fsly-20230802
0001517413false00015174132023-08-022023-08-02

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): August 2, 2023 
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-3889727-5411834
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification Number)

475 Brannan Street, Suite 300
San Francisco, CA 94107
(Address of principal executive offices) (Zip code)
(844) 432-7859
(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 (see General Instructions A.2. below):
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 class Trading
Symbol(s)
 Name of each exchange
on which registered
Class A Common Stock, $0.00002 par value “FSLY” New York Stock Exchange
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 August 2, 2023, Fastly, Inc. (the "Company") announced its financial results for the quarter ended June 30, 2023 by issuing a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated by reference herein is the Company’s investor supplement, regarding results of the quarter ended June 30, 2023 (the “Investor Supplement”). The Investor Supplement will be posted to http://investors.fastly.com immediately after the filing of this Form 8-K.

The information furnished on this Form 8-K, including the exhibits attached, 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 into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01                   Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit
No.
  Exhibit Description
99.1 
99.2   
 





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
FASTLY, INC.
Dated:August 2, 2023 By: /s/ Ronald W. Kisling
   Ronald W. Kisling
   Chief Financial Officer



Exhibit 99.1
Fastly Announces Second Quarter 2023 Financial Results

Record second quarter revenue of $122.8 million grew 20% year-over-year and exceeded the high end of our guidance range.
Expanded market reach with new packaging and pricing for our core services, making it easy for companies of all sizes to try, buy, and use the powerful Fastly platform.
Repurchased $236.4 million in aggregate principal amount of convertible debt for $195.7 million, reflecting a 17% discount to par, and resulted in a $36.8 million net gain.

SAN FRANCISCO, August 2, 2023 — Fastly, Inc. (NYSE: FSLY), one of the world’s fastest edge cloud platforms, today announced financial results for its second quarter ended June 30, 2023.
“I am pleased with the enormous progress the team has made and we’re proud of the revenue and operating performance of the second quarter, exceeding the top end of our guidance,” said Todd Nightingale, CEO of Fastly.
“We continue to execute on our strategic initiatives to simplify our go-to-market, increase our innovation velocity, and drive a new operational rigor and cost control throughout our business,” continued Nightingale. “All of this progress helps us drive our mission to make every user experience fast, safe, and engaging…fueling growth and delivering a strong financial result.”

Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Revenue$122,831 $102,518 $240,395 $204,900 
Gross margin
GAAP gross margin52.3 %44.9 %51.8 %46.1 %
Non-GAAP gross margin56.6 %50.4 %56.1 %51.5 %
Operating loss
GAAP operating loss$(49,827)$(68,968)$(97,102)$(131,972)
Non-GAAP operating loss$(7,785)$(26,893)$(21,859)$(44,633)
Net loss per share
GAAP net loss per common share—basic and diluted$(0.08)$(0.14)$(0.44)$(0.67)
Non-GAAP net loss per common share—basic and diluted$(0.04)$(0.23)$(0.12)$(0.38)
Second Quarter 2023 Financial Summary
Total revenue of $122.8 million, representing 20% year-over-year growth and 4% sequential increase.
GAAP gross margin of 52.3%, compared to 44.9% in the second quarter of 2022. Non-GAAP gross margin of 56.6%, compared to 50.4% in the second quarter of 2022.
GAAP net loss of $10.7 million, compared to $16.4 million in the second quarter of 2022. Non-GAAP net loss of $4.6 million, compared to $28.0 million in the second quarter of 2022.
GAAP net loss per basic and diluted shares of $0.08 compared to $0.14 in the second quarter of 2022. Non-GAAP net loss per basic and diluted shares of $0.04, compared to $0.23 in the second quarter of 2022.
Key Metrics
Trailing 12 month net retention rate (LTM NRR)1 remained flat at 116% in the second quarter compared to the first quarter.
Dollar-Based Net Expansion Rate (DBNER)2 increased to 123% in the second quarter from 121% in the first quarter.
Total customer count was 3,072 in the second quarter, down 28 from the first quarter; 551 were enterprise customers3 in the second quarter, up 11 from the first quarter.
Average enterprise customer spend4 of $818 thousand in the second quarter, up 3% quarter-over-quarter.
For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this press release.





Second Quarter Business and Product Highlights
Expanded market reach with new packaging and pricing for our core services, including flat-rate pricing and tiered packages, making it easy for companies of all sizes to try, buy, and use the powerful Fastly platform.
Repurchased $236.4 million in aggregate principal amount of convertible debt for $195.7 million, reflecting a 17% discount to par, and resulted in a $36.8 million net gain.
Peter Alexander joined Fastly as Chief Marketing Officer, bringing his experience from Check Point as CMO in addition to CMO of Harmonic and marketing roles at Cisco.
Marshal Erwin joined Fastly as Chief Information Security Officer, bringing his experience from Mozilla as Chief Security Officer in addition to roles in the US intelligence community.
Karen Greenstein was promoted to General Counsel, joining Fastly in 2019 and serving as interim GC in addition to legal roles in digital media and entertainment.
Support for Mutual TLS two-way authentication released, providing a higher security posture requiring both the client and server to present trusted digital certificates, saving time and resources for our customers.
Released Dynamic Backends, enabling customers to create new backend server definitions seamlessly.
Introduced Core Cache API, a powerful set of API Primitives, enabling developers building on our Edge Compute platform to have access to our powerful, globally distributed cache network.
Premier Edge Deployment of our Next-Gen WAF released, bringing Advanced Rate Limiting and the Site Flagged IP signal for the Next-Gen WAF to the edge.
Limited availability of Certainly released, providing domain validated TLS certificates that are fully automated in our Fastly managed TLS services and enabling trusted identification of websites, improving security and reliability.

Third Quarter and Full Year 2023 Guidance

Q3 2023Full Year 2023
Total Revenue (millions)$125 - $128$500 - $510
Non-GAAP Operating Loss (millions)($15.0) - ($13.0)($49.0) - ($43.0)
Non-GAAP Net Loss per share (5)(6)
($0.09) - ($0.07)($0.27) - ($0.21)
A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Fastly’s future GAAP financial results.

Conference Call Information

Fastly will host an investor conference call to discuss its results at 1:30 p.m. PT / 4:30 p.m. ET on Wednesday, August 2, 2023.

