Delaware
|
|
27-5411834
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, $0.00002 par value
|
|
FSLY
|
|
The New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☒
|
|
|
Page
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
our ability to attract and retain customers;
|
•
|
our ability to increase the usage of our platform by existing customers;
|
•
|
defects, interruptions, security breaches, delays in performance, or similar problems with our platform;
|
•
|
our financial performance, including our revenue, cost of revenue, operating expenses, and our ability to attain and sustain profitability;
|
•
|
our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences;
|
•
|
the growth of our relevant markets;
|
•
|
our platform’s functionality, scalability, performance, ease of use, reliability, and cost effectiveness relative to that of our competitors’ products and services;
|
•
|
our ability to compete effectively with existing competitors and new market entrants;
|
•
|
our ability to attract and retain qualified employees and key personnel;
|
•
|
our ability to maintain, protect, and enhance our intellectual property; and
|
•
|
our ability to comply with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally.
|
|
|
As of
June 30, 2019 |
|
As of
December 31, 2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
213,463
|
|
|
$
|
36,963
|
|
Marketable securities
|
|
32,156
|
|
|
46,679
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,525 and $1,679 as of June 30, 2019 and December 31, 2018, respectively
|
|
28,542
|
|
|
24,729
|
|
||
Prepaid expenses and other current assets
|
|
12,192
|
|
|
8,896
|
|
||
Total current assets
|
|
286,353
|
|
|
117,267
|
|
||
Property and equipment, net
|
|
55,610
|
|
|
42,354
|
|
||
Goodwill
|
|
359
|
|
|
360
|
|
||
Intangible assets, net
|
|
1,198
|
|
|
610
|
|
||
Other assets
|
|
12,856
|
|
|
2,163
|
|
||
Total assets
|
|
$
|
356,376
|
|
|
$
|
162,754
|
|
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,753
|
|
|
$
|
2,333
|
|
Accrued expenses
|
|
25,101
|
|
|
15,535
|
|
||
Current portion of long-term debt
|
|
32,822
|
|
|
11,370
|
|
||
Other current liabilities
|
|
1,589
|
|
|
2,512
|
|
||
Total current liabilities
|
|
65,265
|
|
|
31,750
|
|
||
Long-term debt, less current portion
|
|
17,878
|
|
|
39,439
|
|
||
Convertible preferred stock warrant liabilities
|
|
—
|
|
|
3,261
|
|
||
Other long-term liabilities
|
|
5,911
|
|
|
647
|
|
||
Total liabilities
|
|
89,054
|
|
|
75,097
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
||||
Convertible preferred stock
|
|
—
|
|
|
219,584
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
|
||||
Class A and Class B common stock
|
|
2
|
|
|
1
|
|
||
Additional paid-in capital
|
|
435,189
|
|
|
16,403
|
|
||
Treasury stock
|
|
(2,109
|
)
|
|
(2,109
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
13
|
|
|
(36
|
)
|
||
Accumulated deficit
|
|
(165,773
|
)
|
|
(146,186
|
)
|
||
Total stockholders’ equity (deficit)
|
|
267,322
|
|
|
(131,927
|
)
|
||
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)
|
|
$
|
356,376
|
|
|
$
|
162,754
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
$
|
46,173
|
|
|
$
|
34,448
|
|
|
$
|
91,729
|
|
|
$
|
66,946
|
|
Cost of revenue
|
|
20,784
|
|
|
15,695
|
|
|
40,502
|
|
|
31,079
|
|
||||
Gross profit
|
|
25,389
|
|
|
18,753
|
|
|
51,227
|
|
|
35,867
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
11,244
|
|
|
8,099
|
|
|
21,420
|
|
|
16,078
|
|
||||
Sales and marketing
|
|
16,906
|
|
|
11,973
|
|
|
31,945
|
|
|
24,316
|
|
||||
General and administrative
|
|
8,920
|
|
|
4,130
|
|
|
17,620
|
|
|
9,832
|
|
||||
Total operating expenses
|
|
37,070
|
|
|
24,202
|
|
|
70,985
|
|
|
50,226
|
|
||||
Loss from operations
|
|
(11,681
|
)
|
|
(5,449
|
)
|
|
(19,758
|
)
|
|
(14,359
|
)
|
||||
Interest income
|
|
861
|
|
|
147
|
|
|
1,277
|
|
|
284
|
|
||||
Interest expense
|
|
(2,989
|
)
|
|
(359
|
)
|
|
(4,224
|
)
|
|
(740
|
)
|
||||
Other expense, net
|
|
(1,696
|
)
|
|
(140
|
)
|
|
(2,472
|
)
|
|
(234
|
)
|
||||
Loss before income taxes
|
|
(15,505
|
)
|
|
(5,801
|
)
|
|
(25,177
|
)
|
|
(15,049
|
)
|
||||
Income taxes
|
|
82
|
|
|
35
|
|
|
137
|
|
|
93
|
|
||||
Net loss
|
|
$
|
(15,587
|
)
|
|
$
|
(5,836
|
)
|
|
$
|
(25,314
|
)
|
|
$
|
(15,142
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
$
|
(21
|
)
|
|
$
|
(46
|
)
|
|
$
|
7
|
|
|
$
|
16
|
|
Loss on investments in available-for-sale-securities
|
|
14
|
|
|
8
|
|
|
42
|
|
|
6
|
|
||||
Total other comprehensive (loss) income
|
|
$
|
(7
|
)
|
|
$
|
(38
|
)
|
|
$
|
49
|
|
|
$
|
22
|
|
Comprehensive loss
|
|
$
|
(15,594
|
)
|
|
$
|
(5,874
|
)
|
|
$
|
(25,265
|
)
|
|
$
|
(15,120
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(15,587
|
)
|
|
$
|
(5,836
|
)
|
|
$
|
(25,314
|
)
|
|
$
|
(15,142
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
|
$
|
(0.26
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.63
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
|
59,781
|
|
|
24,127
|
|
|
42,599
|
|
|
24,034
|
|
|
|
