# Fastly, Inc. (FSLY) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Fastly, Inc.'s 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1517413/000151741324000048/fsly-20231231.htm
Accession: 0001517413-24-000048
Filing date: 2024-02-22
Report date: 2023-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/FSLY/
All MD&A years: /company/FSLY/mda/
Previous year: /company/FSLY/mda/fy2022/ (FY 2022)
Next year: /company/FSLY/mda/fy2024/ (FY 2024)

ITEM 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and in other parts of this Annual Report on Form 10-K. Our fiscal year ends on December 31.

As used herein, “Fastly,” “we,” “our,” “the Company” and similar terms include Fastly, Inc. and its subsidiaries, unless the context indicates otherwise.

Overview

Organizations around the world are more dependent on the quality of digital experiences they provide than ever before. At Fastly, we deliver an edge cloud platform capable of delivering fast, safe, and engaging digital experiences. By focusing holistically on edge cloud from developer inspiration to end-user experience, we have the opportunity to differentiate with our global footprint, dynamic infrastructure, and security solution. Performance, security, and building the most engaging applications are paramount to driving mission success for Fastly’s customers.

The edge cloud is a category of Infrastructure as a Service (“IaaS”) that enables developers to build, secure, and deliver digital experiences, at the edge of the Internet. This service represents the convergence of the Content Delivery Network (“CDN”) with functionality that has been traditionally delivered by hardware-centric appliances such as Application Delivery Controllers (“ADC”), Web Application Firewalls (“WAF”), Bot Detection, Distributed Denial of Service (“DDoS”) and observability solutions. It also includes the emergence of a new, but growing, edge computing market which aims to move compute power and logic as close to the end user as possible. When milliseconds matter, processing at the edge is an ideal way to handle highly dynamic and time-sensitive data. This has led to its acceptance and adoption by organizations who monetize or grow their user base with every millisecond saved. Organizations that want to improve their user experience, whether it’s faster loading websites or reduced shopping cart abandonment, can benefit from processing at the edge. The edge cloud complements data center, central cloud, and hybrid solutions.

Organizations must keep up with complex and ever-evolving end-user requirements. We help them surpass their end users’ expectations by powering fast, safe, and engaging digital experiences. We built a powerful edge cloud platform, designed from the ground up to be programmable and support agile software development. We believe that our platform gives our customers a significant competitive advantage, whether they were born into the digital age or are just embarking on their digital transformation journey.

Developers on the Fastly platform have a high degree of flexibility with granular control and real-time visibility, where they can write and deploy code in a serverless environment and push application logic to the edge. Our infrastructure is built for the software-defined future. Our network is powerful, efficient, and flexible, designed to enable us to rapidly scale to meet the needs of the most demanding customers. Our approach to scalable, secure reliability integrates security into multiple layers of development: architecture, engineering, and operations. That’s why we invest in building security into the fabric of our platform, alongside performance. We provide developers and security operations teams with a fast and safe environment to create, build, and run modern applications.

We serve established enterprises, mid-market companies, and technology-savvy organizations. Our customers represent a diverse set of organizations across many industries with one thing in common: they care about delivering best-in-class digital experiences. With our edge cloud platform, our customers are disrupting existing industries and creating new ones. For example, several of our customers have reinvented digital publishing by connecting readers through subscription models to indispensable content. Fastly’s ability to dynamically manage content in real time enables readers to have instant access to the most up to date information.

Our customers’ ecommerce solutions use Fastly’s edge compute functionality to deliver very low-latency customer experiences, including providing better recommendations to their shoppers, converting more shopping carts into sales and executing fast and secure financial transactions. Content streaming organizations leverage Fastly’s platform to deliver content

68

to users around the world and those that livestream gain easy access to enormous edge compute resources for even greater reliability. The range of applications that developers build with our edge cloud platform continues to expand rapidly.

Our mission is to make the Internet a better place where all experiences are fast, safe, and engaging. We want all developers to have the ability to deliver the next transformative digital experience on a global scale. And because big ideas often start small, we love it when developers experiment and iterate on our platform, coming up with exciting new ways to solve today’s complex problems.

For the years ended December 31, 2023 and 2022, our revenue was $506.0 million and $432.7 million, respectively, an increase of 17%.

Our 10 largest customers generated an aggregate of 37% and 35% of our revenue in the trailing 12 months ended December 31, 2023 and 2022, respectively.

No customer accounted for more than 10% of revenue for the years ended December 31, 2023 and 2022. Affiliated customers that are business units of a single company in the streaming entertainment space generated an aggregate of 12% and 11% of the Company’s revenue for the years ended December 31, 2023 and 2022, respectively. We incurred a net loss of $133.1 million and $190.8 million in the years ended December 31, 2023 and 2022, respectively.

We focus our direct selling efforts on expanding our customer’s use of our platform, which includes companies that are exhibiting significant growth. We engage with and support these customers with our field sales representatives, account managers, and technical account managers who focus on customer satisfaction and drive expansion of their usage of our platform and products. These teams work with technical and business leaders to help our customers’ end-users receive the best possible digital experience, while also lowering our customers’ total cost of ownership. These direct selling efforts are reflected by the revenue generated from our enterprise customers. Our Dollar-Based Net Expansion Rate (“DBNER”), Net Retention Rate (“NRR”) and Last-Twelve Months Net Retention Rate (“LTM NRR”) metrics also measure the revenue growth from existing customers attributable to increased usage of our platform and features, and purchase of additional products and services. For additional details on our key metrics, refer to the “Key Business Metrics” section.

We believe that an annual cohort analysis of Fastly’s customers, as depicted in the chart below, demonstrates the continued expansion of our customers’ use of our platform. Once a customer begins to generate revenue for us, they tend to increase their usage of our platform, in particular in their second year. Customer accounts acquired in 2019, 2020, 2021, 2022 and 2023 are referred to as the 2019 Cohort, 2020 Cohort, 2021 Cohort, 2022 Cohort and 2023 Cohort, respectively. We calculate the Compound Annual Growth Rate (“CAGR”), which represents the rate of revenue return of our revenue cohorts, over a five year history from when they were first customers.

69

    Summary of Revenue Generated by Customer Cohorts Over Time (in millions):

Our 2019 Cohort increased its revenue 5.5 times in fiscal 2021 and has grown at approximately a 88% CAGR over the next four years from fiscal 2020 to fiscal 2023.

We generate substantially all of our revenue from charging our customers based on their usage of our platform, and we generate a substantial majority of our revenue from customers that have negotiated contracts with us. Initially, customers typically choose to become platform customers, for which we charge fees based on their committed or actual use of our platform, as measured in gigabytes and requests. Many of our customers generate billings in excess of their minimum commitment. We also generate revenue from additional products as well as professional and other services, such as implementation, account management and enhanced customer support. We charge a flat one-time or recurring monthly fee depending on the additional products and services selected. Typically, the term of our contracts with customers is 12 months and includes a minimum monthly billing commitment in exchange for more favorable pricing terms. In addition, customers can sign up online by providing their credit card information and agreeing to a minimum monthly fee. We also offer subscriptions to access a unified security web application and application programming interface at a fixed rate.