Date: Wednesday, August 2, 2023
Time: 1:30 p.m. PT / 4:30 p.m. ET
Webcast: https://investors.fastly.com
Dial-in: 888-330-2022 (US/CA) or 646-960-0690 (Intl.)
Conf. ID#: 7543239

Please dial in at least 10 minutes prior to the 1:30 p.m. PT start time. A live webcast of the call will be available at https://investors.fastly.com where listeners may log on to the event by selecting the webcast link under the “Quarterly Results” section.

A telephone replay of the conference call will be available at approximately 5:00 p.m. PT, August 2 through August 16, 2023 by dialing 800-770-2030 or 647-362-9199 and entering the passcode 7543239.








About Fastly
Fastly’s powerful and programmable edge cloud platform helps the world’s top brands deliver the fastest online experiences possible, while improving site performance, enhancing security, and empowering innovation at global scale. With world-class support that achieves 95%+ average annual customer satisfaction ratings, Fastly’s beloved suite of edge compute, delivery, and security offerings has been recognized as a leader by industry analysts such as IDC, Forrester and Gartner. Compared to legacy providers, Fastly’s powerful and modern network architecture is one of the fastest on the planet, empowering developers to deliver secure websites and apps at global scale with rapid time-to-market and industry-leading cost savings. Thousands of the world’s most prominent organizations trust Fastly to help them upgrade the internet experience, including Reddit, Pinterest, Stripe, Neiman Marcus, The New York Times, Epic Games, and GitHub. Learn more about Fastly at https://www.fastly.com/, and follow us @fastly.


Forward-Looking Statements

This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, our operation and cost management, our ability to innovate, our go-to-market efforts and our ability to deliver on our long-term strategy. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.
Use of Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, executive transition costs, net gain on extinguishment of debt and amortization of debt discount and issuance costs.

Adjusted EBITDA: excludes stock-based compensation expense, depreciation and other amortization expenses, amortization of acquired intangible assets, acquisition-related expenses, executive transition costs, interest income, interest expense, including amortization of debt discount and issuance costs, net gain on extinguishment of debt, other income (expense), net, and income taxes.

Acquisition-related Expenses: consists of acquisition-related charges that are not related to ongoing operations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because these charges may not be reflective of our core business, ongoing operating results, or future outlook.






Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Management considers its operating results without this activity when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.

Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.

Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.

Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.

Executive Transition costs: consists of one-time cash and non-cash charges recognized with respect to changes in our executive’s employment status. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Free Cash Flow: calculated as net cash used in operating activities less purchases of property and equipment, net of proceeds from sale of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs and advance payments made related to capital expenditures. Management specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Management considers non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Fastly's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Interest Income: consists primarily of interest income related to our marketable securities. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Net Gain on Debt Extinguishment: relates to net gain on the partial repurchase of our outstanding convertible debt. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Stock-based Compensation Expense: consists of expenses for stock options, restricted stock units, performance awards, restricted stock awards and Employee Stock Purchase Plan ("ESPP") under our equity incentive plans. Although stock-based





compensation is an expense for the Company and is viewed as a form of compensation, management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance, primarily because it is a non-cash expense not believed by management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.
Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.
In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this press release.
Key Metrics
1 We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.
2 We calculate Dollar-Based Net Expansion Rate by dividing the revenue for a given period from customers who remained customers as of the last day of the given period (the “current” period) by the revenue from the same customers for the same period measured one year prior (the “base” period). The revenue included in the current period excludes revenue from (i) customers that churned after the end of the base period and (ii) new customers that entered into a customer agreement after the end of the base period.
3 Under our new methodology, our number of customers are calculated based on the number of separate identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the current quarter. Under our prior methodology, our number of customers are calculated based on the number of separate identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the last month of the quarter. Under our new methodology, our enterprise customers are defined as those with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue for each customer within the quarter and multiplying it by four. Under our prior methodology, our enterprise customers are defined as those with revenue in excess of $100,000 in the trailing 12-month period. Under our prior methodology, our total customer count was 2,965 in the second quarter, down 36 from the first quarter of 2023; 520 were enterprise customers in the second quarter, up 6 from the first quarter of 2023.
4 Under our new methodology, our average enterprise customer spend is calculated by taking the annualized current quarter revenue contributed by enterprise customers existing as of the current period, and dividing that by the number of enterprise customers as of the current period. Under our prior methodology, our average enterprise customer spend is calculated by taking the sum of the trailing 12-month revenue contributed by enterprise customers existing as of the current period, and dividing that by the number of enterprise customers as of the current period. Under our prior methodology, our average enterprise customer spend was $809 thousand in the second quarter, up 4% quarter-over-quarter.
5 Non-GAAP Net Loss per share is calculated as Non-GAAP Net Loss divided by weighted average basic shares for 2023.
6 Assumes weighted average basic shares outstanding of 129.9 million in Q3 2023 and 128.6 million for the full year 2023.






Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)

Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Revenue$122,831 $102,518 $240,395 $204,900 
Cost of revenue(1)
58,617 56,466 115,927 110,381 
Gross profit64,214 46,052 124,468 94,519 
Operating expenses:
Research and development(1)
37,421 38,717 74,852 79,154 
Sales and marketing(1)
47,797 46,760 92,068 88,240 
General and administrative(1)
28,823 29,543 54,650 59,097 
Total operating expenses114,041 115,020 221,570 226,491 
Loss from operations(49,827)(68,968)(97,102)(131,972)
Net gain on extinguishment of debt36,760 54,391 36,760 54,391 
Interest income4,508 1,502 8,694 2,183 
Interest expense(1,232)(1,530)(2,445)(3,152)
Other income (expense)(803)(1,673)(1,053)(1,952)
Loss before income taxes(10,594)(16,278)(55,146)(80,502)
Income tax expense 110 159 245 199 
Net loss$(10,704)$(16,437)$(55,391)$(80,701)
Net income (loss) per share attributable to common stockholders, basic and diluted$(0.08)$(0.14)$(0.44)$(0.67)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted127,863 121,242 126,648 120,295 

__________

(1)Includes stock-based compensation expense as follows:
Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Cost of revenue$2,837 $3,188 $5,518 $6,134 
Research and development12,205 13,889 23,686 32,478 
Sales and marketing9,877 10,184 16,582 20,278 
General and administrative12,073 7,717 19,357 16,110 
Total$36,992 $34,978 $65,143 $75,000 








Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Gross Profit
GAAP gross profit$64,214 $46,052 $124,468 $94,519 
Stock-based compensation2,837 3,188 5,518 6,134 
Amortization of acquired intangible assets2,475 2,475 4,950 4,950 
Non-GAAP gross profit$69,526 $51,715 $134,936 $105,603 
GAAP gross margin52.3 %44.9 %51.8 %46.1 %
Non-GAAP gross margin56.6 %50.4 %56.1 %51.5 %
Research and development
GAAP research and development$37,421 $38,717 $74,852 $79,154 
Stock-based compensation(12,205)(13,889)(23,686)(32,478)
Non-GAAP research and development$25,216 $24,828 $51,166 $46,676 
Sales and marketing
GAAP sales and marketing$47,797 $46,760 $92,068 $88,240 
Stock-based compensation(9,877)(10,184)(16,582)(20,278)
Amortization of acquired intangible assets(2,575)(2,710)(5,150)(5,419)
Non-GAAP sales and marketing$35,345 $33,866 $70,336 $62,543 
General and administrative
GAAP general and administrative$28,823 $29,543 $54,650 $59,097 
Stock-based compensation(12,073)(7,717)(19,357)(16,110)
Acquisition-related expenses— (1,912)— (1,970)
Non-GAAP general and administrative$16,750 $19,914 $35,293 $41,017 
Operating loss
GAAP operating loss$(49,827)$(68,968)$(97,102)$(131,972)
Stock-based compensation36,992 34,978 65,143 75,000 
Amortization of acquired intangible assets5,050 5,185 10,100 10,369 
Acquisition-related expenses— 1,912 — 1,970 
Non-GAAP operating loss$(7,785)$(26,893)$(21,859)$(44,633)
Net loss
GAAP net loss$(10,704)$(16,437)$(55,391)$(80,701)
Stock-based compensation36,992 34,978 65,143 75,000 
Amortization of acquired intangible assets5,050 5,185 10,100 10,369 
Acquisition-related expenses— 1,912 — 1,970 
Net gain on extinguishment of debt(36,760)(54,391)(36,760)(54,391)
Amortization of debt discount and issuance costs803 776 1,519 1,739 
Non-GAAP loss$(4,619)$(27,977)$(15,389)$(46,014)
Non-GAAP net loss per common share—basic and diluted$(0.04)$(0.23)$(0.12)$(0.38)
Weighted average basic and diluted common shares127,863121,242126,648120,295





Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Adjusted EBITDA
GAAP net loss$(10,704)$(16,437)$(55,391)$(80,701)
Stock-based compensation36,992 34,978 65,143 75,000 
Depreciation and other amortization13,030 10,860 25,210 20,835 
Amortization of acquired intangible assets5,050 5,185 10,100 10,369 
Acquisition-related expenses— 1,912 — 1,970 
Interest income(4,508)(1,502)(8,694)(2,183)
Interest expense429 754 926 1,413 
Amortization of debt discount and issuance costs803 776 1,519 1,739 
Net gain on extinguishment of debt(36,760)(54,391)(36,760)(54,391)
Other expense803 1,673 1,053 1,952 
Income tax expense110 159 245 199 
Adjusted EBITDA$5,245 $(16,033)$3,351 $(23,798)





Condensed Consolidated Balance Sheets
(in thousands)
As of
June 30, 2023
As of
December 31, 2022
(unaudited)(audited)
ASSETS
Current assets:
Cash and cash equivalents$273,742 $143,391 
Marketable securities, current123,605 374,581 
Accounts receivable, net of allowance for credit losses78,295 89,578 
Prepaid expenses and other current assets29,500 28,933 
Total current assets505,142 636,483 
Property and equipment, net179,045 180,378 
Operating lease right-of-use assets, net56,733 68,440 
Goodwill670,356 670,185 
Intangible assets, net72,550 82,900 
Marketable securities, non-current78,042 165,105 
Other assets95,550 92,622 
Total assets$1,657,418 $1,896,113 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$5,561 $4,786 
Accrued expenses47,001 61,161 
Finance lease liabilities, current22,233 28,954 
Operating lease liabilities, current20,575 23,026 
Other current liabilities36,234 34,394 
Total current liabilities131,604 152,321 
Long-term debt472,369 704,710 
Finance lease liabilities, non-current7,026 15,507 
Operating lease liabilities, non-current51,448 61,341 
Other long-term liabilities7,217 7,076 
Total liabilities669,664 940,955 
Stockholders’ equity:
Common stock
Additional paid-in capital1,747,959 1,666,106 
Accumulated other comprehensive loss(3,152)(9,286)
Accumulated deficit(757,055)(701,664)
Total stockholders’ equity 987,754 955,158 
Total liabilities and stockholders’ equity $1,657,418 $1,896,113 








Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Cash flows from operating activities:
Net loss$(10,704)$(16,437)$(55,391)$(80,701)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense12,920 10,736 24,960 20,586 
Amortization of intangible assets5,175 5,309 10,350 10,618 
Non-cash lease expense5,648 5,608 11,763 11,522 
Amortization of debt discount and issuance costs803 775 1,519 1,739 
Amortization of deferred contract costs3,746 2,138 7,171 3,989 
Stock-based compensation36,992 34,978 65,143 75,000 
Provision for credit losses567 402 1,100 529 
Loss on disposals of property and equipment296 586 547 854 
Amortization and accretion of discounts and premiums on investments298 894 747 1,851 
Impairment of operating lease right-of-use assets187 — 187 — 
Net gain on extinguishment of debt(36,760)(54,391)(36,760)(54,391)
Other adjustments(85)(67)(328)61 
Changes in operating assets and liabilities:
Accounts receivable6,482 5,097 10,183 (4,122)
Prepaid expenses and other current assets217 (2,701)(417)(4,812)
Other assets(4,771)(3,948)(11,983)(6,399)
Accounts payable1,119 3,336 944 844 
Accrued expenses234 (3,729)(6,593)1,162 
Operating lease liabilities(6,682)(5,349)(12,432)(10,981)
Other liabilities9,308 83 5,419 2,781 
Net cash provided by (used in) operating activities24,990 (16,680)16,129 (29,870)
Cash flows from investing activities:
Purchases of marketable securities— (207,286)— (355,479)
Sales of marketable securities774 159,552 774 161,853 
Maturities of marketable securities114,884 127,333 342,095 367,880 
Business acquisitions, net of cash acquired— (25,224)— (25,999)
Advance payment for purchase of property and equipment— (29,310)— (29,310)
Purchases of property and equipment(4,464)(4,151)(7,958)(8,815)
Proceeds from sale of property and equipment14 241 36 241 
Capitalized internal-use software(6,230)(4,926)(10,439)(8,736)
Net cash provided by investing activities104,978 16,229 324,508 101,635 
Cash flows from financing activities:
Cash paid for debt extinguishment(196,934)(177,082)(196,934)(177,082)
Repayments of finance lease liabilities(6,557)(6,147)(15,202)(11,029)
Cash received for restricted stock sold in advance of vesting conditions— — — 10,655 
Cash paid for early sale of restricted shares— (3,539)— (7,037)
Payment of deferred consideration for business acquisitions(4,393)— (4,393)— 
Proceeds from exercise of vested stock options535 1,721 871 4,769 
Proceeds from employee stock purchase plan2,191 1,571 4,787 3,977 
Net cash used in financing activities(205,158)(183,476)(210,871)(175,747)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash469 (100)585 (319)
Net increase in cash, cash equivalents, and restricted cash(74,721)(184,027)130,351 (104,301)
Cash, cash equivalents, and restricted cash at beginning of period348,613 246,687 143,541 166,961 
Cash, cash equivalents, and restricted cash at end of period273,892 62,660 273,892 62,660 
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows:
Cash and cash equivalents273,742 62,510 273,742 62,510 
Restricted cash, current150 150 150 150 
Total cash, cash equivalents, and restricted cash$273,892 $62,660 $273,892 $62,660 







