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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): December 1, 2022
SAMSARA INC.
(Exact name of registrant as specified in its charter)
Delaware
 001-41140
47-3100039
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1 De Haro Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)
(415) 985-2400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share IOT The 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. o Item 2.02 Results of Operations and Financial Condition.


On December 1, 2022, Samsara Inc. (“Samsara”) issued a press release announcing its financial results for the three and nine months ended October 29, 2022. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the exhibit attached hereto as Exhibit 99.1, 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 made by Samsara under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAMSARA INC.
Date: December 1, 2022
 By: /s/ Adam Eltoukhy
Adam Eltoukhy
Vice President, General Counsel and Corporate Secretary

EX-99.1 2 samsaraepr-q32023.htm PRESS RELEASE Document


Exhibit 99.1
samsara_logoa.jpg
Samsara Reports Third Quarter Fiscal 2023 Financial Results
•Q3 revenue of $169.8 million, representing 49% year-over-year growth
•Ending ARR of $723.7 million, representing 47% year-over-year growth
•1,113 customers with ARR over $100,000, up 56% year-over-year
SAN FRANCISCO, December 1, 2022 — Samsara Inc. (NYSE: IOT), the pioneer of the Connected Operations Cloud, reported financial results for the third quarter ended October 29, 2022, and released a shareholder letter accessible from the Samsara investor relations website at investors.samsara.com.
“We delivered another quarter of durable and efficient growth at scale, including ending ARR of $724 million, growing 47% year-over-year,” said Sanjit Biswas, co-founder and CEO of Samsara. “We partner with customers that power the global economy and span a number of diverse industries. Amid macroeconomic uncertainties, our customers remain focused on delivering profitability. They are focused on asset efficiency, worker availability, and maintaining safe and compliant operations. We are proud to deliver value to our customers in all of these areas by digitizing their physical operations with Samsara’s Connected Operations Cloud.”
Third Quarter Fiscal 2023 Financial Highlights
(In millions, except percentage, percentage points, and per share data)
Q3 FY2023 Q3 FY2022 Y/Y Change
Annual Recurring Revenue (ARR) $ 723.7  $ 492.8  47  %
Total revenue $ 169.8  $ 113.8  49  %
GAAP gross profit $ 122.5  $ 82.0  $ 40.5 
GAAP gross margin 72  % 72  % —   pt
Non-GAAP gross profit $ 125.2  $ 82.0  $ 43.2 
Non-GAAP gross margin 74  % 72  % 2   pts
GAAP operating loss $ (63.5) $ (32.3) $ (31.2)
GAAP operating margin (37  %) (28  %) (9   pts)
Non-GAAP operating loss $ (16.6) $ (29.5) $ 12.9 
Non-GAAP operating margin (10  %) (26  %) 16   pts
GAAP net loss per share $ (0.11) $ (0.13) $ 0.02 
Non-GAAP net loss per share $ (0.02) $ (0.12) $ 0.10 
Net cash used in operating activities $ (12.9) $ (41.3) $ 28.4 
Adjusted free cash flow $ (14.9) $ (43.0) $ 28.1 
Adjusted free cash flow margin (9  %) (38  %) 29   pts
We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with generally accepted accounting principles (“GAAP”). See the section titled “Use of Non-GAAP Financial Measures” for an explanation of non-GAAP financial measures and the tables in the section titled “Reconciliation Between GAAP and Non-GAAP Financial Measures” for a reconciliation of GAAP to non-GAAP financial measures.
1