Three months ended June 30, 2019
|
||||||||||||||||||||||||||||||||||||||||
|
|
Convertible
Preferred Shares
|
|
|
Common Stock—Class A
|
|
Common Stock—Class B
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance as of April 1, 2019
|
|
53,630,213
|
|
|
$
|
219,584
|
|
|
|
—
|
|
|
$
|
—
|
|
|
25,521,408
|
|
|
$
|
1
|
|
|
$
|
18,676
|
|
|
$
|
(2,109
|
)
|
|
$
|
20
|
|
|
$
|
(150,186
|
)
|
|
$
|
(133,598
|
)
|
Conversion of convertible preferred stock to Class B common stock
|
|
(53,630,213
|
)
|
|
(219,584
|
)
|
|
|
—
|
|
|
—
|
|
|
53,630,213
|
|
|
1
|
|
|
219,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,584
|
|
||||||||
Conversion of convertible preferred stock warrants into Class B common stock warrants
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,665
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,665
|
|
||||||||
Issuance of Class A common stock in connection with the IPO, net of underwriting discounts
|
|
—
|
|
|
—
|
|
|
|
12,937,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,912
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
|
57,658
|
|
|
—
|
|
|
761,479
|
|
|
—
|
|
|
1,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,893
|
|
||||||||
Exercise of common stock warrants
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
172,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vesting of early exercised stock options
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
40,530
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243
|
|
||||||||
Repayment of stockholder note
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
26,642
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(15,587
|
)
|
|
(15,587
|
)
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||||
Balance as of June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
12,995,158
|
|
|
$
|
—
|
|
|
80,152,652
|
|
|
$
|
2
|
|
|
$
|
435,189
|
|
|
$
|
(2,109
|
)
|
|
$
|
13
|
|
|
$
|
(165,773
|
)
|
|
$
|
267,322
|
|
|
|
Three months ended June 30, 2018
|
|||||||||||||||||||||||||||||||||
|
|
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Deficit
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance at April 1, 2018
|
|
49,718,084
|
|
|
$
|
179,705
|
|
|
|
24,035,354
|
|
|
$
|
1
|
|
|
$
|
11,440
|
|
|
$
|
(2,109
|
)
|
|
$
|
36
|
|
|
$
|
(124,557
|
)
|
|
$
|
(115,189
|
)
|
Issuance of Series F Preferred stock, net of issuance costs of $121
|
|
3,832,362
|
|
|
39,063
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
|
318,377
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
517
|
|
|||||||
Vesting of early exercised stock options
|
|
—
|
|
|
—
|
|
|
|
11,795
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|||||||
Repayment of stockholder note
|
|
—
|
|
|
—
|
|
|
|
8,828
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,836
|
)
|
|
(5,836
|
)
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|||||||
Balance as of June 30, 2018
|
|
53,550,446
|
|
|
$
|
218,768
|
|
|
|
24,374,354
|
|
|
$
|
1
|
|
|
$
|
12,997
|
|
|
$
|
(2,109
|
)
|
|
$
|
(2
|
)
|
|
$
|
(130,393
|
)
|
|
$
|
(119,506
|
)
|
|
|
Six months ended June 30, 2019
|
||||||||||||||||||||||||||||||||||||||||
|
|
Convertible
Preferred Shares
|
|
|
Common Stock—Class A
|
|
Common Stock—Class B
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance as of January 1, 2019
|
|
53,630,213
|
|
|
$
|
219,584
|
|
|
|
—
|
|
|
$
|
—
|
|
|
25,025,836
|
|
|
$
|
1
|
|
|
$
|
16,403
|
|
|
$
|
(2,109
|
)
|
|
$
|
(36
|
)
|
|
$
|
(146,186
|
)
|
|
$
|
(131,927
|
)
|
Impact of change in accounting policy
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,727
|
|
|
5,727
|
|
||||||||
Conversion of convertible preferred stock to Class B common stock
|
|
(53,630,213
|
)
|
|
(219,584
|
)
|
|
|
—
|
|
|
—
|
|
|
53,630,213
|
|
|
1
|
|
|
219,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,584
|
|
||||||||
Conversion of convertible preferred stock warrants into Class B common stock warrants
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,665
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,665
|
|
||||||||
Issuance of Class A common stock in connection with the IPO, net of underwriting discounts
|
|
—
|
|
|
—
|
|
|
|
12,937,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,912
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
|
57,658
|
|
|
—
|
|
|
1,211,230
|
|
|
—
|
|
|
2,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
||||||||
Exercise of common stock warrants
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
172,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vesting of early exercised stock options
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
81,054
|
|
|
—
|
|
|
310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,710
|
|
||||||||
Repayment of stockholder note
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
31,939
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,314
|
)
|
|
(25,314
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||||
Balance as of June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