The majority of our revenue is usage based and changes in usage by our largest customers can create volatility in our revenue. The length of our sales cycles, from initial evaluation to payment, can range from several months to well over a year and can vary substantially from customer to customer. Similarly, the onboarding and ramping process with new as well as existing enterprise customers with new business can take several months and can be subject to delays for unanticipated reasons. The timing of new revenue from our sales efforts and changes in usage by our largest customers can make revenue difficult to predict.

Factors Affecting Our Performance

Winning New Customers

We are focused on continuing to attract new customers, including those in diverse vertical markets, and expanding our relationship with existing customers, by enhancing our product experience, investing in technology, and leveraging our partner ecosystem. Our customer base includes large, established enterprises that are undergoing digital transformation and emerging companies spanning a wide array of industries and verticals. Developers within these companies often use and advocate for the adoption of our platform by their companies and promotion across the broader developer community. We will continue to invest in our products and features and developer outreach, leveraging it as a cost-efficient approach to attracting new customers, and our sales and marketing programs, including various online marketing activities as well as targeted account-based marketing.

70

We are continuing to bring a durable, consistent, and predictable pipeline of new innovations to our edge cloud platform and software-defined modern network architecture, and are seeing interest from customers in our existing product lines like Network Services and Security, and newer product lines like Compute and Observability. We will continue to build out a single, unified platform, simplify customer onboarding and service usage, and simplify our pricing and packaging. This will require us to dedicate significant resources to further develop the market for our platform and differentiate our platform from competitive products and services. We will also need to expand, retain, and motivate our sales and marketing personnel in order to target our sales efforts at larger enterprises and senior management of these potential customers.

Many jurisdictions have enacted laws on data localization and cross-border data transfers, and the evolving enforcement and interpretation of such laws has created uncertainty regarding data stored abroad and transferred across borders, which could impact customer growth and acquisition for customers and potential customers conducting business in Europe and elsewhere outside of the United States. For additional details, refer to the section titled “Risk Factors.”

Expanding into New Markets and within Our Existing Customer Base

We aim to continue to add customers from a diverse set of industry verticals through our differentiated platform that offers a broad range of capabilities. By focusing on our key differentiators, including performance and security, we have an opportunity to continue to add customers from a diverse set of industries.

We emphasize retaining our customers and expanding their usage of our platform and adoption of our other products. Customers often begin with smaller deployments of one of our products and then expand their usage over time. Our platform includes a variety of offerings across Network Services, Security, Compute and Observability product lines. As our customers mature, we assist them in expanding their use of our platform, including the use of additional offerings beyond content delivery or security. As enterprises grow and experience increased traffic, their needs evolve, leading them to find additional use cases for our platform and expand their usage accordingly. In addition, given that customer acquisition costs are incurred largely for acquiring and initial onboarding, we may gain operating leverage to the extent that existing customers expand their use of our platform and products.

Our ability to retain customers and expand their usage could be impaired for a variety of reasons, including a customer moving to another provider or reducing usage within the term of their contract. Even if our customers expand their usage of our platform, we cannot guarantee that they will maintain those usage levels for any meaningful period of time or that they will renew their commitments. The data localization and cross-border data transfer issues described above also impact current customers’ usage of our products and services.

In addition, we cannot be certain what actions the United States or another country’s government may take with respect to certain of our customers that may adversely affect our ability to do business with our customers that operate in China, target China as a market or that have strong business ties to China.

International Expansion

We intend to continue expanding our efforts to attract customers outside of the United States by augmenting our sales teams and strategically increasing our presence in the number of markets in select international locations. As of both December 31, 2023 and 2022, our edge network spanned across 58 markets and 34 countries that are outside of the United States.

Our international expansion, including our global sales efforts, continues to add increased complexity and cost to our business. This requires us to expand our sales and marketing capabilities outside of the United States, increase the number of markets we have a presence in around the world to support our customers, and manage the administrative aspects of a global organization, each of which place a strain on our business and culture. In addition, our bandwidth costs are higher in markets outside of the United States and Europe, which may impact our gross margins.

We are closely monitoring the unfolding events of the Russian invasion of Ukraine, as well as the more recent hostilities in Israel, and their global impacts. While the conflicts are still evolving and the outcomes remain highly uncertain, we do not believe the Russia-Ukraine or Israel-Hamas conflicts will have a material impact on our business and results of operations. We do not have POPs or operations in Russia, Ukraine, or Israel. However, some threat actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we, the third parties upon which we rely, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-

71

attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. If either conflict continues or worsens, leading to greater global economic disruptions and uncertainty, our business and results of operations could be materially impacted. Our customers operating in Russia, Ukraine, and Israel represented an immaterial portion of our consolidated revenue as of December 31, 2023 and 2022, respectively.

Investing in Sales and Marketing

Our customers have been pivotal in driving brand awareness and broadening our reach. While we continue to leverage the self-service approach to drive adoption by developers, we will continue to expand our sales and marketing efforts, with an increased focus on sales to enterprises globally. Utilizing our direct sales force, we have multiple selling points within organizations to acquire new customers and increase usage from our existing customers. We will continue to increase our discretionary marketing spend, including account-based, targeted demand generation and brand spend, to drive the effectiveness of our sales teams. As a result, we expect our total operating expenses to increase as we continue to expand. Our investments in sales and marketing teams are intended to help accelerate our sales, onboarding, and ramp cycles.

These efforts will require us to continue to invest in sales and marketing resources. Furthermore, we believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of sales personnel to support our growth.

Continued Investment in Our Platform and Network Infrastructure

We must continue to invest in our platform and network infrastructure to maintain our position in the market. We expect our revenue growth to be dependent on an expanding customer base and continued adoption of our edge cloud delivery, security, and other products and services. In anticipation of winning new customers and staying ahead of our customers’ needs, we plan to continue to invest in order to expand the scale and capacity of our software-defined modern network. This could result in increased network service provider fees, which could adversely affect our gross margins if we are unable to offset these costs with revenue from new customers and increase revenue from existing customers. Our customers require constant innovation within their own organizations and expect the same from us. Therefore, we will continue to invest in resources to enhance our development capabilities and introduce new products and features on our platform. We believe that investment in research and development will contribute to our long-term growth but may also negatively impact our short-term profitability. For the years ended December 31, 2023 and 2022, our research and development expenses as a percentage of revenue were 30% and 36%, respectively. Our research and development expenses each period is impacted by the amount of software development costs that meet the criteria for capitalization. We may also seek to acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform, enhance our technical capabilities, or otherwise offer growth opportunities. For example, in May 2022, we acquired Glitch, a software company specializing in developer project management tools to bolster our existing product offerings, by making it easier to innovate at a layer in the Fastly software stack.

