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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2024 
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware 001-38897 27-5411834
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)

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 November 6, 2024, Fastly, Inc. (the "Company") announced its financial results for the quarter ended September 30, 2024 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 September 30, 2024 (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: November 6, 2024   By:   /s/ Ronald W. Kisling
      Ronald W. Kisling
      Chief Financial Officer


EX-99.1 2 ex991-fslypressrelease93024.htm EX-99.1 Document

Exhibit 99.1
Fastly Announces Third Quarter 2024 Financial Results

Reports GAAP loss of $38.0 million and record non-GAAP income of $2.4 million
Delivers record adjusted EBITDA of $13.3 million

SAN FRANCISCO — November 6, 2024 — Fastly, Inc. (NYSE: FSLY), a leader in global edge cloud platforms, today announced financial results for its third quarter ended September 30, 2024.
“Fastly delivered significant upside on our revenue guidance in Q3 along with record non-GAAP net income and adjusted EBITDA,” said Todd Nightingale, CEO of Fastly. “This was driven by better-than-expected strength in some of our largest customers, continued share gains outside of our top ten customers, and faster-than-projected execution of our restructuring.”

“Our transformation initiatives are helping us focus on the broader market with revenue outside of our ten largest customers growing 20% year-over-year,” continued Nightingale. “This diversification of our revenue base will drive more reliable, predictable long-term growth, enabling us to invest in continued edge cloud innovation and go-to-market reach.”

Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Revenue $ 137,206  $ 127,816  $ 403,097  $ 368,211 
Gross margin
GAAP gross margin 54.5  % 51.7  % 54.8  % 51.8  %
Non-GAAP gross margin 57.7  % 55.9  % 58.3  % 56.0  %
Operating loss
GAAP operating loss $ (40,590) $ (58,342) $ (133,584) $ (155,444)
Non-GAAP operating loss $ (520) $ (12,552) $ (22,857) $ (34,411)
Net income (loss) per share
GAAP net loss per common share — basic and diluted $ (0.27) $ (0.42) $ (0.91) $ (0.86)
Non-GAAP net income (loss) per common share — basic and diluted
$ 0.02  $ (0.06) $ (0.10) $ (0.18)
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.
Third Quarter 2024 Financial Summary
•Total revenue of $137.2 million, representing 7% year-over-year growth. Network services revenue of $107.4 million, representing 5% year-over-year growth. Security revenue of $26.2 million, representing 12% year-over-year growth. Other revenue of $3.6 million, representing 85% year-over-year growth. Network services revenue includes solutions designed to improve performance of websites, apps, APIs, and digital media. Security revenue includes products designed to protect websites, apps, APIs, and users. Other revenue includes Compute and Observability solutions.
•GAAP gross margin of 54.5%, compared to 51.7% in the third quarter of 2023. Non-GAAP gross margin of 57.7%, compared to 55.9% in the third quarter of 2023.
•GAAP net loss of $38.0 million, compared to $54.3 million in the third quarter of 2023. Non-GAAP net income of $2.4 million, compared to non-GAAP net loss of $8.0 million in the third quarter of 2023.
•GAAP net loss per basic and diluted share of $0.27, compared to $0.42 in the third quarter of 2023. Non-GAAP net income per diluted share of $0.02, compared to non-GAAP net loss per basic and diluted share of $0.06 in the third quarter of 2023.
Key Metrics
•Enterprise customer1 count was 576 in the third quarter, down 25 from the second quarter of 2024. Total customer count1 was 3,638 in the third quarter, up 343 from the second quarter of 2024.





•Fastly's top ten customers accounted for 33% of revenue in the third quarter compared to 40% in the third quarter of 2023. Revenue from the top ten customers declined 11% year-over-year compared to revenue growth of 20% year-over-year from customers outside the top ten.
•Last 12-month net retention rate (LTM NRR)2 decreased to 105% in the third quarter from 110% in the second quarter of 2024.
Remaining performance obligations (RPO)3 were $235 million, up 6% from $223 million in the second quarter of 2024.
Third Quarter Business and Product Highlights
•Fastly Threat Insights Report revealed 91% of cyberattacks now target multiple organizations using mass scanning.
•Fastly’s “Bots Wars: How Bad Bots are Hurting Businesses” research revealed 59% of organizations reported an increase in bot attacks over the past year, with significant attacks costing organizations $2.9 million on average.
•Hosted Xcelerate Sydney, a curated customer event bringing together thought leaders and industry pioneers for a jam-packed day of innovation.
•Enhanced Fastly Next-Gen WAF with new capabilities that reduced the time to activate the product, enriched detection signals, and provided additional context to data with Country and IP Corp/Site lists.
•Updated Fastly Bot Management with new bot analysis capability to provide customers with visibility and control of their bot management expenses, while also enabling customers to provide logos for bot challenges.
•Enhanced the Fastly trials experience with access to combined trials for full product lines, helping customers discover new tools and unlock the full value of the Fastly Edge Cloud Platform.
•Added the Fastly Support Portal to the Fastly single sign-on experience, allowing customers to seamlessly navigate across the Fastly Control Panel, Next-Gen WAF Console and Support Portal.

Fourth Quarter and Full Year 2024 Guidance

Q4 2024 Full Year 2024
Total Revenue (millions) $136.0 - $140.0 $539.0 - $543.0
Non-GAAP Operating Loss (millions) ($5.0) - ($1.0) ($28.0) - ($24.0)
Non-GAAP Net Income (Loss) per share (4)(5)
($0.02) - $0.02 ($0.12) - ($0.08)
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, November 6, 2024.

Date: Wednesday, November 6, 2024
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, November 6 through November 20, 2024 by dialing 800-770-2030 or 647-362-9199 and entering the passcode 7543239.