Free Cash Flow
(in thousands, unaudited)
Three months ended
June 30,
Six months ended
June 30,
2023202220232022
Cash flow provided by (used in) operations$24,990 $(16,680)$16,129 $(29,870)
Capital expenditures(1)
(17,237)(14,983)(33,563)(28,339)
Advance payment for purchase of property and equipment(2)
— (29,310)— (29,310)
Free Cash Flow$7,753 $(60,973)$(17,434)$(87,519)
__________
(1)Capital expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, and capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
(2)As reflected in our statement of cash flows. In the six months ended June 30, 2023, we received $1.6 million of capital equipment that was prepaid prior to the current quarter.













Contacts:
Investor Contact:
Vernon Essi, Jr.
[email protected]

Media Contact:
[email protected]

Source: Fastly, Inc.

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Second Quarter 2023 Investor Supplement
Product Developments
Support for Mutual TLS two-way authentication released providing a higher security posture, requiring both the client and server to present trusted digital certificates, saving time and resources for our customers.
Released Dynamic Backends, enabling customers to create new backend server definitions seamlessly.
Introduced Core Cache API, enabling developers building on our Edge Compute platform to have access to our powerful, globally distributed cache network.
Premier Edge Deployment of our Next-Gen WAF released, bringing Advanced Rate Limiting and the Site Flagged IP signal for the Next-Gen WAF to the edge.
Limited availability of Certainly released, providing domain validated TLS certificates that are fully automated in our Fastly managed TLS services and enabling trusted identification of websites, improving security and reliability.
Customer and Partner Highlights
Expanded market reach with new packaging and pricing for our core services, including flat-rate pricing and tiered packages, making it easy for companies of all sizes to try, buy, and use the powerful Fastly platform.
Bonnier News, Sweden’s leading news provider and the Nordic region’s largest media conglomerate, selected Fastly’s full solution suite over an incumbent competitor.
Tango, a leading global live streaming platform that empowers content creation, social connections, and fan monetization in real-time selected Fastly’s network services over an incumbent cloud provider.
Bugcrowd, a multi-solution crowdsourced cybersecurity platform, selected Fastly’s delivery and security, including our edge rate limiting functionality for DDoS mitigation, over an incumbent competitor.
Rockler, a world-renowned woodworking & hardware branded retailer selected Fastly’s delivery and NGWAF to improve website speed and security.


Calculations of Key and Other Selected Metrics – Quarterly (unaudited)
Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Total Customer Count(3)
2,848 2,929 2,965 3,025 3,039 3,062 3,100 3,072 
Enterprise Customer Count(3)
457 467 488 499 511 533 540 551 
Average Enterprise Customer Spend (in thousands)(7)
$676 $751 $758 $742 $771 $822 $795 $818 
Enterprise Customer Revenue %89 %90 %90 %90 %91 %92 %91 %92 %
Total Customer Count (prior methodology)(3)
2,748 2,804 2,880 2,894 2,925 2,958 3,001 2,965 
Enterprise Customer Count (prior methodology)(3)
430 445 457 471 482 493 514 520 
Average Enterprise Customer Spend (in thousands; prior methodology)(7)
$698 $704 $722 $730 $759 $782 $778 $809 
Enterprise Customer Revenue % (prior methodology)88 %88 %89 %88 %89 %89 %89 %90 %
Net Retention Rate (NRR) Quarter(8)
112 %107 %114 %128 %115 %111 %105 %106 %
Net Retention Rate (NRR) LTM(1)
114 %118 %115 %117 %118 %119 %116 %116 %
Dollar-Based Net Expansion Rate (DBNER)(2)
118 %121 %118 %120 %122 %123 %121 %123 %
Annual Revenue Retention Rate (ARR)(9)
— %99.2 %— %— %— %99.2 %— %— %
Global Network Capacity167 TB/sec184 TB/sec198 TB/sec215 TB/sec233 TB/sec252 TB/sec265 TB/sec277 TB/sec
Countries 3132343435353535
Markets 6871757879797979
*Note: The reporting of the dual key metrics with respect to Total Customer and Enterprise Customer counts and associated key metrics will be disclosed through the fourth quarter of fiscal year 2023, ending December 31, 2023.
Exhibit 99.2
Corporate Highlights
Expanded market reach with new packaging and pricing for our core services, including flat-rate pricing and tiered packages, making it easy for companies of all sizes to try, buy, and use the powerful Fastly platform.
Repurchased $236.4 million in aggregate principal amount of convertible debt for $195.7 million, reflecting a 17% discount to par, and resulted in a $36.8 million net gain.
Peter Alexander joined Fastly as CMO, bringing his experience from Check Point as CMO in addition to CMO of Harmonic and marketing roles at Cisco.
Marshal Erwin joined Fastly as CISO, bringing his experience from Mozilla as Chief Security Officer in addition to roles in the US intelligence community.
Karen Greenstein was promoted to General Counsel, joining Fastly in 2019 and serving as interim GC in addition to legal roles in digital media and entertainment.
Key Metrics Highlights
Trailing 12 month net retention rate (LTM NRR)1 remained flat at 116% in the second quarter compared to the first quarter.
Dollar-Based Net Expansion Rate (DBNER)2 increased to 123% in the second quarter from 121% in the first quarter.
Total customer count was 3,072 in the second quarter, down 28 from the first quarter; 551 were enterprise customers3 in the second quarter, up 11 from the first quarter.
Average enterprise customer spend7 of $818 thousand in the second quarter, up 3% quarter-over-quarter.
Third Quarter and Full Year 2023 Guidance:
Q3 2023Full Year 2023
Total Revenue (millions)$125 - $128$500 - $510
Non-GAAP Operating Loss (millions)(4)
($15.0) - ($13.0)($49.0) - ($43.0)
Non-GAAP Net Loss per share (5) (6)
($0.09) - ($0.07)($0.27) - ($0.21)