Developers use our platform to build custom applications and require a state-of-the-art infrastructure to test and run these applications. We will continue to invest in our network infrastructure by strategically increasing our POPs. We also anticipate making investments in upgrading our technology and hardware to continue providing our customers a fast and secure platform. Our gross margins and operating results are impacted by these investments. As of December 31, 2023, our global network is located in 79 markets across 35 countries. As we continue to experience growth, we may face challenges managing adequate server capacity in our POPs due to potential component delays, shortages, price increases, hardware efficiencies gained through internal development, or any potential changes in server architecture, including due to technological advances or obsolescence. We have in the past needed to, and may need to continue to, write-down or write-off server assets if we have server asset levels in excess of forecasted network capacity needs. For example, in the year ended December 31, 2023, we recognized computer and networking equipment related write-off charges of $4.3 million. Conversely, if we underestimate network capacity needs, we may in future periods be unable to meet demand and be required to incur higher costs to secure necessary parts and components of our servers.

In the event that there are errors in software, failures of hardware, damages to a facility or misconfigurations of any of our services, whether caused by our own error, security breaches, third-party error, or natural disasters, we could experience lengthy interruptions in our platform availability as well as delays and additional expenses in arranging new facilities and services. In addition, there can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers, particularly when we or our customers experience cyber-attacks. The bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including service outages, payment disputes, network providers

72

going out of business, natural disasters, networks imposing traffic limits, or governments adopting regulations that impact network operations.

Key Business Metrics

We use the following key metrics presented in the table below to evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. The calculation of these key metrics below may differ from other similarly titled metrics used by other companies, analysts, or investors.

In the first quarter of 2023, we updated the methodology (“new methodology”) by which we calculate our customer count metrics, including Total Customer Count, Enterprise Customer Count and associated metrics. We believe that the new methodology more accurately reflects the trends in our business, gives management more insight into these trends, including customer usage of our platform and the seasonality we experience, and reduces lagging indicators inherent in our previous methodology (“prior methodology”). In conjunction with this update, for comparability purposes we will continue to report our customer count metrics using both the prior and new methodology, for the current and comparative periods presented in our Annual Reports on Form 10-K through the end of the fiscal year ended December 31, 2023. We will no longer report our customer count metrics using the prior methodology beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

[[GREPCENT_TABLE]]
[["","","As of December 31,"],["","","2023","","2022"],["Customer metrics (prior methodology):"],["Total Customer Count (based on last month revenue)","","3,097","","","2,958"],["Enterprise Customer Count (based on trailing 12-month revenue)","","532","","","493"],["Average Enterprise Customer Spend (based on trailing 12-month revenue; in thousands)","","$","859","","","$","782"],["Annual Revenue Retention (\u201cARR\u201d) Rate","","99.1","%","","99.2","%"],["Customer metrics (new methodology):"],["Total Customer Count (based on current quarter revenue)","","3,243","","","3,062"],["Enterprise Customer Count (based on annualized revenue)","","578","","","533"],["Average Enterprise Customer Spend (based on annualized current quarter revenues; in thousands)","","$","880","","","$","822"],["Annual Revenue Retention Rate","","99.2","%","","98.9","%"],["Other key metrics:"],["Dollar-Based Net Expansion Rate (\u201cDBNER\u201d)","","119.0","%","","122.7","%"],["Net Retention Rate (\u201cNRR\u201d)","","110.1","%","","110.7","%"],["Last-twelve Months Net Retention Rate (\u201cLTM NRR\u201d)","","113.4","%","","119.1","%"]]
[[/GREPCENT_TABLE]]

73

Due to the revisions reflected in the above methodology, the customer count metrics included above calculated using our new methodology are not comparable to the historical customer count metrics included in our previously filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Form S-1 and Form S-3 Registration Statements, outside of the data included in the table above.

Total Customer Count

We believe that our total number of customers is an important indicator of the adoption of our platform. Our definition of a customer consists of identifiable operating entities with which we have a billing relationship in good standing and which we have recognized revenue from. An identifiable operating entity is defined as a company, a government entity, or a distinct business unit of a larger company that has a relationship with us through direct sales or through one of our reseller partners where charges are identified on an end-customer basis. We may treat separate subsidiaries, segments, divisions, or business units of a single organization that use our platform as unique customers where they have distinct account identifiers. In cases where charges are identified through a reseller partner rather than on an end-customer basis, we would count the reseller as a single customer in our customer count. Our customer groupings may be impacted by changes to our customers’ business, including any impact from acquisition activities, internal business reorganizations leading to operational and decision-making changes, and corporate structure changes such as subsidiary consolidation and reorganization that may arise in the future.

Our prior methodology by which we calculate total customer count, includes identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the last month of the quarter. As of December 31, 2023 and 2022, we had 3,097 and 2,958 customers, respectively.

Our new methodology by which we calculate total customer count, includes identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the quarter. As of December 31, 2023 and 2022, we had 3,243 and 3,062 customers, respectively.

In addition to our paying customers, we also have trial, developer, nonprofit and open source programs, and other non-paying accounts that are excluded from our customer count metric. We operate globally and as a result, the success of our ability to retain our customers is also affected by general economic and market conditions around the world.

Enterprise Customer Count

Historically our revenue has been driven primarily by a subset of our customers, our enterprise customers, who have leveraged our platform substantially from a usage standpoint. We believe that the recruitment and cultivation of enterprise customers is critical to our long-term success.

Under our prior methodology, our enterprise customer count is defined as customers with revenue in excess of $100,000 over the trailing 12-month period. As of December 31, 2023, we had 532 of such enterprise customers, which generated 90% of our revenue for the trailing 12 months ended December 31, 2023. As of December 31, 2022, we had 493 of such enterprise customers which generated 89% of our revenue for the trailing 12 months ended December 31, 2022.

Under our new methodology, our enterprise customer count is defined as customers with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue we recognized for each customer in the current quarter and multiplying it by four. As of December 31, 2023, we had 578 of such enterprise customers which generated 92% of the total annualized current quarter revenue for our total customers for the period ended December 31, 2023. As of December 31, 2022, we had 533 of such enterprise customers which generated 92% of the total annualized current quarter revenue for our total customers for the period ended December 31, 2022.

Average Enterprise Customer Spend

Our enterprise customers continue to leverage our platform, increasing their spend on our platform and driving our revenue growth year over year. The continued retention and growth of our enterprise customer spend is key to our long-term growth strategy.

Under the prior methodology, our average enterprise customer spend is calculated by taking the sum of the trailing 12-month revenue contributed by enterprise customers, as defined under our prior methodology as customers with revenue in excess of $100,000 over the trailing 12-month period, existing as of December 31, 2023, and dividing that by that same number

74

of enterprise customers as of December 31, 2023. As of December 31, 2023, our average enterprise customer spend under the prior methodology was $859 thousand, as compared to $782 thousand as of December 31, 2022.

Under the new methodology, our average enterprise customer spend is calculated by taking the annualized current quarter revenue contributed by enterprise customers, as defined under our new methodology as customers with annualized current quarter revenue in excess of $100,000, existing as of December 31, 2023, and dividing that by that same number of enterprise customers as of December 31, 2023. As of December 31, 2023, our average enterprise customer spend under the new methodology was $880 thousand, as compared to $822 thousand as of December 31, 2022.