12,995,158
|
|
|
$
|
—
|
|
|
80,152,652
|
|
|
$
|
2
|
|
|
$
|
435,189
|
|
|
$
|
(2,109
|
)
|
|
$
|
13
|
|
|
$
|
(165,773
|
)
|
|
$
|
267,322
|
|
|
|
Six months ended June 30, 2018
|
|||||||||||||||||||||||||||||||||
|
|
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Deficit
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance at January 1, 2018
|
|
49,718,084
|
|
|
$
|
179,705
|
|
|
|
23,879,074
|
|
|
$
|
1
|
|
|
$
|
10,377
|
|
|
$
|
(2,109
|
)
|
|
$
|
(24
|
)
|
|
$
|
(115,251
|
)
|
|
$
|
(107,006
|
)
|
Issuance of Series F Preferred stock, net of issuance costs of $121
|
|
3,832,362
|
|
|
39,063
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
|
438,186
|
|
|
—
|
|
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
692
|
|
|||||||
Vesting of early exercised stock options
|
|
—
|
|
|
—
|
|
|
|
48,266
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,838
|
|
|||||||
Repayment of stockholder note
|
|
—
|
|
|
—
|
|
|
|
8,828
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,142
|
)
|
|
(15,142
|
)
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||||
Balance as of June 30, 2018
|
|
53,550,446
|
|
|
$
|
218,768
|
|
|
|
24,374,354
|
|
|
$
|
1
|
|
|
$
|
12,997
|
|
|
$
|
(2,109
|
)
|
|
$
|
(2
|
)
|
|
$
|
(130,393
|
)
|
|
$
|
(119,506
|
)
|
|
|
Six months ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(25,314
|
)
|
|
$
|
(15,142
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
7,624
|
|
|
6,295
|
|
||
Amortization of deferred rent
|
|
3,985
|
|
|
(112
|
)
|
||
Amortization of debt issuance costs
|
|
1,816
|
|
|
—
|
|
||
Stock-based compensation
|
|
3,710
|
|
|
1,838
|
|
||
Provision for doubtful accounts
|
|
69
|
|
|
276
|
|
||
Change in fair value of preferred stock warrant liabilities
|
|
2,404
|
|
|
79
|
|
||
Other non-operating activities
|
|
(400
|
)
|
|
(42
|
)
|
||
Interest paid on capital leases
|
|
(171
|
)
|
|
(116
|
)
|
||
Loss on disposals of property and equipment
|
|
39
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(3,882
|
)
|
|
(3,375
|
)
|
||
Prepaid expenses and other current assets
|
|
(3,209
|
)
|
|
(1,504
|
)
|
||
Other assets
|
|
(4,966
|
)
|
|
514
|
|
||
Accounts payable
|
|
3,270
|
|
|
(1,389
|
)
|
||
Accrued expenses
|
|
287
|
|
|
(39
|
)
|
||
Other liabilities
|
|
(910
|
)
|
|
133
|
|
||
Net cash used in operating activities
|
|
(15,648
|
)
|
|
(12,584
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(32,662
|
)
|
|
(10,657
|
)
|
||
Sales of marketable securities
|
|
47,634
|
|
|
19,927
|
|
||
Purchases of property and equipment
|
|
(9,229
|
)
|
|
(9,834
|
)
|
||
Purchases of intangible assets
|
|
(636
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
5,107
|
|
|
(564
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from initial public offering, net of underwriting fees
|
|
192,510
|
|
|
—
|
|
||
Payments of costs related to initial public offering
|
|
(3,653
|
)
|
|
—
|
|
||
Proceeds from borrowings under notes payable
|
|
—
|
|
|
4,000
|
|
||
Repayments of notes payable
|
|
(4,988
|
)
|
|
—
|
|
||
Repayments of capital leases
|
|
(676
|
)
|
|
(585
|
)
|
||
Proceeds from Series F financing
|
|
—
|
|
|
39,184
|
|
||
Series F issuance costs
|
|
—
|
|
|
(121
|
)
|
||
Proceeds from Employee Stock Purchase Plan
|
|
810
|
|
|
—
|
|
||
Proceeds from exercise of vested stock options
|
|
2,530
|
|
|
691
|
|
||
Proceeds from early exercise of stock options
|
|
520
|
|
|
—
|
|
||
Proceeds from payment of stockholder note
|
|
74
|
|
|
20
|
|
||
Repurchase of early exercised shares
|
|
—
|
|
|
(13
|
)
|
||
Net cash provided by financing activities
|
|
187,127
|
|
|
43,176
|
|
||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
|
|
1
|
|
|
9
|
|
||
Net increase in cash, cash equivalents, and restricted cash
|
|
176,587
|
|
|
30,037
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
36,963
|
|
|
31,396
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
213,550
|
|
|
$
|
61,433
|
|
|
|
Six months ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
4,435
|
|
|
$
|
938
|
|
Cash paid for income taxes, net of refunds received
|
|
$
|
13
|
|
|
$
|
48
|
|
Property and equipment additions not yet paid in cash
|
|
$
|
8,035
|
|
|
$
|
365
|
|
Vesting of early-exercised stock options
|
|
$
|
310
|
|
|
$
|
81
|
|
Capital lease outstanding from current year addition
|
|
$
|
3,740
|
|
|
$
|
458
|
|
Change in other assets from change in accounting principle
|
|
$
|
5,727
|
|
|
$
|
—
|
|
Conversion of convertible preferred stock warrants to convertible common stock warrants
|
|
$
|
5,665
|
|
|
$
|
—
|
|
Costs related to initial public offering, accrued but not yet paid
|
|
$
|
1,945
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
213,463
|
|
|
$
|
61,433
|
|
Restricted cash included in prepaid and other current assets line item of Condensed Consolidated Balance Sheets
|
|
87
|
|
|
—
|
|
||
Total cash, cash equivalents, and restricted cash
|
|
$
|
213,550
|
|
|
$
|
61,433
|
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, we satisfy a performance obligation.