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Key Metrics
1.We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.
2.We calculate Dollar-Based Net Expansion Rate by dividing the revenue for a given period from customers who remained customers as of the last day of the given period (the “current” period) by the revenue from the same customers for the same period measured one year prior (the “base” period). The revenue included in the current period excludes revenue from (i) customers that churned after the end of the base period and (ii) new customers that entered into a customer agreement after the end of the base period.
3.Under our new methodology, our number of customers are calculated based on the number of separate identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the current quarter. Under our prior methodology, our number of customers are calculated based on the number of separate identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the last month of the quarter. Under our new methodology, our enterprise customers are defined as those with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue for each customer within the quarter and multiplying it by four. Under our prior methodology, our enterprise customers are defined as those with revenue in excess of $100,000 in the trailing 12-month period. Under our prior methodology, our total customer count was 2,965 in the second quarter, down 36 from the first quarter of 2023; 520 were enterprise customers in the second quarter, up 6 from the first quarter of 2023.
4.For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this letter.
5.Assumes weighted average basic shares outstanding of 129.9 million in Q3 2023 and 128.6 million for the full year 2023.
6.Non-GAAP Net Loss per share is calculated as Non-GAAP Net Loss divided by weighted average basic shares for 2023.
7.Under our new methodology, our average enterprise customer spend is calculated by taking the annualized current quarter revenue contributed by enterprise customers existing as of the current period, and dividing that by the number of enterprise customers as of the current period. Under our prior methodology, our average enterprise customer spend is calculated by taking the sum of the trailing 12-month revenue contributed by enterprise customers existing as of the current period, and dividing that by the number of enterprise customers as of the current period. Under our prior methodology, our average enterprise customer spend was $809 thousand in the second quarter, up 4% quarter-over-quarter.
8.Net Retention Rate measures the net change in monthly revenue from existing customers in the last month of the period (the “current" period month) compared to the last month of the same period one year prior (the “prior" period month). The revenue included in the current period month includes revenue from (i) revenue contraction due to billing decreases or customer churn and (ii) revenue expansion due to billing increases, but excludes revenue from new customers. We calculate Net Retention Rate by dividing the revenue from the current period month by the revenue in the prior period month.
9.Annual revenue retention rate is calculated by subtracting the quotient of the Annual Revenue Churn from all of our Churned Customers divided by our annual revenue of the same calendar year from 100%. Our “Annual Revenue Churn” is calculated by multiplying the final full month of revenue from a customer that terminated its contract with us (a “Churned Customer”) by the number of months remaining in the same calendar year.













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Forward-Looking Statements

This investor supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or Fastly's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates,” “going to,” "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue," “would,” or the negative of these words or other similar terms or expressions that concern Fastly's expectations, goals, strategy, priorities, plans, projections, or intentions. Forward-looking statements in this investor supplement include, but are not limited to, statements regarding Fastly’s future financial and operating performance, including its outlook and guidance; the performance of our products; the growth and success of Fastly's partner program; and Fastly's strategies, product and business plans. Fastly's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include the possibility that: Fastly is unable to attract and retain customers; Fastly's existing customers and partners do not maintain or increase usage of Fastly's platform; Fastly's platform and product features do not meet expectations, including due to defects, interruptions, security breaches, delays in performance or other similar problems; Fastly is unable to adapt to meet evolving market and customer demands and rapid technological change; Fastly is unable to comply with modified or new industry standards, laws and regulations; Fastly is unable to generate sufficient revenues to achieve or sustain profitability; Fastly’s limited operating history makes it difficult to evaluate its prospects and future operating results; Fastly is unable to effectively manage its growth; and Fastly is unable to compete effectively. The forward-looking statements contained in this investor supplement are also subject to other risks and uncertainties, including those more fully described in Fastly’s Annual Report on Form 10-K for the year ended December 31, 2022, and Fastly’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and other filings and reports that we may file from time to time with the SEC. The forward-looking statements in this investor supplement are based on information available to Fastly as of the date hereof, and Fastly disclaims any obligation to update any forward-looking statements, except as required by law.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, executive transition costs, net gain on extinguishment of debt and amortization of debt discount and issuance costs.
Adjusted EBITDA: excludes stock-based compensation expense, depreciation and other amortization expenses, amortization of acquired intangible assets, acquisition-related expenses, executive transition costs, interest income, interest expense, including amortization of debt discount and issuance costs, net gain on extinguishment of debt, other income (expense), net, and income taxes.
Acquisition-related Expenses: consists of acquisition-related charges that are not related to ongoing operations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because these charges may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Management considers its operating results without this activity when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.


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Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.
Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.
Executive Transition costs: consists of one-time cash and non-cash charges recognized with respect to changes in our executive’s employment status. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Free Cash Flow: calculated as net cash used in operating activities less purchases of property and equipment, net of proceeds from sale of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs and advance payments made related to capital expenditures. Management specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Management considers non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Fastly's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Income: consists primarily of interest income related to our marketable securities. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Net Gain on Debt Extinguishment: relates to net gain on the partial repurchase of our outstanding convertible debt. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Stock-based Compensation Expense: consists of expenses for stock options, restricted stock units, performance awards, restricted stock awards and Employee Stock Purchase Plan ("ESPP") under our equity incentive plans. Although stock-based compensation is an expense for the Company and is viewed as a form of compensation, management considers its operating results without this activity when evaluating its ongoing non-GAAP net loss performance and its adjusted EBITDA performance, primarily because it is a non-cash expense not believed by management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.



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Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.
In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this investor supplement.