Annual Revenue Retention Rate (“ARR”)

We separately monitor customer retention and churn on an annual basis by measuring our annual revenue retention rate, which we calculate by first 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 to get our “Annual Revenue Churn”. The quotient of the Annual Revenue Churn from all of our Churned Customers divided by our annual revenue of the same calendar year is then subtracted from 100% to determine our annual revenue retention rate. We believe this calculation is helpful in that it is based on the amount of revenue that we would expect to have received in the remaining portion of a particular period had a customer not terminated its contract with us. It is not indicative of the actual revenue contribution from churned customers in past periods. By comparing this amount to actual revenue for the period, we are able to assess our ability to replace terminated revenue by generating revenue from new and continuing customers.

Under the prior methodology, our ARR rate is calculated by subtracting the quotient of the Annual Revenue Churn from all of our Churned Customers from which we recognized revenue during the last month of the prior year divided by our annual revenue of the same calendar year from 100%. For the years ended December 31, 2023 and 2022 the ARR was 99.1% and 99.2%, respectively.

Under the new methodology, our ARR rate is calculated by subtracting the quotient of the Annual Revenue Churn from all of our Churned Customers from which we recognized revenue during the last quarter of the prior year divided by our annual revenue of the same calendar year from 100%. For the years ended December 31, 2023 and 2022 the ARR was 99.2% and 98.9%, respectively.

Dollar-Based Net Expansion Rate (“DBNER”)

Our ability to generate and increase our revenue depends on our ability to increase the number of new customers and usage of our edge cloud delivery platform, security, and other products and services by our existing customers. We track our growth, in part, by measuring DBNER. Our DBNER increases when customers increase their usage of our platform or purchase additional products, and declines when they reduce their usage, benefit from lower pricing on their existing usage, or curtail their purchases of additional products. We believe that DBNER is a key metric in measuring the long-term value of our customer relationships and our ability to grow our revenue through increased usage of our edge cloud delivery platform, security, and purchase of additional products and services by our existing customers. However, our calculation of DBNER indicates only expansion among continuing customers and does not indicate any decrease in revenue attributable to former customers, which may differ from similar metrics of other companies.

We calculate DBNER by dividing the revenue for a given period from customers who remained customers as of the last day of the given period (“current period”) by the revenue from the same customers for the same period measured one year prior (“base period”). The revenue included in the current period excludes revenue from (i) customers that churned after the end of the base period and (ii) new customers that entered into a customer agreement after the end of the base period. For example, to calculate our DBNER for the trailing 12 months ended December 31, 2023, we divide (i) revenue, for the trailing 12 months ended December 31, 2023, from customers that entered into a customer agreement on or before December 31, 2023, and that remained customers as of December 31, 2023, by (ii) revenue for the trailing 12 months ended December 31, 2022, from the same set of customers.

For the trailing 12 months ended December 31, 2023 and 2022 our DBNER was 119.0% and 122.7%, respectively. DBNER may fluctuate from quarter to quarter based on, among other things, the timing associated with new customer accounts. We expect our DBNER for individual cohorts to decrease once customers in that cohort have used our platform for more than two years and become a larger portion of both our overall customer base and the revenue that we use to calculate DBNER.

75

Net Retention Rate (“NRR”) and Last-Twelve Months Net Retention Rate (“LTM NRR”)

Our ability to generate and increase our revenue is also dependent upon our ability to retain our existing customers. In addition to measuring expansion using DBNER, NRR and LTM NRR also allow us to track customer retention which demonstrates the stickiness of our edge cloud platform.

Our NRR measures the net change in monthly revenue from existing customers in the last month of the period (the “current” period month) compared to the last month of the same period one year prior (the “prior” period month) and includes revenue contraction due to billing decreases or customer churn and revenue expansion due to billing increases, but excludes revenue from new customers. We calculate Net Retention Rate by dividing the revenue from the current period month by the revenue in the prior period month. For the last month of the years ended December 31, 2023 and 2022 our NRR was 110.1% and 110.7%, respectively.

Our LTM NRR removes some of the volatility that is inherent in a usage-based business model from the measurement of the NRR metric. We calculate LTM NRR 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. For the trailing twelve months ended December 31, 2023 and 2022 our LTM NRR was 113.4% and 119.1%, respectively.

Remaining Performance Obligations (“RPO”)

RPO represent 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. As of December 31, 2023, the aggregate amount of the transaction price in our contracts allocated to RPO that were unsatisfied or partially unsatisfied was $235.7 million. Subsequent to December 31, 2023, we entered into a modification of an existing contract with a total commitment of $9.5 million, which contributed to additional RPO.

Key Components of Statement of Operations

Revenue

We derive our revenue primarily from usage-based fees earned from customers using our platform. We also earn fixed-rate recurring revenue from security and other products and services.

Our usage-based fees earned from customers using our platform are generally billed in arrears. Our security products are primarily annual subscriptions that are billed in advance. Many customers have tiered usage pricing which reflects discounted rates as usage increases. For most contracts, usage charges are determined on a monthly basis based on actual usage within the month and do not impact usage charges within any other month. Our larger customers often enter into contracts that contain minimum billing commitments and reflect discounted pricing associated with such usage levels.

We define United States revenue as revenue from customers that have a billing address in the United States, and we define international revenue as revenue from customers that have a billing address outside of the United States.

Cost of Revenue and Gross Margin

Cost of revenue consists primarily of fees paid to network providers for bandwidth and to third-party network data centers for housing servers, also known as colocation costs. Cost of revenue also includes employee costs for network operation, build-out and support and services delivery, network storage costs, cost of managed services and software-as-a-service, depreciation of network equipment used to deliver services, and amortization of network-related internal-use software. Our arrangements with network service providers require us to pay fees based on bandwidth use, in some cases subject to minimum commitments, which may be underutilized. Over the long term we expect cost of revenue to decrease as a percentage of revenue as we continue to drive efficiencies in our operations. However, our cost of revenue may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

76

Our gross margin has been and will continue to be affected by a number of factors, including utilization of our network, the timing of our investments in the expansion of our network, which can increase depreciation and colocation costs in advance of expected demand, our ability to manage our network service providers and cloud infrastructure-related fees, the timing of amortization of capitalized software development costs, changes in personnel costs to provide customer support and operate the network, and customer pricing. Over the long term we expect gross margin to increase as we continue to drive efficiencies in our operations and increase in revenue. However, our gross margin may fluctuate from period to period.

Research and Development

Research and development expenses consist primarily of personnel costs, including salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include cloud infrastructure fees for development and testing, and an allocation of our general overhead expenses. We capitalize the portion of our software development costs that meet the criteria for capitalization.

We continue to focus our research and development efforts on adding new features and products including new use cases, improving the efficiency and performance of our network, and increasing the functionality of our existing products. Over the long term we expect our research and development expenses to decrease as a percentage of our revenue. However, our research and development expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel costs, including commissions for our sales employees, salaries, benefits, bonuses, and stock-based compensation. Sales and marketing expenses also include expenditures related to advertising, marketing, our brand awareness activities, bandwidth and co-location costs for free trial users, costs related to our customer conferences, including our Altitude conference, professional services fees, amortization of our intangible assets, and an allocation of our general overhead expenses.