|
|
|
Three Months Ended June 30, 2019
|
|
Six months ended June 30, 2019
|
||||||||||||||||||||
|
|
As currently
reported
|
|
Impact of
adopting new
revenue
standards
|
|
As would
have been
reported
under
previous
revenue
standards
|
|
As currently
reported
|
|
Impact of
adopting new
revenue
standards
|
|
As would
have been
reported
under
previous
revenue
standards
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Sales and marketing
|
|
$
|
16,906
|
|
|
$
|
(4
|
)
|
|
$
|
16,902
|
|
|
$
|
31,945
|
|
|
$
|
67
|
|
|
$
|
32,012
|
|
Total operating expenses
|
|
37,070
|
|
|
(4
|
)
|
|
37,066
|
|
|
70,985
|
|
|
67
|
|
|
71,052
|
|
||||||
Loss from operations
|
|
(11,681
|
)
|
|
4
|
|
|
(11,677
|
)
|
|
(19,758
|
)
|
|
(67
|
)
|
|
(19,825
|
)
|
||||||
Loss before income taxes
|
|
(15,505
|
)
|
|
4
|
|
|
(15,501
|
)
|
|
(25,177
|
)
|
|
(67
|
)
|
|
(25,244
|
)
|
||||||
Net loss
|
|
(15,587
|
)
|
|
4
|
|
|
(15,583
|
)
|
|
(25,314
|
)
|
|
(67
|
)
|
|
(25,381
|
)
|
||||||
Comprehensive loss
|
|
(15,594
|
)
|
|
4
|
|
|
(15,590
|
)
|
|
(25,265
|
)
|
|
(67
|
)
|
|
(25,332
|
)
|
||||||
Net loss attributable to common stockholders
|
|
$
|
(15,587
|
)
|
|
$
|
4
|
|
|
$
|
(15,583
|
)
|
|
$
|
(25,314
|
)
|
|
$
|
(67
|
)
|
|
$
|
(25,381
|
)
|
|
|
As of June 30, 2019
|
||||||||||
|
|
As currently
reported
|
|
Impact of
adopting new
revenue
standards
|
|
As would
have been
reported
under
previous
revenue
standards
|
||||||
|
|
(in thousands)
|
||||||||||
Other assets
|
|
$
|
12,856
|
|
|
$
|
(5,794
|
)
|
|
$
|
7,062
|
|
Total assets
|
|
356,376
|
|
|
(5,794
|
)
|
|
350,582
|
|
|||
Accumulated deficit
|
|
(165,773
|
)
|
|
(5,794
|
)
|
|
(171,567
|
)
|
|||
Total stockholders’ equity
|
|
267,322
|
|
|
(5,794
|
)
|
|
261,528
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
356,376
|
|
|
$
|
(5,794
|
)
|
|
$
|
350,582
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
United States
|
|
$
|
32,521
|
|
|
$
|
26,901
|
|
|
$
|
65,943
|
|
|
$
|
52,242
|
|
All other countries
|
|
13,652
|
|
|
7,547
|
|
|
25,786
|
|
|
14,704
|
|
||||
Total revenue
|
|
$
|
46,173
|
|
|
$
|
34,448
|
|
|
$
|
91,729
|
|
|
$
|
66,946
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Enterprise customers
|
|
$
|
39,421
|
|
|
$
|
27,872
|
|
|
$
|
78,465
|
|
|
$
|
55,019
|
|
Non-enterprise customers
|
|
6,752
|
|
|
6,576
|
|
|
13,264
|
|
|
11,927
|
|
||||
Total revenue
|
|
$
|
46,173
|
|
|
$
|
34,448
|
|
|
$
|
91,729
|
|
|
$
|
66,946
|
|
|
As of June 30, 2019
|
|
As of January 1, 2019
|
||||
|
(in thousands)
|
||||||
Contract liabilities(1)
|
$
|
653
|
|
|
$
|
1,622
|
|
(1)
|
Balance as of January 1, 2019 represents contract liabilities as adjusted for Topic 606.
|
|
Three months ended
June 30, 2019 |
|
Six months ended
June 30, 2019 |
||||
|
(in thousands)
|
||||||
Revenue recognized in the period from:
|
|
|
|
||||
Amounts included in contract liability at the beginning of the period
|
$
|
1,069
|
|
|
$
|
2,006
|
|
|
As of June 30, 2019
|
|
As of January 1, 2019
|
||||
|
(in thousands)
|
||||||
Deferred commissions(1)
|
$
|
6,514
|
|
|
$
|
5,727
|
|
(1)
|
Balance as of January 1, 2019 represents deferred commissions as adjusted for Topic 606.