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Consolidated Statements of Operations – Quarterly
(unaudited, in thousands, except per share amounts)

Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Revenue$86,735 $97,717 $102,382 $102,518 $108,504 $119,321 $117,564 $122,831 
Cost of revenue(1)
41,244 47,944 53,915 56,466 55,825 56,738 57,310 58,617 
Gross profit45,491 49,773 48,467 46,052 52,679 62,583 60,254 64,214 
Operating expenses:
Research and development(1)
32,528 34,997 40,437 38,717 38,957 37,197 37,431 37,421 
Sales and marketing(1)
39,288 42,151 41,480 46,760 47,006 44,623 44,271 47,797 
General and administrative (1)
28,609 29,281 29,554 29,543 32,481 29,225 25,827 28,823 
Total operating expenses100,425 106,429 111,471 115,020 118,444 111,045 107,529 114,041 
Loss from operations(54,934)(56,656)(63,004)(68,968)(65,765)(48,462)(47,275)(49,827)
Net gain on extinguishment of debt— — — 54,391 — — — 36,760 
Interest income280 552 681 1,502 1,967 2,894 4,186 4,508 
Interest expense(1,555)(1,593)(1,622)(1,530)(1,381)(1,354)(1,213)(1,232)
Other income (expense)41 201 (279)(1,673)1,877 46 (250)(803)
Loss before income taxes(56,168)(57,496)(64,224)(16,278)(63,302)(46,876)(44,552)(10,594)
Income tax expense (benefit)30 25 40 159 118 (223)135 110 
Net loss$(56,198)$(57,521)$(64,264)$(16,437)$(63,420)$(46,653)$(44,687)$(10,704)
Net loss per share attributable to common stockholders, basic and diluted$(0.48)$(0.49)$(0.54)$(0.14)$(0.52)$(0.38)$(0.36)$(0.08)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted116,475 118,161 119,673 121,242 122,339 123,587 125,418 127,863 
__________
(1)Includes stock-based compensation expense as follows:
Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Cost of revenue$1,897 $2,316 $2,946 $3,188 $2,978 $2,938 $2,681 $2,837 
Research and development14,752 15,675 18,589 13,889 14,488 11,469 11,481 12,205 
Sales and marketing9,121 11,399 10,094 10,184 10,920 7,885 6,705 9,877 
General and administrative10,866 10,198 8,393 7,717 10,992 9,126 7,284 12,073 
Total$36,636 $39,588 $40,022 $34,978 $39,378 $31,418 $28,151 $36,992 













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Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly
(unaudited, in thousands, except per share amounts)

Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Gross Profit
GAAP gross Profit$45,491 $49,773 $48,467 $46,052 $52,679 $62,583 $60,254 $64,214 
Stock-based compensation1,897 2,316 2,946 3,188 2,978 2,938 2,681 2,837 
Amortization of acquired intangible assets2,475 2,475 2,475 2,475 2,475 2,475 2,475 2,475 
Non-GAAP gross profit49,863 54,564 53,888 51,715 58,132 67,996 65,410 69,526 
GAAP gross margin52.4 %50.9 %47.3 %44.9 %48.6 %52.4 %51.3 %52.3 %
Non-GAAP gross margin57.5 %55.8 %52.6 %50.4 %53.6 %57.0 %55.6 %56.6 %
Research and development
GAAP research and development32,528 34,997 40,437 38,717 38,957 37,197 37,431 37,421 
Stock-based compensation(14,752)(15,675)(18,589)(13,889)(14,488)(11,469)(11,481)(12,205)
Non-GAAP research and development17,776 19,322 21,848 24,828 24,469 25,728 25,950 25,216 
Sales and marketing
GAAP sales and marketing39,288 42,151 41,480 46,760 47,006 44,623 44,271 47,797 
Stock-based compensation(9,121)(11,399)(10,094)(10,184)(10,920)(7,885)(6,705)(9,877)
Amortization of acquired intangible assets(2,709)(2,710)(2,709)(2,710)(2,897)(2,575)(2,575)(2,575)
Non-GAAP sales and marketing27,458 28,042 28,677 33,866 33,189 34,163 34,991 35,345 
General and administrative
GAAP general and administrative28,609 29,281 29,554 29,543 32,481 29,225 25,827 28,823 
Stock-based compensation(10,866)(10,198)(8,393)(7,717)(7,959)(9,126)(7,284)(12,073)
Executive transition costs— — — — (4,207)— — — 
Acquisition-related expenses(179)(149)(58)(1,912)— — — — 
Non-GAAP general and administrative17,564 18,934 21,103 19,914 20,315 20,099 18,543 16,750 
Operating loss
GAAP operating loss(54,934)(56,656)(63,004)(68,968)(65,765)(48,462)(47,275)(49,827)
Stock-based compensation36,636 39,588 40,022 34,978 36,345 31,418 28,151 36,992 
Executive transition costs— — — — 4,207 — — — 
Amortization of acquired intangible assets5,184 5,185 5,184 5,185 5,372 5,050 5,050 5,050 
Acquisition-related expenses179 149 58 1,912 — — — — 
Non-GAAP operating loss(12,935)(11,734)(17,740)(26,893)(19,841)(11,994)(14,074)(7,785)
Net loss
GAAP net loss(56,198)(57,521)(64,264)(16,437)(63,420)(46,653)(44,687)(10,704)
Stock-based compensation36,636 39,588 40,022 34,978 36,345 31,418 28,151 36,992 
Executive transition costs— — — — 4,207 — — — 
Amortization of acquired intangible assets5,184 5,185 5,184 5,185 5,372 5,050 5,050 5,050 
Acquisition-related expenses179 149 58 1,912 — — — — 
Net gain on extinguishment of debt — — — (54,391)— — — (36,760)
Amortization of debt issuance costs967 947 963 776 714 716 716 803 
Non-GAAP net loss$(13,232)$(11,652)$(18,037)$(27,977)$(16,782)$(9,469)$(10,770)$(4,619)
GAAP net loss per common share—basic and diluted$(0.48)$(0.49)$(0.54)$(0.14)$(0.52)$(0.38)$(0.36)$(0.08)
Non-GAAP net loss per common share—basic and diluted$(0.11)$(0.10)$(0.15)$(0.23)$(0.14)$(0.08)$(0.09)$(0.04)
Weighted average basic common shares116,475 118,161 119,673 121,242 122,339 123,587 125,418 127,863 



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Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly (Continued)
(unaudited, in thousands, except per share amounts)

Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Adjusted EBITDA
GAAP net loss$(56,198)$(57,521)$(64,264)$(16,437)$(63,420)$(46,653)$(44,687)$(10,704)
Stock-based compensation36,636 39,588 40,022 34,978 36,345 31,418 28,151 36,992 
Executive transition costs— — — — 4,207 — — — 
Depreciation and other amortization7,489 8,228 9,975 10,860 10,786 11,903 12,179 13,030 
Amortization of acquired intangible assets5,184 5,185 5,184 5,185 5,372 5,050 5,050 5,050 
Acquisition-related expenses179 149 58 1,912 — — — — 
Interest income(280)(552)(681)(1,502)(1,967)(2,894)(4,186)(4,508)
Interest expense588 646 — 754 667 638 497 429 
Amortization of debt discount and issuance costs967 947 963 776 714 716 716 803 
Net gain on extinguishment of debt— — — (54,391)— — — (36,760)
Other (income) expense, net(41)(201)279 1,673 (1,877)(46)250 803 
Income tax (benefit) expense30 25 40 159 118 (223)135 110 
Adjusted EBITDA$(5,446)$(3,506)$(7,765)$(16,033)$(9,055)$(91)$(1,895)$5,245 






































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Non-GAAP Consolidated Statements of Operations - Quarterly
(unaudited, in thousands, except per share amounts)
Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Revenue$86,735 $97,717 $102,382 $102,518 $108,504 $119,321 $117,564 $122,831 
Cost of revenue (1)(2)
36,872 43,153 48,494 50,803 50,372 51,325 52,154 53,305 
Gross profit49,863 54,564 53,888 51,715 58,132 67,996 65,410 69,526 
Operating expenses:
Research and development(1)
17,776 19,322 21,848 24,828 24,469 25,728 25,950 25,216 
Sales and marketing(1)(2)
27,458 28,042 28,677 33,866 33,189 34,163 34,991 35,345 
General and administrative (1)(3)(7)
17,564 18,934 21,103 19,914 20,315 20,099 18,543 16,750 
Total operating expenses62,798 66,298 71,628 78,608 77,973 79,990 79,484 77,311 
Loss from operations(1)(2)(3)(7)
(12,935)(11,734)(17,740)(26,893)(19,841)(11,994)(14,074)(7,785)
Interest income280 552 681 1,502 1,967 2,894 4,186 4,508 
Interest expense(4)
(588)(646)(659)(754)(667)(638)(497)(429)
Other income (expense), net41 201 (279)(1,673)1,877 46 (250)(803)
Loss before income tax expense (benefit)(5)
(13,202)(11,627)(17,997)(27,818)(16,664)(9,692)(10,635)(4,509)
Income tax expense (benefit)(6)
30 25 40 159 118 (223)135 110 
Net loss(1)(2)(3)(4)(5)(6)(7)
$(13,232)$(11,652)$(18,037)$(27,977)$(16,782)$(9,469)$(10,770)$(4,619)
Net loss per share attributable to common stockholders, basic and diluted$(0.11)$(0.10)$(0.15)$(0.23)$(0.14)$(0.08)$(0.09)$(0.04)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted116,475 118,161 119,673 121,242 122,339 123,587 125,418 127,863 
(1) Excludes stock-based compensation. See GAAP to Non-GAAP reconciliations.
(2) Excludes amortization of acquired intangible assets. See GAAP to Non-GAAP reconciliations.
(3) Excludes acquisition-related and other expenses. See GAAP to Non-GAAP reconciliations.
(4) Excludes amortization of debt discount and issuance costs. See GAAP to Non-GAAP reconciliations.
(5) Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.
(6) Excludes acquisition-related tax benefit. See GAAP to Non-GAAP reconciliations.
(7) Excludes executive transition costs. See GAAP to Non-GAAP reconciliations.





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Consolidated Balance Sheets - Quarterly
(unaudited, in thousands)
Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Assets
Current assets:
Cash and cash equivalents$282,131 $166,068 $245,794 $62,510 $87,897 $143,391 $348,463 $273,742 
Marketable securities361,290 361,795 393,950 419,905 445,048 374,581 198,116 123,605 
Accounts receivable, net54,234 64,625 73,717 68,218 72,914 89,578 85,344 78,295 
Prepaid expenses and other current assets22,230 32,160 23,616 29,037 31,321 28,933 29,717 29,500 
Total current assets719,885 624,648 737,077 579,670 637,180 636,483 661,640 505,142 
Property and equipment, net147,729 166,961 174,550 173,950 179,080 180,378 179,922 179,045 
Operating lease right-of-use assets, net70,149 69,631 63,455 69,861 72,374 68,440 60,615 56,733 
Goodwill635,635 636,805 637,570 670,186 670,158 670,185 670,192 670,356 
Intangible assets, net107,905 102,596 97,287 93,978 88,482 82,900 77,725 72,550 
Marketable securities, non-current429,489 528,911 394,464 284,951 186,066 165,105 117,518 78,042 
Other assets28,142 29,468 30,020 60,199 73,258 92,622 94,798 95,550 
Total assets$2,138,934 $2,159,020 $2,134,423 $1,932,795 $1,906,598 $1,896,113 $1,862,410 $1,657,418 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$7,766 $9,257 $8,248 $10,011 $8,265 $4,786 $4,668 $5,561 
Accrued expenses36,063 36,112 49,902 49,943 54,186 61,161 42,311 47,001 
Finance lease liabilities18,675 21,125 26,766 28,088 27,807 28,954 24,763 22,233 
Operating lease liabilities20,007 20,271 18,688 19,243 20,919 23,026 20,516 20,575 
Other current liabilities24,758 45,107 36,569 33,705 33,422 34,394 32,942 36,234 
Total current liabilities107,269 131,872 140,173 140,990 144,599 152,321 125,200 131,604 
Long-term debt, less current portion932,305 933,205 934,121 703,375 704,042 704,710 705,378 472,369 
Finance lease liabilities, noncurrent24,659 22,293 28,867 26,479 21,027 15,507 10,858 7,026 
Operating lease liabilities, noncurrent54,066 55,114 52,334 60,657 62,750 61,341 56,275 51,448 
Other long-term liabilities5,056 2,583 2,205 7,556 7,201 7,076 6,144 7,217 
Total liabilities1,123,355 1,145,067 1,157,700 939,057 939,619 940,955 903,855 669,664 
Stockholders’ equity:
Class A and Class B common stock
Additional paid-in capital1,469,366 1,527,468 1,561,371 1,597,869 1,634,666 1,666,106 1,710,498 1,747,959 
Accumulated other comprehensive loss(420)(2,627)(9,496)(12,542)(12,678)(9,286)(5,594)(3,152)
Accumulated deficit(453,369)(510,890)(575,154)(591,591)(655,011)(701,664)(746,351)(757,055)
Total stockholders’ equity1,015,579 1,013,953 976,723 993,738 966,979 955,158 958,555 987,754 
Total liabilities and stockholders’ equity$2,138,934 $2,159,020 $2,134,423 $1,932,795 $1,906,598 $1,896,113 $1,862,410 $1,657,418 