We focus our sales and marketing efforts on generating awareness of our platform and products, creating sales leads, and establishing and promoting our brand, both domestically and internationally. Over the long term, we expect our sales and marketing expenses to decrease as a percentage of our revenue. However, our sales and marketing expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

General and Administrative

General and administrative expenses consist primarily of personnel costs, including salaries, benefits, bonuses, and stock-based compensation for our administrative support personnel. General and administrative expenses also include costs related to legal and other professional services fees, SaaS costs, an allocation of our general overhead expenses, credit losses and acquisition-related costs.

Our general and administrative expenses also include sales and other tax expenses to which we are subject to based on the manner in which we sell and deliver our products. Historically, we have not collected such taxes from our customers and have therefore recorded such taxes as general and administrative expenses. We expect that these expenses will decline in future years as we continue to implement our sales tax collection mechanisms and start collecting these taxes from our customers.

In the near term, we expect to continue to incur costs associated with supporting the growth of our business, including international expansion, but expect these costs to decrease as a percentage of our revenue over the long term as we continue to drive efficiencies in our operations. However, our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Impairment expense

Our impairment expense relates to write-off of excess computer and networking equipment including software that we do not expect to use.

77

Net Gain on Extinguishment of Debt

Our net gain on extinguishment of debt relates to the partial repurchases of our outstanding senior convertible notes in May 2022, May 2023, November 2023, and December 2023.

Other Income and Expenses

Our interest income consists primarily of interest earned on our cash, cash equivalents and investments. Our interest expense consists primarily of the interest expense on our finance leases and amortization of discount and debt issuance costs associated with our debt obligations. Our other income (expense), net, consists primarily of foreign currency transaction gains and losses.

Income Taxes

Our income tax expense (benefit) consists primarily of income taxes in certain foreign jurisdictions where we conduct business. The Company currently maintains a full valuation allowance on the Company’s U.S. Federal and state net deferred tax assets. We expect to maintain this valuation allowance for the foreseeable future.

Results of Operations

In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022.

[[GREPCENT_TABLE]]
[["","","Year ended December 31,"],["","","2023","","2022"],["","","(in thousands)"],["Consolidated Statement of Operations:"],["Revenue","","$","505,988","","","$","432,725"],["Cost of revenue","","239,660","","","222,944"],["Gross profit","","266,328","","","209,781"],["Operating expenses:"],["Research and development","","152,190","","","155,308"],["Sales and marketing","","191,773","","","179,869"],["General and administrative","","116,077","","","120,803"],["Impairment expense","","4,316","","","\u2014"],["Total operating expenses","","464,356","","","455,980"],["Loss from operations","","(198,028)","","","(246,199)"],["Net gain on extinguishment of debt","","52,416","","","54,391"],["Interest income","","18,186","","","7,044"],["Interest expense","","(4,051)","","","(5,887)"],["Other expense, net","","(1,832)","","","(29)"],["Loss before income tax expense","","(133,309)","","","(190,680)"],["Income tax expense (benefit)","","(221)","","","94"],["Net loss attributable to common stockholders","","$","(133,088)","","","$","(190,774)"]]
[[/GREPCENT_TABLE]]

78

The following tables set forth our results of operations for the period presented as a percentage of our revenue:

[[GREPCENT_TABLE]]
[["","","Year ended December 31,"],["","","2023","","2022"],["Consolidated Statements of Operations, as a percentage of revenue:*"],["Revenue","","100","%","","100","%"],["Cost of revenue","","47","","","52"],["Gross profit","","53","","","48"],["Operating expenses:"],["Research and development","","30","","","36"],["Sales and marketing","","38","","","42"],["General and administrative","","23","","","28"],["Impairment expense","","1","","","\u2014"],["Total operating expenses","","92","","","105"],["Loss from operations","","(39)","","","(57)"],["Net gain on extinguishment of debt","","10","","","13"],["Interest income","","4","","","2"],["Interest expense","","(1)","","","(1)"],["Other income (expense), net","","\u2014","","","\u2014"],["Loss before income tax expense","","(26)","","","(43)"],["Income tax expense (benefit)","","\u2014","","","\u2014"],["Net loss attributable to common stockholders","","(26)","%","","(43)","%"]]
[[/GREPCENT_TABLE]]

__________

*    Columns may not add up to 100% due to rounding.

Revenue

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Revenue","","$","505,988","","","$","432,725","","","$","73,263","","","17","%"]]
[[/GREPCENT_TABLE]]

Revenue was $506.0 million for the year ended December 31, 2023 compared to $432.7 million for the year ended December 31, 2022, an increase of $73.3 million, or 17%. Revenue growth was driven by a $58.1 million increase in revenue related to further adoption of our modern edge platform and products, as well as a $14.7 million increase in revenue related to products acquired from the acquisition of Signal Sciences.

For the years ended December 31, 2023 and 2022, approximately 95% and 94% of our revenue was driven by usage on our platform, respectively. Revenue was primarily from existing customers, as revenue from new customers contributed less than 10% of our revenue. The proportion of the revenue contribution between new and existing customers is consistent with prior periods and typical customer behavior as customers tend to contribute more revenue over time as their use of the platform increases. The remainder of our revenue was generated by our other products and services, including support and professional services.

Under the prior methodology, as defined earlier in the ‘Key Business Metrics’ section, we had 3,097 customers and 532 enterprise customers as of December 31, 2023, compared to 2,958 customers and 493 enterprise customers as of December 31, 2022. This represents an increase of 139, or 5%, in customers and 39, or 8%, in enterprise customers from December 31, 2022.

79

Under the new methodology, as defined earlier in the ‘Key Business Metrics’ section, we had 3,243 customers and 578 enterprise customers as of December 31, 2023, compared to 3,062 customers and 533 enterprise customers as of December 31, 2022. This represents an increase of 181, or 6% in customers and 45, or 8%, in enterprise customers from December 31, 2022.

U.S. revenue was $370.4 million and 73% of revenue for the year ended December 31, 2023, and $316.1 million and 73% of revenue for the year ended December 31, 2022. This represents an increase of $54.3 million, or 17%. International revenue was $135.6 million and 27% of revenue for the year ended December 31, 2023, compared to $116.6 million and 27% of revenue for the year ended December 31, 2022. This represents an increase of $19.0 million, or 16%.

Under the prior methodology, we had 2,028 domestic customers and 1,069 international customers as of December 31, 2023, and 2,074 domestic customers and 884 international customers as of December 31, 2022. There was a decrease in domestic customers of 46, or 2%, and an increase in international customers of 185, or 21%, compared to December 31, 2022.

Under the new methodology, we had 2,117 domestic customers and 1,126 international customers as of December 31, 2023, and 2,145 domestic customers and 917 international customers as of December 31, 2022. There was a decrease in domestic customers of 28, or 1%, and an increase in international customers of 209, or 23%, compared to December 31, 2022.