About Fastly, Inc.
Fastly’s powerful and programmable edge cloud platform helps the world’s top brands deliver online experiences that are fast, safe, and engaging through edge compute, delivery, security, and observability offerings that improve site performance, enhance security, and empower innovation at global scale. Compared to other providers, Fastly’s powerful, high-performance, and modern platform architecture empowers developers to deliver secure websites and apps with rapid time-to-market and demonstrated, industry-leading cost savings. Organizations around the world trust Fastly to help them upgrade the internet experience, including Reddit, Neiman Marcus, Universal Music Group, and SeatGeek. 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 operating performance, our ability to innovate, the success of our products and product enhancements, investment in continued edge cloud innovation, the capabilities of Fastly Next-Gen WAF, the capabilities of Fastly Bot Management, expectations regarding customer experiences with the Fastly trials experience and Support Portal, our customer acquisition and go-to-market efforts, our ability to monetize, expectations regarding customer mix and diversification of our revenue base, 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 those more fully described in Fastly’s Annual Report on Form 10-K for the year ended December 31, 2023, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. 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 income (loss), non-GAAP basic and diluted net income (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 income (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, net gain on extinguishment of debt, impairment expense 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, executive transition costs, interest income, interest expense, including amortization of debt discount and issuance costs, net gain on extinguishment of debt, impairment expense, other income (expense), net, and income taxes.

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 income (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 income (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.
Impairment Expense: consists of charges related to our long-lived assets. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (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.
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 income (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 income (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 income (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.





Restructuring Charges: consists primarily of employee-related severance and termination benefits related to management's restructuring plan that resulted in a reduction in our workforce. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (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.
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 income (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 Our number of customers is 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. 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.
2 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.
3 Remaining performance obligations include future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied.
4 Non-GAAP Net Income (Loss) per share is calculated as Non-GAAP Net Income (Loss) divided by weighted average basic shares for 2024.
5 Assumes weighted average basic shares outstanding of 141.0 million in Q4 2024 and 137.5 million for the full year 2024.





Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Revenue $ 137,206  $ 127,816  $ 403,097  $ 368,211 
Cost of revenue(1)
62,466  61,730  182,222  177,657 
Gross profit 74,740  66,086  220,875  190,554 
Operating expenses:
Research and development(1)
31,884  39,068  105,238  113,920 
Sales and marketing(1)
45,994  51,043  148,560  143,111 
General and administrative(1)
27,173  30,001  87,245  84,651 
Impairment expense 559  4,316  3,696  4,316 
Restructuring charges 9,720  —  9,720  — 
Total operating expenses 115,330  124,428  354,459  345,998 
Loss from operations (40,590) (58,342) (133,584) (155,444)
Net gain on extinguishment of debt —  —  —  36,760 
Interest income 3,819  4,908  11,604  13,602 
Interest expense (473) (862) (1,516) (3,307)
Other expense, net (317) (16) (213) (1,069)
Loss before income tax expense (37,561) (54,312) (123,709) (109,458)
Income tax expense (benefit) 455  (1) 1,463  244 
Net loss $ (38,016) $ (54,311) $ (125,172) $ (109,702)
Net loss per share attributable to common stockholders, basic and diluted $ (0.27) $ (0.42) $ (0.91) $ (0.86)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 139,237  129,873  137,097  127,735 
__________
(1)Includes stock-based compensation expense as follows:
Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Cost of revenue $ 1,911  $ 2,860  $ 6,734  $ 8,378 
Research and development 7,378  12,122  25,684  35,808 
Sales and marketing 7,113  9,061  22,014  25,643 
General and administrative 8,614  11,670  28,553  31,027 
Total $ 25,016  $ 35,713  $ 82,985  $ 100,856 








Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, unaudited)
Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Gross profit
GAAP gross profit $ 74,740  $ 66,086  $ 220,875  $ 190,554 
Stock-based compensation 1,911  2,860  6,734  8,378 
Amortization of acquired intangible assets 2,475  2,475  7,425  7,425 
Non-GAAP gross profit $ 79,126  $ 71,421  $ 235,034  $ 206,357 
GAAP gross margin 54.5  % 51.7  % 54.8  % 51.8  %
Non-GAAP gross margin 57.7  % 55.9  % 58.3  % 56.0  %
Research and development
GAAP research and development $ 31,884  $ 39,068  $ 105,238  $ 113,920 
Stock-based compensation (7,378) (10,426) (25,684) (34,112)
Executive transition costs —  (2,406) —  (2,406)
Non-GAAP research and development $ 24,506  $ 26,236  $ 79,554  $ 77,402 
Sales and marketing
GAAP sales and marketing $ 45,994  $ 51,043  $ 148,560  $ 143,111 
Stock-based compensation (7,113) (9,061) (22,014) (25,643)
Amortization of acquired intangible assets (2,300) (2,576) (6,901) (7,726)
Non-GAAP sales and marketing $ 36,581  $ 39,406  $ 119,645  $ 109,742 
General and administrative
GAAP general and administrative $ 27,173  $ 30,001  $ 87,245  $ 84,651 
Stock-based compensation (8,614) (11,670) (28,553) (31,027)
Non-GAAP general and administrative $ 18,559  $ 18,331  $ 58,692  $ 53,624 
Operating loss
GAAP operating loss $ (40,590) $ (58,342) $ (133,584) $ (155,444)
Stock-based compensation 25,016  34,017  82,985  99,160 
Restructuring charges 9,720  —  9,720  — 
Executive transition costs —  2,406  —  2,406 
Amortization of acquired intangible assets 4,775  5,051  14,326  15,151 
Impairment expense 559  4,316  3,696  4,316 
Non-GAAP operating loss $ (520) $ (12,552) $ (22,857) $ (34,411)
Net loss
GAAP net loss $ (38,016) $ (54,311) $ (125,172) $ (109,702)
Stock-based compensation 25,016  34,017  82,985  99,160 
Restructuring charges 9,720  —  9,720  — 
Executive transition costs —  2,406  —  2,406 
Amortization of acquired intangible assets 4,775  5,051  14,326  15,151 
Net gain on extinguishment of debt —  —  —  (36,760)
Impairment expense 559  4,316  3,696  4,316 
Amortization of debt discount and issuance costs 358  502  1,061  2,021 
Non-GAAP net income (loss) $ 2,412  $ (8,019) $ (13,384) $ (23,408)
Non-GAAP net income (loss) per common share — basic and diluted $ 0.02  $ (0.06) $ (0.10) $ (0.18)
Weighted average basic common shares 139,237  129,873  137,097  127,735 
Weighted average diluted common shares 143,415  129,873  137,097  127,735 







Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, unaudited) (continued)
Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Reconciliation of GAAP to Non-GAAP diluted shares
GAAP diluted shares
139,237  129,873  137,097  127,735 
Other dilutive equity awards
4,178  —  —  — 
Non-GAAP diluted shares
143,415  129,873  137,097  127,735 
Non-GAAP diluted net income (loss) per share
$ 0.02  $ (0.06) $ (0.10) $ (0.18)

Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Adjusted EBITDA
GAAP net loss $ (38,016) $ (54,311) $ (125,172) $ (109,702)
Stock-based compensation 25,016  34,017  82,985  99,160 
Restructuring charges 9,720  —  9,720  — 
Executive transition costs —  2,406  —  2,406 
Net gain on extinguishment of debt —  —  —  (36,760)
Impairment expense 559  4,316  3,696  4,316 
Depreciation and other amortization 13,781  13,202  40,624  38,412 
Amortization of acquired intangible assets 4,775  5,051  14,326  15,151 
Amortization of debt discount and issuance costs 358  502  1,061  2,021 
Interest income (3,819) (4,908) (11,604) (13,602)
Interest expense 115  360  455  1,286 
Other expense, net 317  16  213  1,069 
Income tax expense (benefit) 455  (1) 1,463  244 
Adjusted EBITDA $ 13,261  $ 650  $ 17,767  $ 4,001 





Condensed Consolidated Balance Sheets
(in thousands, unaudited)
As of
September 30, 2024
As of
December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 217,514  $ 107,921 
Marketable securities, current 90,733  214,799 
Accounts receivable, net of allowance for credit losses 116,800  120,498 
Prepaid expenses and other current assets 28,011  20,455 
Total current assets 453,058  463,673 
Property and equipment, net 180,288  176,608 
Operating lease right-of-use assets, net 47,700  55,212 
Goodwill 670,356  670,356 
Intangible assets, net 47,776  62,475 
Marketable securities, non-current —  6,088 
Other assets 72,576  90,779 
Total assets $ 1,471,754  $ 1,525,191 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 11,354  $ 5,611 
Accrued expenses 40,854  61,818 
Finance lease liabilities, current 4,882  15,684 
Operating lease liabilities, current 23,857  24,042 
Other current liabilities 33,261  40,539 
Total current liabilities 114,208  147,694 
Long-term debt 344,498  343,507 
Finance lease liabilities, non-current —  1,602 
Operating lease liabilities, non-current 40,565  48,484 
Other long-term liabilities 3,029  4,416 
Total liabilities 502,300  545,703 
Stockholders’ equity:
Common stock
Additional paid-in capital 1,929,397  1,815,245 
Accumulated other comprehensive loss (22) (1,008)
Accumulated deficit (959,924) (834,752)
Total stockholders’ equity 969,454  979,488 
Total liabilities and stockholders’ equity $ 1,471,754  $ 1,525,191 








Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Cash flows from operating activities:
Net loss $ (38,016) $ (54,311) $ (125,172) $ (109,702)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense 13,656  13,055  40,251  38,015 
Amortization of intangible assets 4,900  5,175  14,699  15,525 
Non-cash lease expense 5,463  5,464  16,819  17,227 
Amortization of debt discount and issuance costs 358  501  1,061  2,020 
Amortization of deferred contract costs 4,773  4,082  13,877  11,253 
Stock-based compensation 25,016  35,713  82,985  100,856 
Deferred income taxes 339  —  900  — 
Provision for credit losses 1,054  211  2,400  1,311 
(Gain) loss on disposals of property and equipment —  (42) 444  505 
Amortization of premiums (discounts) on investments (1,064) (403) (3,466) 344 
Impairment of operating lease right-of-use assets 371  401  371  588 
Impairment expense 559  4,316  3,696  4,316 
Net gain on extinguishment of debt —  —  —  (36,760)
Other adjustments 520  71  83  (257)
Changes in operating assets and liabilities:
Accounts receivable (3,976) (20,538) 1,298  (10,355)
Prepaid expenses and other current assets (2,589) 5,019  (7,420) 4,602 
Other assets (2,705) (4,286) (7,729) (16,269)
Accounts payable 4,754  314  4,514  1,258 
Accrued expenses 2,707  340  (4,142) (6,253)
Operating lease liabilities (7,329) (4,505) (19,341) (16,937)
Other liabilities (3,789) 1,033  (4,942) 6,452 
Net cash provided by (used in) operating activities 5,002  (8,390) 11,186  7,739 
Cash flows from investing activities:
Purchases of marketable securities (37,902) (73,091) (155,099) (73,091)
Sales of marketable securities —  —  775 
Maturities of marketable securities 113,032  86,030  289,709  428,125 
Advance payment for purchase of property and equipment —  —  (790) — 
Purchases of property and equipment (1,996) (325) (5,361) (8,283)
Proceeds from sale of property and equipment —  13  24  49 
Capitalized internal-use software (6,818) (4,951) (20,492) (15,390)
Net cash provided by investing activities 66,316  7,677  107,991  332,185 
Cash flows from financing activities:
Cash paid for debt extinguishment —  —  —  (196,934)
Repayments of finance lease liabilities (3,296) (6,041) (12,404) (21,243)
Payment of deferred consideration for business acquisitions —  —  (3,771) (4,393)
Proceeds from exercise of vested stock options 19  1,137  310  2,008 
Proceeds from employee stock purchase plan 2,168  2,222  6,083  7,009 
Net cash used in financing activities (1,109) (2,682) (9,782) (213,553)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash 109  (47) 48  538 
Net increase (decrease) in cash, cash equivalents, and restricted cash 70,318  (3,442) 109,443  126,909 
Cash, cash equivalents, and restricted cash at beginning of period 147,196  273,892  108,071  143,541 
Cash, cash equivalents, and restricted cash at end of period 217,514  270,450  217,514  270,450 
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows:
Cash and cash equivalents 217,514  270,300  217,514  270,300 
Restricted cash, current —  150  —  150 
Total cash, cash equivalents, and restricted cash $ 217,514  $ 270,450  $ 217,514  $ 270,450 