Financial Outlook
Our guidance includes GAAP and non-GAAP financial measures. For the fourth quarter and fiscal year 2023, Samsara expects the following:
Q4 FY2023 Outlook FY 2023 Outlook
Total revenue $170 million – $172 million $636 million – $638 million
Year/Year growth 35% – 37% 48% – 49%
Non-GAAP operating margin (16%) (14%)
Non-GAAP net loss per share ($0.05) – ($0.06) ($0.16) – ($0.17)
A reconciliation of non-GAAP guidance financial measures to corresponding GAAP guidance financial measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty and potential variability of expenses, such as stock-based compensation expense-related charges, that may be incurred in the future and cannot be reasonably determined or predicted at this time. It is important to note that these factors could be material to our results of operations computed in accordance with GAAP.
About Samsara
Samsara is the pioneer of the Connected Operations Cloud, which allows businesses that depend on physical operations to harness IoT (Internet of Things) data to develop actionable business insights and improve their operations. Samsara operates in North America and Europe and serves tens of thousands of customers across a wide range of industries including transportation, wholesale and retail trade, construction, field services, logistics, utilities and energy, government, healthcare and education, manufacturing, and food and beverage. The company’s mission is to increase the safety, efficiency, and sustainability of the operations that power the global economy.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may relate to, but are not limited to, expectations of future operating results or financial performance, the calculation of certain of our key financial and operating metrics, our market opportunity, industry developments and trends, customer demand for our solution, macroeconomic conditions and any expected benefits of our products, and our competitive position, as well as assumptions relating to the foregoing.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and could cause actual results and events to differ. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable expressions that concern our expectations, strategy, plans, or intentions. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements are based on information available at the time those statements are made, including information furnished to us by third parties that we have not independently verified, and/or management’s good faith beliefs and assumptions as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
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These risks and uncertainties include our ability to retain customers and expand the Applications used by our customers, our ability to attract new customers, our future financial performance, including trends in revenue and annual recurring revenue, net retention rate, costs of revenue, gross profit or gross margin, operating expenses, customer counts, non-GAAP financial measures (such as non-GAAP gross margin, non-GAAP operating margin, and adjusted free cash flow margin), our ability to achieve or maintain profitability, the demand for our products or for solutions for connected operations in general, the impact of the ongoing COVID-19 pandemic, the Russia-Ukraine conflict, geopolitical tensions involving China, and macroeconomic conditions globally on our and our customers’, partners’ and suppliers’ operations and future financial performance, possible harm caused by silicon component shortages and other supply chain constraints, the length of our sales cycles, possible harm caused by a security breach or other incident affecting our or our customers’ assets or data, our ability to compete successfully in competitive markets, our ability to respond to rapid technological changes, and our ability to continue to innovate and develop new Applications. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings and reports that we may file from time to time with the Securities and Exchange Commission, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Use of Non-GAAP Financial Measures
This document includes certain non-GAAP financial measures. Reconciliations of non-GAAP financial measures to our financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data.
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. In addition, adjusted free cash flow does not reflect our future contractual commitments or the total increase or decrease of our cash balance for a given period. All of these limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.
We present these non-GAAP financial measures to assist investors in seeing Samsara’s operating results through the eyes of management, and because we believe that these measures provide an additional tool for investors to evaluate our business.
Expenses Excluded from Non-GAAP Financial Measures—Stock-based compensation expense is excluded primarily because it is a non-cash expense that management believes is not reflective of our ongoing operational performance. Employer taxes on employee equity transactions, which is a cash expense, is excluded because such taxes are tied to the timing and size of the vesting of the underlying equity awards and the price of our common stock at the time of vesting, which may vary from period to period independent of the operating performance of our business. Lease modification, impairment, and related charges are excluded because such charges are not reflective of our ongoing operational performance.
Operating Metrics and Non-GAAP Financial Measures
Annual Recurring Revenue—We define ARR as the annualized value of subscription contracts that have commenced revenue recognition as of the measurement date.
Non-GAAP Gross Profit and Non-GAAP Gross Margin—We define non-GAAP gross profit as gross profit plus stock-based compensation expense-related charges, including employer taxes on employee equity transactions, included in cost of revenue. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of total revenue. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that non-GAAP gross profit and non-GAAP gross margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations.
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Non-GAAP Loss from Operations and Non-GAAP Operating Margin—We define non-GAAP loss from operations, or non-GAAP operating loss, as loss from operations excluding the effect of stock-based compensation expense-related charges, including employer taxes on employee equity transactions, and lease modification, impairment, and related charges. Non-GAAP operating margin is defined as non-GAAP operating loss as a percentage of total revenue. We use non-GAAP loss from operations and non-GAAP operating margin in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that non-GAAP loss from operations and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations.
Non-GAAP Net Loss and Non-GAAP Net Loss per Share—We define non-GAAP net loss and non-GAAP net loss per share as net loss and net loss per share excluding the effect of stock-based compensation expense-related charges, including employer taxes on employee equity transactions, and lease modification, impairment, and related charges. We use non-GAAP net loss and non-GAAP net loss per share in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that non-GAAP net loss and non-GAAP net loss per share provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations.
Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin—We define adjusted free cash flow as net cash used in operating activities less cash used for purchases of property and equipment, plus non-recurring capital expenditures associated with the build-out of our corporate office facilities in San Francisco, net of tenant allowances. Adjusted free cash flow margin is calculated as adjusted free cash flow as a percentage of total revenue. We believe that adjusted free cash flow and adjusted free cash flow margin, even if negative, are useful in evaluating liquidity and provide information to management and investors about our ability to fund future operating needs and strategic initiatives.
Webcast Information and Shareholder Letter
An investor presentation and accompanying shareholder letter is accessible from the Samsara investor relations website at https://investors.samsara.com/. Samsara will host a live webcast to discuss the results at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) today. The live webcast may be accessed at https://investors.samsara.com/. Following the webcast, a replay will be accessible from the same website.
Investor Contact:
Mike Chang
ir@samsara.com
Media Contact:
Adam Simons
media@samsara.com
4