Cost of Revenue

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Cost of revenue","","$","239,660","","","$","222,944","","","$","16,716","","","7","%"]]
[[/GREPCENT_TABLE]]

Cost of revenue was $239.7 million for the year ended December 31, 2023 compared to $222.9 million for the year ended December 31, 2022, an increase of $16.7 million, or 7%. The increase in cost of revenue is a result of an increase in bandwidth costs of $10.1 million, $7.9 million increase in depreciation expense as a result of increased investments in our platform as well as an increase in repair and maintenance cost of $1.2 million. There was also a $1.3 million increase in personnel-related costs due to an increase in headcount and equity awards granted to employees supporting the growth of our business. This increase was partially offset by a decrease of $2.0 million in software and network costs, a $1.1 million decrease in colocation costs as well as a $0.6 million decrease in loss on disposals of fixed assets.

Gross Profit and Gross Margin

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Gross profit","","$","266,328","","","$","209,781","","","$","56,547","","","27","%"],["Gross margin","","53","%","","48","%","","","","5","%"]]
[[/GREPCENT_TABLE]]

Gross profit was $266.3 million for the year ended December 31, 2023 compared to $209.8 million for the year ended December 31, 2022, an increase of $56.5 million, or 27%. Gross margin was 53% for the year ended December 31, 2023 compared to 48% for the year ended December 31, 2022, an increase of 5%. The increase in gross margin was driven by revenue related to further adoption of our modern edge platform and products, as well as an increase in revenue related to products acquired from the acquisition of Signal Sciences. Our revenue growth during the year ended December 31, 2023 outpaced the increases in the costs incurred to support the growth of our network.

80

Operating Expenses

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Research and development","","$","152,190","","","$","155,308","","","$","(3,118)","","","(2)","%"],["Sales and marketing","","191,773","","","179,869","","","$","11,904","","","7","%"],["General and administrative","","116,077","","","120,803","","","$","(4,726)","","","(4)","%"],["Impairment expense","","4,316","","","\u2014","","","$","4,316","","","100","%"],["Total operating expenses","","$","464,356","","","$","455,980","","","$","8,376","","","2","%"],["Percentage of revenue:"],["Research and development","","30","%","","36","%","","","","(6)","%"],["Sales and marketing","","38","%","","42","%","","","","(4)","%"],["General and administrative","","23","%","","28","%","","","","(5)","%"],["Impairment expense","","1","%","","\u2014","%","","","","1","%"]]
[[/GREPCENT_TABLE]]

Research and development

Research and development expenses were $152.2 million for the year ended December 31, 2023 compared to $155.3 million for the year ended December 31, 2022, a decrease of $3.1 million, or 2%. This decrease was primarily due to a decrease of $12.9 million in stock-based compensation expense primarily related to restricted stock awards that fully vested in 2022. The decrease was also due to a $3.1 million increase in capitalized software from headcount growth as well as a $1.6 million decrease in professional fees related to temporary agency costs. This decrease was partially offset by an increase of $10.4 million of personnel-related costs, such as salaries and benefits due to an increase in headcount as well as a $2.8 million increase in costs associated with the transition and separation of a former executive.

Sales and marketing

Sales and marketing expenses were $191.8 million for the year ended December 31, 2023 compared to $179.9 million for the year ended December 31, 2022, an increase of $11.9 million, or 7%. This increase was primarily due to a $15.0 million increase in personnel related costs, such as salaries, sales commissions, and benefits. The increase was also due to a $4.4 million increase in marketing spend associated with brand campaign and advertising, as well as $1.0 million increase in travel and entertainment expenses. The increase was partially offset by a $5.4 million decrease in stock-based compensation expenses primarily due to restricted stock awards that fully vested in 2022. There was also a $1.0 million decrease in corporate expenses, $0.9 million decrease in professional fees, $0.9 million decrease in amortization expense as well as a $0.6 million decrease of capitalized software.

General and administrative

General and administrative costs were $116.1 million for the year ended December 31, 2023 compared to $120.8 million for the year ended December 31, 2022, a decrease of $4.7 million, or 4%. The decrease was primarily due to a $6.7 million decrease in professional fees related to temporary agency costs, as well as a $4.1 million decrease due to sales tax refund and changes in sales tax reserve. The decrease was also due to a $1.9 million decrease in acquisition-related costs, a $1.4 million decrease in impairment of right of use assets, $1.1 million decrease in insurance. This decrease was partially offset by a $6.9 million increase in stock-based compensation expenses primarily due to new awards granted, a $3.1 million increase in personnel related costs, as well as a $1.1 million increase in travel and entertainment expenses.

Impairment expense

During the year ended December 31, 2023, the Company recognized an impairment charge of $4.3 million, of which $3.0 million related to property and equipment, net and $1.3 million related to advance payments for the purchase of property and equipment. The write-off was primarily related to excess computer and networking equipment including software we expect to not be used. There were no such impairment charges recognized during the year ended December 31, 2022.

81

Net Gain on Extinguishment of Debt

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Net gain on extinguishment of debt","","$","52,416","","","$","54,391","","","$","(1,975)","","","(4)","%"]]
[[/GREPCENT_TABLE]]

Net gain on extinguishment of debt was $52.4 million for the year ended December 31, 2023 compared to $54.4 million for the year ended December 31, 2022, a decrease of $2.0 million, or 4%. The decrease was primarily due to a lower repurchase price we paid for the transaction during the year ended December 31, 2022 as compared to the repurchase transactions during the year ended December 31, 2023.

Other Income and Expense

Interest income

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Interest income","","$","18,186","","","$","7,044","","","$","11,142","","","158","%"]]
[[/GREPCENT_TABLE]]

Interest income was $18.2 million for the year ended December 31, 2023 compared to $7.0 million for the year ended December 31, 2022, an increase of $11.1 million, or 158%. This increase was due to an increase in interest rates on our cash balances and investments portfolio.

Interest expense

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Interest expense","","$","(4,051)","","","$","(5,887)","","","$","1,836","","","(31)","%"]]
[[/GREPCENT_TABLE]]

Interest expense was $4.1 million for the year ended December 31, 2023 compared to $5.9 million for the year ended December 31, 2022, a decrease of $1.8 million, or 31%. This decrease was primarily due to the repurchases that occurred during the years ended December 31, 2022 and December 31, 2023 which reduced the principal amount of our notes.

Other income (expense), net

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Other expense, net","","$","(1,832)","","","$","(29)","","","$","(1,803)","","","6,217","%"]]
[[/GREPCENT_TABLE]]

Other expense, net was $1.8 million for the year ended December 31, 2023 compared to other expense, net, of less than $0.1 million for the year ended December 31, 2022, a decrease of $1.8 million, or 6217%. The decrease was mainly driven by our foreign currency transaction gains between the periods.

Income Taxes

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","Change"],["","","2023","","2022","","$ Change","","% Change"],["","","(in thousands)"],["Income tax expense (benefit)","","$","(221)","","","$","94","","","$","(315)","","","(335)","%"]]
[[/GREPCENT_TABLE]]

Income tax benefit was $0.2 million for the year ended December 31, 2023 and income tax expense of $0.1 million for the year ended December 31, 2022. The Company continues to maintain a full valuation allowance in the U.S. and the tax expense (benefit) for the periods were primarily due to foreign tax expense.