Free Cash Flow
(in thousands, unaudited)
Three months ended
September 30,
Nine months ended
September 30,
2024 2023 2024 2023
Net cash provided by (used in) operating activities $ 5,002  $ (8,390) $ 11,186  $ 7,739 
Capital expenditures(1)
(12,110) (11,304) (38,233) (44,867)
Advance payment for purchase of property and equipment(2)
—  —  (790) — 
Free Cash Flow $ (7,108) $ (19,694) $ (27,837) $ (37,128)
__________
(1)Capital expenditures are defined as 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.
(2)In the nine months ended September 30, 2024, we received $11.9 million of capital equipment that was prepaid prior to the current quarter, as reflected in the supplemental disclosure of our statement of cash flows.


Contacts
Investor Contact
Vernon Essi, Jr.
ir@fastly.com

Media Contact
Spring Harris
press@fastly.com

Source: Fastly, Inc.

EX-99.2 3 ex992-investorsupplement93.htm EX-99.2 Document
fastlylogo-redxjpega.jpg                                                  Exhibit 99.2

Third Quarter 2024 Investor Supplement
Product Innovation and Developments
•Enhanced Fastly Next-Gen WAF with new capabilities that reduced the time to activate the product, enriched detection signals, and provided additional context to data with Country and IP Corp/Site lists.
•Updated Fastly Bot Management with new bot analysis capability to provide customers with visibility and control of their bot management expenses, while also enabling customers to provide logos for bot challenges.
•Enhanced the Fastly trials experience with access to combined trials for full product lines, helping customers discover new tools and unlock the full value of the Fastly Edge Cloud Platform.
•Added the Fastly Support Portal to the Fastly single sign-on experience, allowing customers to seamlessly navigate across the Fastly Control Panel, Next-Gen WAF Console and Support Portal.
Customer and Partner Highlights
•Product package deals in the third quarter more than doubled year-over-year, and new logo packages tripled, representing 43% of packages sold compared to 16% in the third quarter of 2023.
•New deal registrations grew 33% year-over-year in the third quarter, and year-to-date bookings grew 46% year-over-year.
•Cineverse, an entertainment company encompassing digital cinema, streaming channels, content marketing, and distribution, selected Fastly’s Media Video Delivery offering.
•Connected Television Group, a video distribution solutions and services provider, selected Fastly’s CDN and Support services.

Calculations of Key and Other Selected Metrics – Quarterly (unaudited)
Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Revenue by Product (in millions):
Network Services Revenue $ 96.8 $ 94.3 $ 98.5 $ 102.5 $ 109.8 $ 106.0 $ 104.2 $ 107.4
Security Revenue $ 20.7 $ 21.2 $ 22.5 $ 23.3 $ 25.8 $ 24.6 $ 25.4 $ 26.2
Other Revenue $ 1.8 $ 2.0 $ 1.8 $ 1.9 $ 2.2 $ 2.9 $ 2.8 $ 3.6
Total Revenue
$ 119.3 $ 117.6 $ 122.8 $ 127.8 $ 137.8 $ 133.5 $ 132.4 $ 137.2
Key Metrics:
Enterprise Customer Count(1)
533  540  551  547  578  577  601  576 
Enterprise Customer Revenue % 92  % 91  % 92  % 92  % 92  % 91  % 91  % 92  %
Total Customer Count(1)
3,062  3,100  3,072  3,102  3,243  3,290  3,295  3,638 
Top Ten Customer Revenue % 37  % 35  % 37  % 40  % 40  % 38  % 34  % 33  %
LTM Net Retention Rate (NRR)(2)
119  % 116  % 116  % 114  % 113  % 114  % 110  % 105  %
Annual Revenue Retention Rate (ARR)(7)
98.9  % —  % —  % —  % 99.2  % —  % —  % —  %
Remaining Performance Obligation (RPO)(3)
$ 198.3 $ 242.4 $ 230.9 $ 247.6 $ 235.7 $ 227.0 $ 223.1 $ 235.4