|
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
1,098
|
|
|
$
|
32,546
|
|
Money market funds
|
|
212,365
|
|
|
2,419
|
|
||
U.S. Treasury securities
|
|
—
|
|
|
1,998
|
|
||
Total cash and cash equivalents
|
|
$
|
213,463
|
|
|
$
|
36,963
|
|
Marketable securities:
|
|
|
|
|
||||
Corporate notes and bonds
|
|
$
|
11,510
|
|
|
$
|
12,852
|
|
Commercial paper
|
|
10,761
|
|
|
20,086
|
|
||
U.S. Treasury securities
|
|
2,994
|
|
|
5,932
|
|
||
Asset-backed securities
|
|
6,891
|
|
|
7,809
|
|
||
Total marketable securities
|
|
$
|
32,156
|
|
|
$
|
46,679
|
|
|
|
As of June 30, 2019
|
||||||||||||||
|
|
Amortized
Cost |
|
Gross
Unrealized Gain |
|
Gross
Unrealized Loss |
|
Fair
Value |
||||||||
|
|
(in thousands)
|
||||||||||||||
Corporate notes and bonds
|
|
$
|
11,496
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
11,510
|
|
Commercial paper
|
|
10,761
|
|
|
—
|
|
|
—
|
|
|
10,761
|
|
||||
U.S. Treasury securities
|
|
2,993
|
|
|
1
|
|
|
—
|
|
|
2,994
|
|
||||
Asset-backed securities
|
|
6,888
|
|
|
3
|
|
|
—
|
|
|
6,891
|
|
||||
Total available-for-sale investments
|
|
$
|
32,138
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
32,156
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Corporate notes and bonds
|
|
$
|
12,867
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
12,852
|
|
Commercial paper
|
|
20,086
|
|
|
—
|
|
|
—
|
|
|
20,086
|
|
||||
U.S. Treasury securities
|
|
5,933
|
|
|
—
|
|
|
(1
|
)
|
|
5,932
|
|
||||
Asset-backed securities
|
|
7,817
|
|
|
—
|
|
|
(8
|
)
|
|
7,809
|
|
||||
Total available-for-sale investments
|
|
$
|
46,703
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
46,679
|
|
|
|
As of June 30, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
212,365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
212,365
|
|
Total cash equivalents
|
|
212,365
|
|
|
—
|
|
|
—
|
|
|
212,365
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and bonds
|
|
—
|
|
|
11,510
|
|
|
—
|
|
|
11,510
|
|
||||
Commercial paper
|
|
—
|
|
|
10,761
|
|
|
—
|
|
|
10,761
|
|
||||
U.S. Treasury securities
|
|
—
|
|
|
2,994
|
|
|
—
|
|
|
2,994
|
|
||||
Asset-backed securities
|
|
—
|
|
|
6,891
|
|
|
—
|
|
|
6,891
|
|
||||
Total marketable securities
|
|
—
|
|
|
32,156
|
|
|
—
|
|
|
32,156
|
|
||||
Total financial assets
|
|
$
|
212,365
|
|
|
$
|
32,156
|
|
|
$
|
—
|
|
|
$
|
244,521
|
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
2,419
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,419
|
|
U.S. Treasury securities
|
|
—
|
|
|
1,998
|
|
|
—
|
|
|
1,998
|
|
||||
Total cash equivalents
|
|
2,419
|
|
|
1,998
|
|
|
—
|
|
|
4,417
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and bonds
|
|
—
|
|
|
12,852
|
|
|
—
|
|
|
12,852
|
|
||||
Commercial paper
|
|
—
|
|
|
20,086
|
|
|
—
|
|
|
20,086
|
|
||||
U.S. Treasury securities
|
|
—
|
|
|
5,932
|
|
|
—
|
|
|
5,932
|
|
||||
Asset-backed securities
|
|
—
|
|
|
7,809
|
|
|
—
|
|
|
7,809
|
|
||||
Total marketable securities
|
|
—
|
|
|
46,679
|
|
|
—
|
|
|
46,679
|
|
||||
Total financial assets
|
|
$
|
2,419
|
|
|
$
|
48,677
|
|
|
$
|
—
|
|
|
$
|
51,096
|
|
Convertible preferred stock warrant liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,261
|
|
|
$
|
3,261
|
|
Total financial liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,261
|
|
|
$
|
3,261
|
|
|
|
|
||
|
|
2019
|
||
|
|
(in thousands)
|
||
Fair value, December 31, 2018
|
|
$
|
3,261
|
|
Change in fair value of Level 3 financial liabilities
|
|
2,404
|
|
|
Conversion of convertible preferred stock warrants into Class B common stock warrants
|
|
(5,665
|
)
|
|
Fair value, June 30, 2019
|
|
$
|
—
|
|
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Computer and networking equipment
|
|
$
|
83,236
|
|
|
$
|
65,060
|
|
Leasehold improvements
|
|
3,268
|
|
|
3,259
|
|
||
Furniture and fixtures
|
|
559
|
|
|
539
|
|
||
Office equipment
|
|
535
|
|
|
513
|
|
||
Internal-use software
|
|
10,311
|
|
|
8,604
|
|
||
Property and equipment, gross
|
|
97,909
|
|
|
77,975
|
|
||
Accumulated depreciation and amortization
|
|
(42,299
|
)
|
|
(35,621
|
)
|
||
Property and equipment, net
|
|
$
|
55,610
|
|
|
$
|
42,354
|
|
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Accrued computer and networking equipment
|
|
$
|
7,752
|
|
|
$
|
—
|
|
Accrued compensation and related benefits
|
|
5,495
|
|
|
3,952
|
|
||
Sales and use tax payable
|
|
3,273
|
|
|
3,077
|
|
||
Accrued colocation and bandwidth costs
|
|
2,499
|
|
|
3,049
|
|
||
Other accrued liabilities
|
|
6,082
|
|
|
5,457
|
|
||
Total accrued expenses
|
|
$
|
25,101
|
|
|