82

Liquidity and Capital Resources

As of December 31, 2023, we had cash, cash equivalents, and marketable securities totaling $328.8 million. Our cash, cash equivalents, and marketable securities primarily consisted of bank deposits, money market funds, investment-grade commercial paper, corporate notes and bonds, U.S. treasury securities, municipal securities, foreign government and supranational securities and asset-backed securities held at major financial institutions. As of December 31, 2023, our marketable securities balance includes $6.1 million of marketable securities that were classified as non-current.

To date, we have financed our operations primarily through equity issuances, payments received from customers, the net proceeds we received through sales of our debt securities, and proceeds from our convertible notes. Our principal uses of cash in the near term have primarily been around funding our operations, our capital expenditures, business acquisitions, investments and fulfilling our debt and contractual commitments. We have also entered into longer term commitments to support our operations, including arrangements to directly lease and operate our infrastructure assets and colocation facilities. We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

We believe that our cash and cash equivalents balances, and available borrowing capacity under our credit facility, and the cash flows generated by our operations, net of the cash outflows used in our operations, will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. We have generated losses from operations in the past and expect to continue to incur operating losses for the foreseeable future due to the investments and strategic initiatives we intend to make to grow our business. Our uses of cash beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are uncertain. We may also use our cash to buy back any outstanding debt on our convertible notes or on any future equity issuances.

Senior Secured Credit Facilities Agreement

On February 16, 2021, we entered into a Senior Secured Credit Facilities Agreement (“Credit Agreement”) with the lenders from time to time party thereto (the “Lenders”) and Silicon Valley Bank, as a lender and as administrative agent and collateral agent for the Lenders for an aggregate commitment amount of $100.0 million, with a maturity date of February 16, 2024. The Credit Agreement originally bore interest at a rate per annum equal to the sum of LIBOR for the applicable interest period plus 1.75% to 2.00%, depending on the average daily outstanding balance of all loans and letters of credit under the Credit Agreement. On June 28, 2023, we entered into the First Amendment to Credit Agreement with the Lenders and First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)), as a lender and as administrative agent and collateral agent for the Lenders, which, among other things, amended the interest rate provisions of the Credit Agreement to replace LIBOR with the Secured Overnight Finance Rate (“SOFR”) as the interest rate benchmark. On February 16, 2024, we entered into the Second Amendment to Credit Agreement with the Lenders and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as a lender and as administrative agent and collateral agent for the Lenders, which, among other things, extended the maturity date of the loans under the Credit Agreement to June 14, 2024. As amended, the revolving loans bear interest, at the Company’s election, at an annual rate based on SOFR or a base rate. Loans based on SOFR bear interest at a rate per annum equal to SOFR, plus an adjustment of 0.10%, plus 1.75% to 2.00%, depending on the average daily outstanding balance of all loans and letters of credit under the Credit Agreement. Loans based on the base rate bear interest at a rate per annual equal to the base rate plus 0.75% to 1.00%, depending on the average daily outstanding balance of all loans and letters of credit under the Credit Agreement.

Interest payments on outstanding borrowings are due on the last day of each interest period. The Credit Agreement has a commitment fee on the unused portion of the borrowing commitment, which is payable on the last day of each calendar quarter at a rate per annum of 0.20% to 0.25% depending on the average daily outstanding balance of all loans and letters of credit under the Credit Agreement. The Credit Agreement contains a financial covenant that requires us to maintain a consolidated adjusted quick ratio of at least 1:25 to 1:00 tested on a quarterly basis as well as a springing revenue growth covenant for certain periods if our consolidated adjusted quick ratio falls below 1.75 to 1:00 on the last day of any fiscal quarter. As of December 31, 2023, we were in compliance with these covenants and we expect to continue to be in compliance for at least the next 12 months. During the year ended December 31, 2023 and 2022, no amounts were drawn down on the Credit Agreement.

83

Convertible Senior Notes

In March 2021, we issued $948.8 million aggregate principal amount of 0% convertible senior unsecured notes due in 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.

During the year ended December 31, 2023, we entered into several separate, privately negotiated transactions with certain holders of the Notes to repurchase $367.3 million aggregate principal amount of the Notes for an aggregate repurchase price of $309.1 million and aggregate transaction costs of $2.0 million. The Repurchases were accounted for as a debt extinguishment that resulted in a net gain of $52.4 million, which was recorded as non-operating income on our consolidated statement of operations for the year ended December 31, 2023.

The remaining Notes will mature on March 15, 2026, unless earlier converted, redeemed or repurchased.

Cash Flows

The following table summarizes our cash flows for the period indicated:

[[GREPCENT_TABLE]]
[["","","Year ended December 31,"],["","","2023","","2022","","2021"],["","","(in thousands)"],["Net cash (used in) provided by operating activities","","$","362","","","$","(69,632)","","","$","(38,482)"],["Net cash (used in) provided by investing activities","","294,940","","","235,751","","","(794,511)"],["Net cash (used in) provided by financing activities","","(331,380)","","","(189,149)","","","936,551"]]
[[/GREPCENT_TABLE]]

Cash Flows from Operating Activities

For the year ended December 31, 2023, cash provided by operating activities consisted primarily of our net loss of $133.1 million, adjusted for non-cash items of $203.3 million, and net cash flows used in operating assets and liabilities of $69.9 million. The main drivers of the changes in operating assets and liabilities were an increase in accounts receivable of $32.9 million, primarily due to an increase in revenue and the timing of cash receipts, an increase in other assets of $23.1 million related to deferred contract costs as well as $22.1 million of operating lease payments. This was partially offset by decreases of $8.7 million in prepaid expenses.

For the year ended December 31, 2022, cash used in operating activities consisted primarily of our net loss of $190.8 million, adjusted for non-cash items of $207.3 million, and net cash flows used in operating assets and liabilities of $86.2 million. The main drivers of the changes in operating assets and liabilities were an increase in other assets of $35.4 million related to deferred contract costs, an increase in accounts receivable of $27.4 million, primarily due to an increase in revenue and the timing of cash receipts from certain of our larger customers and an increase of $6.8 million in prepaid expenses and other assets due to pre-payments for hosting services and software licenses. We also had $27.0 million of operating lease payments. There were also increases of $8.3 million in accrued expenses and $2.1 million in accounts payable and other liabilities due to timing of payments.

For the year ended December 31, 2021, cash used in operating activities consisted primarily of our net loss of $222.7 million adjusted for non-cash items of $227.3 million. With respect to changes in operating assets and liabilities, there was an increase in accounts receivable of $14.6 million, primarily due to an increase in revenue and the timing of cash receipts from certain of our larger customers and an increase of $15.2 million in prepaid expenses and other assets due to pre-payments for software licenses. We also had $26.4 million of operating lease payments. This was partially offset by increases of $4.3 million in accrued expenses and $8.9 million in other liabilities due to timing of payments.

Cash Flows from Investing Activities

For the year ended December 31, 2023, cash provided by investing activities was $294.9 million, primarily consisting of $459.4 million of maturities and sales of marketable securities. This was offset by $132.2 million in purchases of marketable securities, $21.3 million of additions to capitalized internal-use software, and $11.0 million of payments related to purchases of property and equipment to expand our network.