Corporate Highlights
•Fastly Threat Insights Report revealed 91% of cyberattacks now target multiple organizations using mass scanning.
•Fastly’s “Bots Wars: How Bad Bots are Hurting Businesses” research revealed 59% of organizations reported an increase in bot attacks over the past year, with significant attacks costing organizations $2.9 million on average.
•Hosted Xcelerate Sydney, a curated customer event bringing together thought leaders and industry pioneers for a jam-packed day of innovation.
Key Metrics Highlights
•Enterprise customer1 count was 576 in the third quarter, down 25 from the second quarter of 2024. Total customer count1 was 3,638 in the third quarter, up 343 from the second quarter of 2024.
•Fastly's top ten customers accounted for 33% of revenue in the third quarter compared to 40% in the third quarter of 2023. Revenue from the top ten customers declined 11% year-over-year compared to revenue growth of 20% year-over-year from customers outside the top ten.
•Last 12-month net retention rate (LTM NRR)2 decreased to 105% in the third quarter from 110% in the second quarter of 2024.
•Remaining performance obligations (RPO)3 were $235 million, up 6% from $223 million in the second quarter of 2024.
Fourth Quarter and Full Year 2024 Guidance
Q4 2024 Full Year 2024
Total Revenue (millions) $136.0 - $140.0 $539.0 - $543.0
Non-GAAP Operating Loss (millions)(4)
($5.0) - ($1.0) ($28.0) - ($24.0)
Non-GAAP Net Income (Loss) per share (5)(6)
($0.02) - $0.02 ($0.12) - ($0.08)



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Key Metrics
1.Our number of customers is 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. 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.
2.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.
3.Remaining performance obligations include future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied.
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 supplement.
5.Assumes weighted average basic shares outstanding of 141.0 million in Q4 2024 and 137.5 million for the full year 2024.
6.Non-GAAP Net Income (Loss) per share is calculated as Non-GAAP Net Income (Loss) divided by weighted average basic shares for 2024.
7.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 existing and new products and product enhancements; the capabilities of Fastly Next-Gen WAF and Fastly Bot Management; expectations regarding customer experiences with the Fastly trials experience and Support Portal; expectations regarding customer mix; 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, 2023, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and other filings and reports that Fastly 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 income (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 income (loss) and non-GAAP basic and diluted net income (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, impairment expense 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, impairment expense, other income (expense), net, and income taxes.
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 income (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.


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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 income (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.
Impairment Expense: consists of charges related to our long-lived assets. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (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.
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 income (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 income (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 income (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.
Restructuring Charges: consists primarily of employee-related severance and termination benefits related to management's restructuring plan that resulted in a reduction in our workforce. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (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.
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.


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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 income (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 investor supplement.



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

Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Revenue $ 119,321  $ 117,564  $ 122,831  $ 127,816  $ 137,777  $ 133,520  $ 132,371  $ 137,206 
Cost of revenue(1)
56,738  57,310  58,617  61,730  62,003  60,286  59,470  62,466 
Gross profit 62,583  60,254  64,214  66,086  75,774  73,234  72,901  74,740 
Operating expenses:
Research and development(1)
37,197  37,431  37,421  39,068  38,270  38,248  35,106  31,884 
Sales and marketing(1)
44,623  44,271  47,797  51,043  48,662  49,607  52,959  45,994 
General and administrative (1)
29,225  25,827  28,823  30,001  31,426  31,639  28,433  27,173 
Impairment expense —  —  —  4,316  —  —  3,137  559 
Restructuring charges
—  —  —  —  —  —  —  9,720 
Total operating expenses 111,045  107,529  114,041  124,428  118,358  119,494  119,635  115,330 
Loss from operations (48,462) (47,275) (49,827) (58,342) (42,584) (46,260) (46,734) (40,590)
Net gain on extinguishment of debt —  —  36,760  —  15,656  —  —  — 
Interest income 2,894  4,186  4,508  4,908  4,584  3,848  3,937  3,819 
Interest expense (1,354) (1,213) (1,232) (862) (744) (579) (464) (473)
Other income (expense), net
46  (250) (803) (16) (763) (89) 193  (317)
Loss before income taxes (46,876) (44,552) (10,594) (54,312) (23,851) (43,080) (43,068) (37,561)
Income tax expense (benefit) (223) 135  110  (1) (465) 347  661  455 
Net loss $ (46,653) $ (44,687) $ (10,704) $ (54,311) $ (23,386) $ (43,427) $ (43,729) $ (38,016)
Net loss per share attributable to common stockholders, basic and diluted $ (0.38) $ (0.36) $ (0.08) $ (0.42) $ (0.18) $ (0.32) $ (0.32) $ (0.27)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 123,587  125,418  127,863  129,873  131,843  134,587  137,444  139,237 
__________
(1)Includes stock-based compensation expense as follows:
Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Cost of revenue $ 2,938  $ 2,681  $ 2,837  $ 2,860  $ 3,278  $ 2,779  $ 2,044  $ 1,911 
Research and development 11,469  11,481  12,205  12,122  12,019  10,323  7,983  7,378 
Sales and marketing 7,885  6,705  9,877  9,061  8,060  7,843  7,058  7,113 
General and administrative 9,126  7,284  12,073  11,670  12,090  10,876  9,063  8,614 
Total $ 31,418  $ 28,151  $ 36,992  $ 35,713  $ 35,447  $ 31,821  $ 26,148  $ 25,016 