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Consolidated Statements of Cash Flows – Quarterly
(unaudited, in thousands)

Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Cash flows from operating activities:
Net loss$(56,198)$(57,521)$(64,264)$(16,437)$(63,420)$(46,653)$(44,687)$(10,704)
Adjustments to reconcile net loss to net cash used in operating activities:— — 
Depreciation expense7,364 8,089 9,850 10,736 10,662 11,371 12,040 12,920 
Amortization of intangible assets5,309 5,309 5,309 5,309 5,496 5,582 5,175 5,175 
Non-cash lease expense6,176 6,085 5,914 5,608 8,133 5,793 6,115 5,648 
Amortization of debt discount and issuance costs966 950 964 775 715 715 716 803 
Amortization of deferred contract costs1,621 1,727 1,851 2,138 2,031 2,896 3,425 3,746 
Stock-based compensation36,636 39,588 40,022 34,978 39,378 31,418 28,151 36,992 
Provision for credit losses236 155 127 402 1,253 624 533 567 
(Gain) loss on disposals of property and equipment(204)(123)268 586 — — 251 296 
Amortization and accretion of discounts and premiums on investments— — 957 894 771 515 449 298 
Impairment of operating lease right-of-use assets — — — — — 2,083 — 187 
Net gain on extinguishment of debt— — — (54,391)— — — (36,760)
Other adjustments683 729 128 (67)(353)3,980 (243)(85)
Changes in operating assets and liabilities:  
Accounts receivable1,595 (10,546)(9,219)5,097 (5,949)(17,288)3,701 6,482 
Prepaid expenses and other current assets(8)725 (2,111)(2,701)(975)(971)(634)217 
Other assets(2,231)(3,103)(2,451)(3,948)(13,505)(15,492)(7,212)(4,771)
Accounts payable(1,815)1,799 (2,492)3,336 (4,301)(1,267)(175)1,119 
Accrued expenses6,548 1,548 4,891 (3,729)3,328 3,799 (6,827)234 
Operating lease liabilities(5,897)(5,732)(5,632)(5,349)(7,462)(4,335)(5,750)(6,682)
Other liabilities(3,472)2,413 2,698 83 (3,436)5,102 (3,889)9,308 
Net cash provided by (used in) operating activities(2,691)(7,908)(13,190)(16,680)(27,634)(12,128)(8,861)24,990 
Cash flows from investing activities:
Purchases of marketable securities(443,701)(150,586)(148,193)(207,286)— — — — 
Sales of marketable securities51,739 2,291 2,301 159,552 — 65 — 774 
Maturities of marketable securities15,600 45,232 240,547 127,333 72,857 94,303 227,211 114,884 
Business acquisitions, net of cash acquired — (1,169)(775)(25,224)(1,746)1,843 — — 
Advance payment for purchase of property and equipment— — — (29,310)(1,964)(10,923)— — 
Purchases of property and equipment(1)
(20,254)(3,549)(2,387)(6,428)(2,631)(8,529)(3,494)(4,464)
Proceeds from sale of property and equipment291 297 — 241 125 126 22 14 
Capitalized internal-use software(7,619)(3,180)(3,810)(4,926)(5,120)(4,290)(4,209)(6,230)
Purchases of intangible assets— — — — — — — 
Net cash provided by (used in) investing activities(1)
(403,943)(110,664)87,683 13,952 61,521 72,595 219,530 104,978 
Cash flows from financing activities:
Cash paid for debt extinguishment   (177,082)— —  (196,934)
Repayments of finance lease liabilities(1)
(3,985)(3,004)(7,159)(3,870)(7,076)(4,427)(8,645)(6,557)
Cash received for restricted stock sold in advance of vesting conditions— — 10,655 — — — — — 
Cash paid for early sale of restricted shares— — (3,498)(3,539)(3,618)— — — 
Payment of deferred consideration for business acquisitions— — — — — — — (4,393)
Proceeds from exercise of vested stock options3,489 3,532 3,048 1,721 555 364 336 535 
Proceeds from employee stock purchase plan1,430 2,075 2,406 1,571 1,749 (949)2,596 2,191 
Net cash provided by (used in) financing activities(1)
934 2,603 5,452 (181,199)(8,390)(5,012)(5,713)(205,158)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash(242)(94)(219)(100)(110)39 116 469 
Net increase (decrease) in cash, cash equivalents, and restricted cash(405,942)(116,063)79,726 (184,027)25,387 55,494 205,072 (74,721)
Cash, cash equivalents, and restricted cash at beginning of period688,966 283,024 166,961 246,687 62,660 88,047 143,541 348,613 
Cash, cash equivalents, and restricted cash at end of period$283,024 $166,961 $246,687 $62,660 $88,047 $143,541 $348,613 $273,892 
__________
(1)Amounts disclosed for Q1 2022 and Q2 2022 have been revised from the amounts disclosed in our previous investor supplements to match amounts reported in the applicable Quarterly Reports on Form 10-Q.


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Free Cash Flow
(in thousands, unaudited)
Quarter ended
Q3 2021Q4 2021Q1 2022Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Cash flow provided by (used in) operations$(2,691)$(7,908)$(13,190)$(16,680)$(27,634)$(12,128)$(8,861)$24,990 
Capital expenditures(1):
Purchases of property and equipment(20,254)(3,549)(2,387)(6,428)(2,631)(8,529)(3,494)(4,464)
Proceeds from sale of property and equipment291 297 — 241 125 126 22 14 
Capitalized internal-use software(7,619)(3,180)(3,810)(4,926)(5,120)(4,290)(4,209)(6,230)
Repayments of finance lease liabilities(3,985)(3,004)(7,159)(3,870)(7,076)(4,427)(8,645)(6,557)
Advance payment for purchase of property and equipment (2)
— — — (29,310)(1,964)(10,923)— — 
Free Cash Flow$(34,258)$(17,344)$(26,546)$(60,973)$(44,300)$(40,171)$(25,187)$7,753 
__________
(1)Capital expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, and capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
(2)As reflected in our statement of cash flows. In the six months ended June 30, 2023, we received $1.6 million of capital equipment that was prepaid prior to the current quarter.