SAMSARA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
As of
October 29, 2022 January 29, 2022
Assets
Current assets:
Cash and cash equivalents $ 447,040  $ 921,218 
Short-term investments 291,815  — 
Accounts receivable, net 90,796  81,987 
Inventories 44,501  33,067 
Connected device costs, current 72,685  52,519 
Prepaid expenses and other current assets 16,196  11,376 
Total current assets 963,033  1,100,167 
Restricted cash 23,096  23,092 
Long-term investments 63,688  — 
Property and equipment, net 57,358  36,772 
Operating lease right-of-use assets 118,511  134,427 
Connected device costs, non-current 180,120  141,292 
Deferred commissions 128,212  117,757 
Other assets, non-current 15,964  14,422 
Total assets $ 1,549,982  $ 1,567,929 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 43,366  $ 54,705 
Accrued expenses and other current liabilities 34,848  31,835 
Accrued compensation and benefits 22,511  27,107 
Deferred revenue, current 255,420  203,185 
Operating lease liabilities, current 21,701  21,447 
Total current liabilities 377,846  338,279 
Deferred revenue, non-current 118,823  110,501 
Operating lease liabilities, non-current 106,182  123,513 
Other liabilities, non-current 7,378  6,689 
Total liabilities 610,229  578,982 
Commitments and contingencies
Stockholders’ equity:
Preferred stock —  — 
Class A common stock 7  6 
Class B common stock 23  23 
Class C common stock —  — 
Additional paid-in capital 2,055,481  1,909,964 
Accumulated other comprehensive loss (984) (96)
Accumulated deficit (1,114,774) (920,950)
Total stockholders’ equity 939,753  988,947 
Total liabilities and stockholders’ equity $ 1,549,982  $ 1,567,929 
5

SAMSARA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
Revenue $ 169,800  $ 113,819  $ 465,968  $ 302,593 
Cost of revenue 47,253  31,781  131,128  85,778 
Gross profit 122,547  82,038  334,840  216,815 
Operating expenses
Research and development 49,970  29,687  132,802  78,668 
Sales and marketing 94,056  58,704  273,347  166,569 
General and administrative 41,997  24,399  127,098  72,157 
Lease modification, impairment, and related charges —  1,532  1,056  1,532 
Total operating expenses 186,023  114,322  534,303  318,926 
Loss from operations (63,476) (32,284) (199,463) (102,111)
Interest income and other income (expense), net 5,613  (143) 7,094  241 
Loss before provision for income taxes (57,863) (32,427) (192,369) (101,870)
Provision for income taxes 692  19  1,455  387 
Net loss $ (58,555) $ (32,446) $ (193,824) $ (102,257)
Other comprehensive income (loss), net of taxes:
Change in foreign currency translation adjustment 315  46  416  46 
Change in unrealized gains (losses) on investments (1,304) —  (1,304) — 
Other comprehensive income (loss) (989) 46  (888) 46 
Comprehensive loss $ (59,544) $ (32,400) $ (194,712) $ (102,211)
Basic and diluted net loss per share:
Net loss per share attributable to common stockholders, basic and diluted $ (0.11) $ (0.13) $ (0.38) $ (0.42)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 516,551,258  246,811,235  511,867,718  246,174,612 
6