$
|
15,535
|
|
|
|
Six months ended
June 30, 2019 |
||
|
|
(in thousands)
|
||
Balance as of December 31, 2018
|
|
$
|
360
|
|
Foreign currency translation
|
|
(1
|
)
|
|
Balance as of June 30, 2019
|
|
$
|
359
|
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
|
Gross carrying value
|
|
Accumulated amortization
|
|
Net carrying value
|
|
Gross carrying value
|
|
Accumulated amortization
|
|
Net carrying value
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Finite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet protocol addresses
|
|
$
|
1,448
|
|
|
$
|
(289
|
)
|
|
$
|
1,159
|
|
|
$
|
852
|
|
|
$
|
(242
|
)
|
|
$
|
610
|
|
Domain name
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total finite-lived intangible assets
|
|
$
|
1,487
|
|
|
$
|
(289
|
)
|
|
$
|
1,198
|
|
|
$
|
852
|
|
|
$
|
(242
|
)
|
|
$
|
610
|
|
|
As of June 30, 2019
|
||
|
(in thousands)
|
||
Remainder of 2019
|
$
|
75
|
|
2020
|
158
|
|
|
2021
|
158
|
|
|
2022
|
155
|
|
|
2023
|
145
|
|
|
Thereafter
|
507
|
|
|
Total
|
$
|
1,198
|
|
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Liability component:
|
|
|
|
|
||||
Principal amount—Second Amendment to Amended and Restated Loan and Security Agreement
|
|
$
|
44,167
|
|
|
$
|
49,167
|
|
Less: unamortized debt issuance costs
|
|
(68
|
)
|
|
(1,896
|
)
|
||
Less: current portion of long-term debt
|
|
(30,000
|
)
|
|
(10,000
|
)
|
||
Long-term debt, less current portion—Second Amendment to Amended and Restated Loan and Security Agreement
|
|
$
|
14,099
|
|
|
$
|
37,271
|
|
Principal amount—Capital Lease Agreement
|
|
6,601
|
|
|
3,538
|
|
||
Less: current portion of long-term debt
|
|
(2,822
|
)
|
|
(1,370
|
)
|
||
Long-term debt, less current portion—Capital Lease Agreement
|
|
$
|
3,779
|
|
|
$
|
2,168
|
|
Total long-term debt, less current portion
|
|
$
|
17,878
|
|
|
$
|
39,439
|
|
|
|
Principal
|
|
Interest
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Remainder of 2019
|
|
$
|
26,393
|
|
|
$
|
1,178
|
|
|
$
|
27,571
|
|
2020
|
|
12,899
|
|
|
1,290
|
|
|
14,189
|
|
|||
2021
|
|
11,404
|
|
|
404
|
|
|
11,808
|
|
|||
2022
|
|
72
|
|
|
1
|
|
|
73
|
|
|||
Total
|
|
$
|
50,768
|
|
|
$
|
2,873
|
|
|
$
|
53,641
|
|
|
|
Series B
|
|
Series C
|
|
Series D
|
|
Series F
|
|
Total
|
||||||||||
Fair value (in thousands)
|
|
$
|
1,818
|
|
|
$
|
792
|
|
|
$
|
668
|
|
|
$
|
2,387
|
|
|
$
|
5,665
|
|
Expected remaining term (in years)
|
|
4.46
|
|
|
5.47
|
|
|
7.21
|
|
|
9.62
|
|
|
|
||||||
Risk-free interest rate
|
|
2.17
|
%
|
|
2.20
|
%
|
|
2.27
|
%
|
|
2.37
|
%
|
|
|
||||||
Expected volatility
|
|
39.0
|
%
|
|
39.3
|
%
|
|
40.2
|
%
|
|
42.4
|
%
|
|
|
||||||
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Series B
|
|
Series C
|
|
Series D
|
|
Series F
|
|
Total
|
||||||||||
Fair value (in thousands)
|
|
$
|
857
|
|
|
$
|
407
|
|
|
$
|
358
|
|
|
$
|
1,639
|
|
|
$
|
3,261
|
|
Expected remaining term (in years)
|
|
4.84
|
|
|
5.84
|
|
|
7.59
|
|
|
10.00
|
|
|
|
||||||
Risk-free interest rate
|
|
2.62
|
%
|
|
2.62
|
%
|
|
2.62
|
%
|
|
2.80
|
%
|
|
|
||||||
Expected volatility
|
|
50.0
|
%
|
|
50.0
|
%
|
|
50.0
|
%
|
|
50.0
|
%
|
|
|
||||||
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Cost of Revenue Commitments
|
||
|
|
(in thousands)
|
||
Remainder of 2019
|
|
$
|
33,104
|
|
2020
|
|
17,591
|
|
|
2021
|
|
4,796
|
|
|
2022
|
|
968
|
|
|
Total
|
|
$
|
56,459
|
|
|
|
As of
December 31, 2018
|
||||||||||||
|
|
Shares
Authorized
|
|
Shares
Issued and
Outstanding
|
|
Net
Carrying
Amount
|
|
Liquidation
Preference
|
||||||
|
|
(in thousands except share data)
|
||||||||||||
Series Seed Preferred Stock
|
|
8,049,365
|
|
|
8,049,364
|
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Series A Preferred Stock
|
|
2,733,520
|
|
|
2,733,518
|
|
|
1,050
|
|
|
1,050
|
|
||
Series B Preferred Stock
|
|
11,058,835
|
|
|
10,945,209
|
|
|
11,260
|
|
|
11,260
|
|
||
Series C Preferred Stock
|
|
9,805,905
|
|
|
9,753,060
|
|
|
41,420
|
|
|
41,527
|
|
||
Series D Preferred Stock
|
|
11,675,463
|
|
|
11,627,903
|
|
|
74,912
|
|
|
75,000
|
|
||
Series E Preferred Stock
|
|
6,609,032
|
|
|
6,609,030
|
|
|
49,863
|
|
|
50,000
|
|
||
Series F Preferred Stock
|
|
4,216,523
|
|
|
3,912,129
|
|
|
39,879
|
|
|
40,000
|
|
||
Total
|
|
54,148,643
|
|
|
53,630,213
|
|
|
$
|
219,584
|
|
|
$
|
220,037
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
|
|||||
|
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2018
|
|
12,210
|
|
|
$
|
2.96
|
|
|
7.80
|
|
$
|
64,590
|
|
Granted
|
|
2,119
|
|
|
9.19
|
|
|
|
|
|
|||
Exercised
|
|
(1,418
|
)
|
|
2.15
|
|
|
|