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

Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Gross Profit
GAAP gross Profit $ 62,583  $ 60,254  $ 64,214  $ 66,086  $ 75,774  $ 73,234  $ 72,901  $ 74,740 
Stock-based compensation 2,938  2,681  2,837  2,860  3,278  2,779  2,044  1,911 
Amortization of acquired intangible assets 2,475  2,475  2,475  2,475  2,475  2,475  2,475  2,475 
Non-GAAP gross profit 67,996  65,410  69,526  71,421  81,527  78,488  77,420  79,126 
GAAP gross margin 52.4  % 51.3  % 52.3  % 51.7  % 55.0  % 54.8  % 55.1  % 54.5  %
Non-GAAP gross margin 57.0  % 55.6  % 56.6  % 55.9  % 59.2  % 58.8  % 58.5  % 57.7  %
Research and development
GAAP research and development 37,197  37,431  37,421  39,068  38,270  38,248  35,106  31,884 
Stock-based compensation (11,469) (11,481) (12,205) (10,426) (11,728) (10,323) (7,983) (7,378)
Executive transition costs —  —  —  (2,406) (385) —  —  — 
Non-GAAP research and development 25,728  25,950  25,216  26,236  26,157  27,925  27,123  24,506 
Sales and marketing
GAAP sales and marketing 44,623  44,271  47,797  51,043  48,662  49,607  52,959  45,994 
Stock-based compensation (7,885) (6,705) (9,877) (9,061) (8,060) (7,843) (7,058) (7,113)
Amortization of acquired intangible assets (2,575) (2,575) (2,575) (2,576) (2,300) (2,300) (2,301) (2,300)
Non-GAAP sales and marketing 34,163  34,991  35,345  39,406  38,302  39,464  43,600  36,581 
General and administrative
GAAP general and administrative 29,225  25,827  28,823  30,001  31,426  31,639  28,433  27,173 
Stock-based compensation (9,126) (7,284) (12,073) (11,670) (12,090) (10,876) (9,063) (8,614)
Non-GAAP general and administrative 20,099  18,543  16,750  18,331  19,336  20,763  19,370  18,559 
Operating loss
GAAP operating loss (48,462) (47,275) (49,827) (58,342) (42,584) (46,260) (46,734) (40,590)
Stock-based compensation 31,418  28,151  36,992  34,017  35,156  31,821  26,148  25,016 
Restructuring charges
—  —  —  —  —  —  —  9,720 
Executive transition costs —  —  —  2,406  385  —  —  — 
Amortization of acquired intangible assets 5,050  5,050  5,050  5,051  4,775  4,775  4,776  4,775 
Impairment expense
—  —  —  4,316  —  —  3,137  559 
Non-GAAP operating loss (11,994) (14,074) (7,785) (12,552) (2,268) (9,664) (12,673) (520)
Net loss
GAAP net loss (46,653) (44,687) (10,704) (54,311) (23,386) (43,427) (43,729) (38,016)
Stock-based compensation 31,418  28,151  36,992  34,017  35,156  31,821  26,148  25,016 
Restructuring charges
—  —  —  —  —  —  —  9,720 
Executive transition costs —  —  —  2,406  385  —  —  — 
Amortization of acquired intangible assets 5,050  5,050  5,050  5,051  4,775  4,775  4,776  4,775 
Net gain on extinguishment of debt —  —  (36,760) —  (15,656) —  —  — 
Impairment expense —  —  —  4,316  —  —  3,137  559 
Amortization of debt issuance costs 716  716  803  502  456  354  349  358 
Non-GAAP net income (loss)
$ (9,469) $ (10,770) $ (4,619) $ (8,019) $ 1,730  $ (6,477) $ (9,319) $ 2,412 
GAAP net loss per common share — basic and diluted
$ (0.38) $ (0.36) $ (0.08) $ (0.42) $ (0.18) $ (0.32) $ (0.32) $ (0.27)
Non-GAAP net income (loss) per common share — basic and diluted
$ (0.08) $ (0.09) $ (0.04) $ (0.06) $ 0.01  $ (0.05) $ (0.07) $ 0.02 
Weighted average basic common shares 123,587  125,418  127,863  129,873  131,843  134,587  137,444  139,237 
Weighted average diluted common shares
123,587  125,418  127,863  129,873  141,162  134,587  137,444  143,415 



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

Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Reconciliation of GAAP to Non-GAAP diluted shares:
GAAP diluted shares 123,587  125,418  127,863  129,873  131,843  134,587  137,444  139,237 
Other dilutive equity awards —  —  —  —  9,319  —  —  4,178 
Non-GAAP diluted shares 123,587  125,418  127,863  129,873  141,162  134,587  137,444  143,415 
Non-GAAP diluted net income (loss) per share
(0.08) (0.09) (0.04) (0.06) 0.01  (0.05) (0.07) 0.02 

Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Adjusted EBITDA
GAAP net loss $ (46,653) $ (44,687) $ (10,704) $ (54,311) $ (23,386) $ (43,427) $ (43,729) $ (38,016)
Stock-based compensation 31,418  28,151  36,992  34,017  35,156  31,821  26,148  25,016 
Depreciation and other amortization 11,903  12,179  13,030  13,202  13,727  13,400  13,443  13,781 
Amortization of acquired intangible assets 5,050  5,050  5,050  5,051  4,775  4,775  4,776  4,775 
Amortization of debt discount and issuance costs 716  716  803  502  456  354  349  358 
Restructuring charges
—  —  —  —  —  —  —  9,720 
Executive transition costs —  —  —  2,406  385  —  —  — 
Net gain on extinguishment of debt —  —  (36,760) —  (15,656) —  —  — 
Impairment expense
—  —  —  4,316  —  —  3,137  559 
Interest income (2,894) (4,186) (4,508) (4,908) (4,584) (3,848) (3,937) (3,819)
Interest expense 638  497  429  360  288  225  115  115 
Other (income) expense, net (46) 250  803  16  763  89  (193) 317 
Income tax (benefit) expense (223) 135  110  (1) (465) 347  661  455 
Adjusted EBITDA $ (91) $ (1,895) $ 5,245  $ 650  $ 11,459  $ 3,736  $ 770  $ 13,261 



