SAMSARA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
Operating activities
Net loss $ (58,555) $ (32,446) $ (193,824) $ (102,257)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 3,345  2,910  8,350  8,217 
Stock-based compensation expense 45,538  1,221  133,490  3,988 
Lease modification, impairment, and related charges —  1,532  1,056  1,532 
Other non-cash charges 454  (761) 3,336  5,428 
Changes in operating assets and liabilities:
Accounts receivable, net (14,934) (7,663) (13,297) (23,685)
Inventories (5,446) (418) (11,434) (8,635)
Prepaid expenses and other current assets (2,388) (2,159) (5,300) (1,819)
Connected device costs (22,279) (20,378) (58,993) (62,433)
Deferred commissions (4,122) (5,919) (10,455) (14,770)
Other assets, non-current (1,590) (570) (1,520) (939)
Accounts payable and other liabilities 27,820  11,333  (9,398) 35,468 
Deferred revenue 19,673  12,178  60,557  36,825 
Operating lease liabilities, net (404) (122) (1,216) (96)
Net cash used in operating activities (12,888) (41,262) (98,648) (123,176)
Investing activities
Purchase of property and equipment (10,307) (3,684) (27,237) (9,953)
Purchases of investments (355,730) —  (355,730) — 
Investing other 432  (100) 432  (582)
Net cash used in investing activities (365,605) (3,784) (382,535) (10,535)
Financing activities
Proceeds from issuance of common stock in connection with equity compensation plans 164  232  10,868  965 
Proceeds from early exercise of stock options —  20  —  152 
Repurchase of restricted common stock —  (4) —  (5)
Payment of offering costs (324) (472) (2,532) (2,160)
Payment of principal on finance leases (369) (156) (856) (336)
Net cash provided by (used in) financing activities (529) (380) 7,480  (1,384)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash (75) 46  (471) 46 
Net decrease in cash, cash equivalents, and restricted cash (379,097) (45,380) (474,174) (135,049)
Cash, cash equivalents, and restricted cash, beginning of period 849,233  344,640  944,310  434,309 
Cash, cash equivalents, and restricted cash, end of period $ 470,136  $ 299,260  $ 470,136  $ 299,260 
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SAMSARA INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages and per share data)
(Unaudited)
Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
Gross profit and gross margin reconciliation
GAAP gross profit $ 122,547  $ 82,038  $ 334,840  $ 216,815 
Add:
Stock-based compensation expense-related charges (1)
 2,685  9  7,043  10 
Non-GAAP gross profit $ 125,232  $ 82,047  $ 341,883  $ 216,825 
GAAP gross margin 72  % 72  % 72  % 72  %
Non-GAAP gross margin 74  % 72  % 73  % 72  %
Operating loss and operating margin reconciliation
GAAP loss from operations $ (63,476) $ (32,284) $ (199,463) $ (102,111)
Add:
Stock-based compensation expense-related charges (1)
 46,869  1,221  136,093  3,988 
Lease modification, impairment, and related charges —  1,532  1,056  1,532 
Non-GAAP loss from operations $ (16,607) $ (29,531) $ (62,314) $ (96,591)
GAAP operating margin (37) % (28) % (43) % (34) %
Non-GAAP operating margin (10) % (26) % (13) % (32) %
__________
(1)Stock-based compensation expense-related charges were included in the following line items of our condensed consolidated statements of operations and comprehensive loss as follows:
Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
Cost of revenue $ 2,685  $ 9  $ 7,043  $ 10 
Research and development 18,420  219  46,287  550 
Sales and marketing 12,701  84  41,759  381 
General and administrative 13,063  909  41,004  3,047 
Total stock-based compensation expense-related charges (2)
 $ 46,869  $ 1,221  $ 136,093  $ 3,988 
__________
(2)Stock-based compensation expense-related charges included approximately $1.3 million and $2.6 million of employer taxes on employee equity transactions for the three and nine months ended October 29, 2022.
Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
GAAP net loss $ (58,555) $ (32,446) $ (193,824) $ (102,257)
Add:
Stock-based compensation expense-related charges, net of applicable taxes 46,869  1,221  136,093  3,988 
Lease modification, impairment, and related charges, net of applicable taxes —  1,532  1,056  1,532 
Non-GAAP net loss $ (11,686) $ (29,693) $ (56,675) $ (96,737)
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SAMSARA INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages and per share data)
(Unaudited)
Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
GAAP net loss per share attributable to common stockholders, basic and diluted $ (0.11) $ (0.13) $ (0.38) $ (0.42)
Total impact on net loss per share, basic and diluted, from non-GAAP adjustments 0.09  0.01  0.27  0.03 
Non-GAAP net loss per share attributable to common stockholders, basic and diluted $ (0.02) $ (0.12) $ (0.11) $ (0.39)

Three Months Ended Nine Months Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
Net cash used in operating activities $ (12,888) $ (41,262) $ (98,648) $ (123,176)
Purchase of property and equipment (10,307) (3,684) (27,237) (9,953)
Purchase of property and equipment for build-out of corporate office facilities
 8,309  1,901  21,874  3,606 
Adjusted free cash flow $ (14,886) $ (43,045) $ (104,011) $ (129,523)
Adjusted free cash flow margin (9) % (38) % (22) % (43) %
9