84

For the year ended December 31, 2022, cash provided by investing activities was $235.8 million, primarily consisting of $697.0 million of maturities and sales of marketable securities. This was offset by $355.5 million in purchases of marketable securities, $42.2 million of advanced payments and $20.0 million of payments related to purchases of property and equipment to expand our network, $26.0 million related to business acquisitions and $18.1 million of additions to capitalized internal-use software.

For the year ended December 31, 2021, cash used in investing activities was $794.5 million, primarily consisting of $928.2 million in purchases of marketable securities, $34.8 million of payments related to purchases of property and equipment to expand our network, and $13.5 million of additions to capitalized internal-use software. This was partially offset by $184.6 million of maturities and sales of marketable securities.

Cash Flows from Financing Activities

For the year ended December 31, 2023, cash used in financing activities was $331.4 million, primarily consisting of $310.5 million used for the partial repurchase of our convertible debt, $27.2 million of finance lease liabilities repayments and $4.4 million in payments for deferred consideration for business acquisitions. This was partially offset by $8.6 million in proceeds from the employee stock purchase plan (“ESPP”) and $2.2 million in proceeds from stock option exercises by our employees and directors.

For the year ended December 31, 2022, cash used in financing activities was $189.1 million, primarily consisting of $177.1 million used for the partial repurchase of our convertible debt and $22.5 million of finance lease liabilities repayments. This was partially offset by $4.8 million in proceeds from the ESPP and $5.7 million in proceeds from stock option exercises by our employees and directors.

For the year ended December 31, 2021, cash provided by financing activities was $936.6 million, primarily consisting of $930.8 million of proceeds from the issuance of the Notes, net of issuance costs, $8.1 million in proceeds from the ESPP and $12.6 million in proceeds from stock option exercises by our employees and directors. This was partially offset by $13.6 million of finance lease liabilities repayments.

Contractual Obligations and Other Commitments

The following table summarizes our non-cancelable contractual obligations as of December 31, 2023:

[[GREPCENT_TABLE]]
[["","","Less than 1 Year","","1-3 Years","","3-5 Years","","More than 5 Years","","Total"],["","","(in thousands)"],["Purchase obligations \u2013 non-equipment(1)","","$","54,638","","","$","7,990","","","$","151","","","$","\u2014","","","$","62,779"],["Purchase obligations \u2013 equipment (2)","","4,541","","","12,120","","","\u2014","","","\u2014","","","16,661"],["Operating lease obligations(3)","","28,160","","","39,764","","","12,948","","","1,838","","","82,710"],["Finance lease obligations(4)","","16,064","","","1,617","","","\u2014","","","\u2014","","","17,681"],["Debt obligation(5)","","\u2014","","","346,489","","","\u2014","","","\u2014","","","346,489"],["Total","","$","103,403","","","$","407,980","","","$","13,099","","","$","1,838","","","$","526,320"]]
[[/GREPCENT_TABLE]]

__________

(1)    Purchase obligations-non equipment represent total future minimum payments under contracts with our cloud infrastructure providers, network service providers, and other vendors. Purchase obligations exclude agreements that are cancellable without penalty. Our purchase obligations exclude our operating lease commitments associated with our colocation arrangements which have been separately disclosed under our operating lease obligations.

(2)     Purchase obligations-equipment represent total future minimum payments under contracts for capital expenditures.

(3)     Operating lease obligations represent total future minimum rent payments under non-cancelable operating lease agreements, such as our facilities and colocation (i.e. data center) leases.

(4)    Finance lease obligations represents principal and interest payments under our networking equipment leases.

(5)    Debt obligation aggregate principal amount of our 0% convertible senior notes due on March 15, 2026.

These commitments will generally be settled with existing cash on hand, cash generated from operations and our current or any future financing arrangements.

85

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses, and related disclosures. Actual results and outcomes could differ significantly from our estimates, judgments, and assumptions. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.

Revenue recognition

We recognize revenue in accordance with ASC 606, where revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The processing and recording of certain revenue requires a manual process, which uses a complex set of procedures to generate complete and accurate data to record these revenue transactions. We enter into contracts that can include various combinations of products and services, each of which are distinct and accounted for as separate performance obligations.

Our performance obligations generally represent stand-ready obligations that are satisfied over time as the customer simultaneously receives and consumes the benefits provided by us. These obligations can be network services, security, compute, professional services, support, and other edge cloud platform services. For contracts with multiple performance obligations that are delivered over different time periods, we allocate the contract transaction price to each performance obligation using the estimated standalone selling price (“SSP”) of each distinct good or service in the contract. Judgment is required to determine the SSP for each distinct performance obligation. We analyze separate sales of our products and services or the discounted list price per our approved price list as a basis for estimating the SSP of these products and services. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information, such as geographic region and distribution channel, in determining the SSP.

Stock-based Compensation Fair Value determination

We recognize compensation expense related to stock options based on the fair value of stock-based awards on the date of grant. We determine the grant date fair value of the awards using the Black-Scholes option-pricing model. The related stock-based compensation expense is recognized on a straight-line basis over the period in which an employee is required to provide service in exchange for the stock-based award, which is generally four years. Our stock price volatility and expected option life involve management’s best estimates, both of which impact the fair value of the option calculated under the Black-Scholes option pricing model and, ultimately, the expense that will be recognized over the life of the option.

We recognize stock-based compensation expense related to market-based performance stock awards based on the grant-date fair value of the awards. We determine the grant date fair value of the awards using the Monte Carlo simulation valuation model. The related stock-based compensation expense is recognized on an accelerated attribution method over the derived service period. The expected volatility was a blended volatility rate which incorporated both our observed equity volatility and our relevant guideline companies’ volatilities. The derived service period and the expected volatility involve management’s best estimates, both of which impact the fair value of the option calculated under the Monte Carlo simulation valuation model and, ultimately, the expense that will be recognized over the life of the option.

Valuation of Goodwill and Other Acquired Intangible Assets in Business Combinations

We account for our acquisitions using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill.

Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates including the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may

86

differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill to reflect new information obtained about facts and circumstances that existed as of the acquisition date. At the conclusion of the measurement period, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations.

Long-lived Assets Impairment

Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, facility closures, planned use of the assets or work-force reductions indicate that the carrying amount of the long-lived asset or asset group may not be recoverable. When such events occur, we compare the carrying amount of the asset or asset group to the undiscounted expected future cash flows related to the asset or asset group. If this comparison indicates that an impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset or asset group. The estimates required to apply this accounting policy include forecasted usage of the long-lived assets, the useful lives of these assets and expected future cash flows.

Goodwill Impairment

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We have a single operating segment and reporting unit structure for all of the periods presented.

To test for goodwill impairment, we compare the carrying value of our reporting unit with its fair value. If the carrying value of the goodwill is considered impaired, a loss is measured as the excess of the reporting unit’s carrying value over the fair value. As of December 31, 2023, we believe the estimated fair value of our one single reporting unit has substantially exceeded its carrying value.

Recent Accounting Pronouncements

Please refer to Note 2—Summary of Significant Accounting Policies included in the Notes to consolidated financial statements.

87