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Non-GAAP Consolidated Statements of Operations - Quarterly
(unaudited, in thousands, except per share amounts)
Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Revenue $ 119,321  $ 117,564  $ 122,831  $ 127,816  $ 137,777  $ 133,520  $ 132,371  $ 137,206 
Cost of revenue (1)(2)
51,325  52,154  53,305  56,395  56,250  55,032  54,951  58,080 
Gross profit (1)(2)
67,996  65,410  69,526  71,421  81,527  78,488  77,420  79,126 
Operating expenses:
Research and development(1)(3)
25,728  25,950  25,216  26,236  26,157  27,925  27,123  24,506 
Sales and marketing(1)(2)
34,163  34,991  35,345  39,406  38,302  39,464  43,600  36,581 
General and administrative (1)
20,099  18,543  16,750  18,331  19,336  20,763  19,370  18,559 
Total operating expenses(1)(2)(3)(4)(5)
79,990  79,484  77,311  83,973  83,795  88,152  90,093  79,646 
Loss from operations(1)(2)(3)(4)(5)
(11,994) (14,074) (7,785) (12,552) (2,268) (9,664) (12,673) (520)
Interest income 2,894  4,186  4,508  4,908  4,584  3,848  3,937  3,819 
Interest expense(6)
(638) (497) (429) (360) (288) (225) (115) (115)
Other income (expense), net 46  (250) (803) (16) (763) (89) 193  (317)
Income (loss) before income tax expense (benefit)(1)(2)(3)(4)(5)(6)(7)
(9,692) (10,635) (4,509) (8,020) 1,265  (6,130) (8,658) 2,867 
Income tax expense (benefit)
(223) 135  110  (1) (465) 347  661  455 
Net income (loss)(1)(2)(3)(4)(5)(6)(7)
$ (9,469) $ (10,770) $ (4,619) $ (8,019) $ 1,730  $ (6,477) $ (9,319) $ 2,412 
Net income (loss) per share attributable to common stockholders, basic and diluted
$ (0.08) $ (0.09) $ (0.04) $ (0.06) $ 0.01  $ (0.05) $ (0.07) $ 0.02 
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 123,587 125,418 127,863 129,873 131,843 134,587 137,444 139,237
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 123,587 125,418 127,863 129,873 141,162 134,587 137,444 143,415
(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 executive transition costs. See GAAP to Non-GAAP reconciliations.
(4) Excludes impairment expense. See GAAP to Non-GAAP reconciliations.
(5) Excludes restructuring charges. See GAAP to Non-GAAP reconciliations.
(6) Excludes amortization of debt discount and issuance costs. See GAAP to Non-GAAP reconciliations.
(7) Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.




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Consolidated Balance Sheets - Quarterly
(unaudited, in thousands)
Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Assets
Current assets:
Cash and cash equivalents $ 143,391  $ 348,463  $ 273,742  $ 270,300  $ 107,921  $ 150,809  $ 147,196  $ 217,514 
Marketable securities 374,581  198,116  123,605  158,055  214,799  178,677  164,569  90,733 
Accounts receivable, net 89,578  85,344  78,295  98,622  120,498  107,517  113,878  116,800 
Prepaid expenses and other current assets 28,933  29,717  29,500  24,481  20,455  23,207  25,312  28,011 
Total current assets 636,483  661,640  505,142  551,458  463,673  460,210  450,955  453,058 
Property and equipment, net 180,378  179,922  179,045  171,914  176,608  177,574  177,058  180,288 
Operating lease right-of-use assets, net 68,440  60,615  56,733  52,927  55,212  54,420  52,451  47,700 
Goodwill 670,185  670,192  670,356  670,356  670,356  670,356  670,356  670,356 
Intangible assets, net 82,900  77,725  72,550  67,375  62,475  57,576  52,676  47,776 
Marketable securities, non-current 165,105  117,518  78,042  32,280  6,088  1,743  —  — 
Other assets 92,622  94,798  95,550  94,353  90,779  84,044  79,176  72,576 
Total assets $ 1,896,113  $ 1,862,410  $ 1,657,418  $ 1,640,663  $ 1,525,191  $ 1,505,923  $ 1,482,672  $ 1,471,754 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 4,786  $ 4,668  $ 5,561  $ 5,723  $ 5,611  $ 5,485  $ 5,532  $ 11,354 
Accrued expenses 61,161  42,311  47,001  56,595  61,818  35,555  34,445  40,854 
Finance lease liabilities 28,954  24,763  22,233  19,250  15,684  11,974  8,178  4,882 
Operating lease liabilities 23,026  20,516  20,575  21,533  24,042  22,580  25,399  23,857 
Other current liabilities 34,394  32,942  36,234  40,234  40,539  44,633  35,748  33,261 
Total current liabilities 152,321  125,200  131,604  143,335  147,694  120,227  109,302  114,208 
Long-term debt, less current portion 704,710  705,378  472,369  472,823  343,507  343,837  344,167  344,498 
Finance lease liabilities, noncurrent 15,507  10,858  7,026  3,860  1,602  440  —  — 
Operating lease liabilities, noncurrent 61,341  56,275  51,448  47,775  48,484  46,857  44,634  40,565 
Other long-term liabilities 7,076  6,144  7,217  4,298  4,416  2,756  3,382  3,029 
Total liabilities 940,955  903,855  669,664  672,091  545,703  514,117  501,485  502,300 
Stockholders’ equity:
Common stock
Additional paid-in capital 1,666,106  1,710,498  1,747,959  1,781,870  1,815,245  1,870,503  1,903,374  1,929,397 
Accumulated other comprehensive loss (9,286) (5,594) (3,152) (1,934) (1,008) (521) (282) (22)
Accumulated deficit (701,664) (746,351) (757,055) (811,366) (834,752) (878,179) (921,908) (959,924)
Total stockholders’ equity 955,158  958,555  987,754  968,572  979,488  991,806  981,187  969,454 
Total liabilities and stockholders’ equity $ 1,896,113  $ 1,862,410  $ 1,657,418  $ 1,640,663  $ 1,525,191  $ 1,505,923  $ 1,482,672  $ 1,471,754 