|
|
|||
Cancelled/forfeited
|
|
(568
|
)
|
|
4.52
|
|
|
|
|
|
|||
Outstanding at June 30, 2019
|
|
12,343
|
|
|
$
|
4.04
|
|
|
7.72
|
|
$
|
200,448
|
|
Vested and exercisable at June 30, 2019
|
|
7,305
|
|
|
$
|
2.34
|
|
|
6.73
|
|
$
|
131,052
|
|
|
|
Six months ended June 30,
|
||||
|
|
2019
|
|
2018
|
||
|
|
(in thousands)
|
||||
Beginning balance
|
|
245
|
|
|
138
|
|
Early exercise of options
|
|
117
|
|
|
—
|
|
Vested
|
|
(81
|
)
|
|
(48
|
)
|
Repurchased
|
|
—
|
|
|
(11
|
)
|
Ending balance
|
|
281
|
|
|
79
|
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Fair value of common stock
|
|
$
|
11.14
|
|
|
$
|
4.05
|
|
Expected term (in years)
|
|
6.02
|
|
|
6.09
|
|
||
Risk-free interest rate
|
|
2.45
|
%
|
|
2.76
|
%
|
||
Expected volatility
|
|
39.6
|
%
|
|
41.3
|
%
|
||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
|
Six months ended June 30,
|
||||
|
|
2019
|
|
2018
|
||
Fair value of common stock
|
|
$
|
6.92
|
|
|
N/A
|
Expected term (in years)
|
|
0.50
|
|
|
N/A
|
|
Risk-free interest rate
|
|
2.35
|
%
|
|
N/A
|
|
Expected volatility
|
|
36.4
|
%
|
|
N/A
|
|
Dividend yield
|
|
—
|
%
|
|
N/A
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Stock-based compensation expense by caption:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
293
|
|
|
$
|
71
|
|
|
$
|
437
|
|
|
$
|
123
|
|
Research and development
|
|
714
|
|
|
324
|
|
|
1,146
|
|
|
600
|
|
||||
Sales and marketing
|
|
596
|
|
|
226
|
|
|
965
|
|
|
451
|
|
||||
General and administrative
|
|
640
|
|
|
369
|
|
|
1,162
|
|
|
664
|
|
||||
Total
|
|
$
|
2,243
|
|
|
$
|
990
|
|
|
$
|
3,710
|
|
|
$
|
1,838
|
|
|
|
Three months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
Class A
|
|
Class B
|
|
Class A(1)
|
|
Class B(2)
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||
Net loss
|
|
$
|
(1,685
|
)
|
|
$
|
(13,902
|
)
|
|
N/A
|
|
$
|
(5,836
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(1,685
|
)
|
|
$
|
(13,902
|
)
|
|
N/A
|
|
$
|
(5,836
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
|
6,464
|
|
|
53,317
|
|
|
N/A
|
|
24,127
|
|
|||
Net loss per share attributable to common stockholders, basic and diluted
|
|
$
|
(0.26
|
)
|
|
$
|
(0.26
|
)
|
|
N/A
|
|
$
|
(0.24
|
)
|
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
Class A
|
|
Class B
|
|
Class A(1)
|
|
Class B(2)
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||
Net loss
|
|
$
|
(1,931
|
)
|
|
$
|
(23,383
|
)
|
|
N/A
|
|
$
|
(15,142
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(1,931
|
)
|
|
$
|
(23,383
|
)
|
|
N/A
|
|
$
|
(15,142
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
|
3,250
|
|
|
39,349
|
|
|
N/A
|
|
24,034
|
|
|||
Net loss per share attributable to common stockholders, basic and diluted
|
|
$
|
(0.59
|
)
|
|
$
|
(0.59
|
)
|
|
N/A
|
|
$
|
(0.63
|
)
|
(1)
|
Class A common stock includes the issuance of 12.9 million shares of Class A common stock issued by us in connection with our IPO and shares issued upon the exercise of options subsequent to our IPO.
|
(2)
|
Class B common stock includes, for all periods presented, the conversion of all of our preferred stock into an aggregate of 53.6 million shares of our Class B common stock upon closing of the IPO.
|
|
|
Number of Shares
|
||||
|
|
As of June 30,
|
||||
|
|
2019
|
|
2018
|
||
|
|
(in thousands)
|
||||
Convertible preferred stock
|
|
—
|
|
|
53,550
|
|
Stock options
|
|
12,343
|
|
|
10,928
|
|
Early exercised stock options
|
|
281
|
|
|
79
|
|
Convertible common stock warrants
|
|
259
|
|
|
—
|
|
Convertible preferred stock warrants
|
|
—
|
|
|
214
|
|
Shares issuable pursuant to the ESPP
|
|
60
|
|
|
—
|
|
Total
|
|
12,943
|
|
|
64,771
|
|
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
United States
|
|
$
|
36,723
|
|
|
$
|
28,723
|
|
All other countries
|
|
18,887
|
|
|
13,631
|
|
||
Total long-lived assets
|
|
$
|
55,610
|
|
|
$
|
42,354
|
|
|
|
June 30,
|
||||
|
|
2019
|
|
2018
|
||
Number of customers (as of end of period)
|
|
1,627
|
|
|
1,529
|
|
Number of enterprise customers (as of end of period)
|
|
262
|
|
|
190
|
|
DBNER (trailing twelve months)
|
|
132.3
|
%
|
|
139.1
|
%
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Condensed Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
46,173
|
|
|
$
|
34,448
|
|
|
$
|
91,729
|
|
|
$
|
66,946
|
|
Cost of revenue(1)
|
|
20,784
|
|
|
15,695
|
|
|
40,502
|
|
|
31,079
|
|
||||
Gross profit
|
|
25,389
|
|
|
18,753
|
|
|
51,227
|
|
|
35,867
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development(1)
|
|
11,244
|
|
|
8,099
|
|
|
21,420
|
|
|
16,078
|
|
||||