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

Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Cash flows from operating activities:
Net loss $ (46,653) $ (44,687) $ (10,704) $ (54,311) $ (23,386) $ (43,427) $ (43,729) $ (38,016)
Adjustments to reconcile net loss to net cash used in operating activities: —  —  —  —  —  —  — 
Depreciation expense 11,371  12,040  12,920  13,055  13,587  13,277  13,318  13,656 
Amortization of intangible assets 5,582  5,175  5,175  5,175  4,899  4,899  4,900  4,900 
Non-cash lease expense 5,793  6,115  5,648  5,464  5,451  5,556  5,800  5,463 
Amortization of debt discount and issuance costs 715  716  803  501  456  354  349  358 
Amortization of deferred contract costs 2,896  3,425  3,746  4,082  4,295  4,573  4,531  4,773 
Stock-based compensation 31,418  28,151  36,992  35,713  35,447  31,821  26,148  25,016 
Deferred income taxes
—  —  —  —  (900) 228  333  339 
Provision for credit losses 624  533  567  211  714  953  393  1,054 
(Gain) loss on disposals of property and equipment —  251  296  (42) —  399  45  — 
Amortization of premiums (discounts) on investments
515  449  298  (403) (990) (1,158) (1,244) (1,064)
Impairment of operating lease right-of-use assets 2,083  —  187  401  156  —  —  371 
Impairment expense —  —  —  4,316  —  —  3,137  559 
Net gain on extinguishment of debt —  —  (36,760) —  (15,656) —  —  — 
Other adjustments 3,980  (243) (85) 71  905  (259) (178) 520 
Changes in operating assets and liabilities: —  —  —  —  —  —  — 
Accounts receivable (17,288) 3,701  6,482  (20,538) (22,590) 12,028  (6,754) (3,976)
Prepaid expenses and other current assets (971) (634) 217  5,019  4,107  (2,700) (2,131) (2,589)
Other assets (15,492) (7,212) (4,771) (4,286) (6,868) (1,814) (3,210) (2,705)
Accounts payable (1,267) (175) 1,119  314  (876) 101  (341) 4,754 
Accrued expenses 3,799  (6,827) 234  340  (1,603) (8,760) 1,911  2,707 
Operating lease liabilities (4,335) (5,750) (6,682) (4,505) (5,137) (7,606) (4,406) (7,329)
Other liabilities 5,102  (3,889) 9,308  1,033  612  2,667  (3,820) (3,789)
Net cash provided by (used in) operating activities (12,128) (8,861) 24,990  (8,390) (7,377) 11,132  (4,948) 5,002 
Cash flows from investing activities:
Purchases of marketable securities —  —  —  (73,091) (59,142) (56,948) (60,249) (37,902)
Sales of marketable securities 65  —  774  24,850  —  —  — 
Maturities of marketable securities 94,303  227,211  114,884  86,030  5,642  99,080  77,597  113,032 
Business acquisitions, net of cash acquired 1,843  —  —  —  —  —  —  — 
Advance payment for purchase of property and equipment (10,923) —  —  —  —  —  (790) — 
Purchases of property and equipment
(8,529) (3,494) (4,464) (325) (2,693) (1,603) (1,762) (1,996)
Proceeds from sale of property and equipment 126  22  14  13  —  —  24  — 
Capitalized internal-use software (4,290) (4,209) (6,230) (4,951) (5,902) (6,845) (6,829) (6,818)
Net cash provided by (used in) investing activities
72,595  219,530  104,978  7,677  (37,245) 33,684  7,991  66,316 
Cash flows from financing activities:
Cash paid for debt extinguishment —  —  (196,934) —  (113,606) —  —  — 
Repayments of finance lease liabilities
(4,427) (8,645) (6,557) (6,041) (5,932) (4,872) (4,236) (3,296)
Payment of deferred consideration for business acquisitions —  —  (4,393) —  —  —  (3,771) — 
Proceeds from exercise of vested stock options 364  336  535  1,137  161  111  180  19 
Proceeds from employee stock purchase plan (949) 2,596  2,191  2,222  1,550  2,881  1,034  2,168 
Net cash used in financing activities
(5,012) (5,713) (205,158) (2,682) (117,827) (1,880) (6,793) (1,109)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash 39  116  469  (47) 70  (48) (13) 109 
Net increase (decrease) in cash, cash equivalents, and restricted cash 55,494  205,072  (74,721) (3,442) (162,379) 42,888  (3,763) 70,318 
Cash, cash equivalents, and restricted cash at beginning of period 88,047  143,541  348,613  273,892  270,450  108,071  150,959  147,196 
Cash, cash equivalents, and restricted cash at end of period $ 143,541  $ 348,613  $ 273,892  $ 270,450  $ 108,071  $ 150,959  $ 147,196  $ 217,514 



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Free Cash Flow
(in thousands, unaudited)
Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Net cash provided by (used in) operating activities
$ (12,128) $ (8,861) $ 24,990  $ (8,390) $ (7,377) $ 11,132  $ (4,948) $ 5,002 
Capital expenditures(1):
Purchases of property and equipment (8,529) (3,494) (4,464) (325) (2,693) (1,603) (1,762) (1,996)
Proceeds from sale of property and equipment 126  22  14  13  —  —  24  — 
Capitalized internal-use software (4,290) (4,209) (6,230) (4,951) (5,902) (6,845) (6,829) (6,818)
Repayments of finance lease liabilities (4,427) (8,645) (6,557) (6,041) (5,932) (4,872) (4,236) (3,296)
Advance payment for purchase of property and equipment (2)
(10,923) —  —  —  —  —  (790) — 
Free Cash Flow $ (40,171) $ (25,187) $ 7,753  $ (19,694) $ (21,904) $ (2,188) $ (18,541) $ (7,108)
__________
(1)Capital expenditures are defined as 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.
(2)In the nine months ended September 30, 2024, we received $11.9 million of capital equipment that was prepaid prior to the current quarter, as reflected in the supplemental disclosure of our statement of cash flows.