Sales and marketing(1)
|
|
16,906
|
|
|
11,973
|
|
|
31,945
|
|
|
24,316
|
|
||||
General and administrative(1)
|
|
8,920
|
|
|
4,130
|
|
|
17,620
|
|
|
9,832
|
|
||||
Total operating expenses
|
|
37,070
|
|
|
24,202
|
|
|
70,985
|
|
|
50,226
|
|
||||
Loss from operations
|
|
(11,681
|
)
|
|
(5,449
|
)
|
|
(19,758
|
)
|
|
(14,359
|
)
|
||||
Interest income
|
|
861
|
|
|
147
|
|
|
1,277
|
|
|
284
|
|
||||
Interest expense
|
|
(2,989
|
)
|
|
(359
|
)
|
|
(4,224
|
)
|
|
(740
|
)
|
||||
Other expenses, net
|
|
(1,696
|
)
|
|
(140
|
)
|
|
(2,472
|
)
|
|
(234
|
)
|
||||
Loss before income taxes
|
|
(15,505
|
)
|
|
(5,801
|
)
|
|
(25,177
|
)
|
|
(15,049
|
)
|
||||
Income taxes
|
|
82
|
|
|
35
|
|
|
137
|
|
|
93
|
|
||||
Net loss attributable to common stockholders
|
|
$
|
(15,587
|
)
|
|
$
|
(5,836
|
)
|
|
$
|
(25,314
|
)
|
|
$
|
(15,142
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
|
$
|
293
|
|
|
$
|
71
|
|
|
$
|
437
|
|
|
$
|
123
|
|
Research and development
|
|
714
|
|
|
324
|
|
|
1,146
|
|
|
600
|
|
||||
Sales and marketing
|
|
596
|
|
|
226
|
|
|
965
|
|
|
451
|
|
||||
General and administrative
|
|
640
|
|
|
369
|
|
|
1,162
|
|
|
664
|
|
||||
Total
|
|
$
|
2,243
|
|
|
$
|
990
|
|
|
$
|
3,710
|
|
|
$
|
1,838
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Condensed Consolidated Statements of Operations, as a percentage of revenue:*
|
|
|
|
|
|
|
|
|
||||
Revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
|
45
|
|
|
46
|
|
|
44
|
|
|
46
|
|
Gross profit
|
|
55
|
|
|
54
|
|
|
56
|
|
|
54
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
24
|
|
|
24
|
|
|
23
|
|
|
24
|
|
Sales and marketing
|
|
37
|
|
|
35
|
|
|
35
|
|
|
36
|
|
General and administrative
|
|
19
|
|
|
12
|
|
|
19
|
|
|
15
|
|
Total operating expenses
|
|
80
|
|
|
70
|
|
|
77
|
|
|
75
|
|
Loss from operations
|
|
(25
|
)
|
|
(16
|
)
|
|
(22
|
)
|
|
(21
|
)
|
Interest income
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Interest expense
|
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
Other expenses, net
|
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
Loss before income taxes
|
|
(33
|
)
|
|
(17
|
)
|
|
(29
|
)
|
|
(22
|
)
|
Income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss attributable to common stockholders
|
|
(33
|
)%
|
|
(17
|
)%
|
|
(29
|
)%
|
|
(22
|
)%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenue
|
|
$
|
46,173
|
|
|
$
|
34,448
|
|
|
34
|
%
|
|
$
|
91,729
|
|
|
$
|
66,946
|
|
|
37
|
%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Cost of revenue
|
|
$
|
20,784
|
|
|
$
|
15,695
|
|
|
32
|
%
|
|
$
|
40,502
|
|
|
$
|
31,079
|
|
|
30
|
%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Gross profit
|
|
$
|
25,389
|
|
|
$
|
18,753
|
|
|
35
|
%
|
|
$
|
51,227
|
|
|
$
|
35,867
|
|
|
43
|
%
|
Gross margin
|
|
55
|
%
|
|
54
|
%
|
|
1
|
%
|
|
56
|
%
|
|
54
|
%
|
|
2
|
%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Research and development
|
|
$
|
11,244
|
|
|
$
|
8,099
|
|
|
39
|
%
|
|
$
|
21,420
|
|
|
$
|
16,078
|
|
|
33
|
%
|
Sales and marketing
|
|
16,906
|
|
|
11,973
|
|
|
41
|
%
|
|
31,945
|
|
|
24,316
|
|
|
31
|
%
|
||||
General and administrative
|
|
8,920
|
|
|
4,130
|
|
|
116
|
%
|
|
17,620
|
|
|
9,832
|
|
|
79
|
%
|
||||
Total operating expenses
|
|
$
|
37,070
|
|
|
$
|
24,202
|
|
|
53
|
%
|
|
$
|
70,985
|
|
|
$
|
50,226
|
|
|
41
|
%
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
24
|
%
|
|
24
|
%
|
|
—
|
%
|
|
23
|
%
|
|
24
|
%
|
|
1
|
%
|
||||
Sales and marketing
|
|
37
|
%
|
|
35
|
%
|
|
(2
|
)%
|
|
35
|
%
|
|
36
|
%
|
|
1
|
%
|
||||
General and administrative
|
|
19
|
%
|
|
12
|
%
|
|
(7
|
)%
|
|
19
|
%
|
|
15
|
%
|
|
(4
|
)%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest income
|
|
$
|
861
|
|
|
$
|
147
|
|
|
486
|
%
|
|
$
|
1,277
|
|
|
$
|
284
|
|
|
350
|
%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest expense
|
|
$
|
2,989
|
|
|
$
|
359
|
|
|
733
|
%
|
|
$
|
4,224
|
|
|
$
|
740
|
|
|
471
|
%
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Other expense, net
|
|
$
|
1,696
|
|
|
$
|
140
|
|
|
1111
|
%
|
|
$
|
2,472
|
|
|
$
|
234
|
|
|
956
|
%
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
||||||
Cash used in operating activities
|
|
$
|
(15,648
|
)
|
|
$
|
(12,584
|
)
|
Cash provided by (used in) investing activities
|
|
5,107
|
|
|
(564
|
)
|
||
Cash provided by financing activities
|
|
187,127
|
|
|
43,176
|
|
•
|
loss of customers;
|
•
|
reduced customer usage of our platforms;
|
•
|
lost or delayed market acceptance and sales of our products, or the failure to launch products or features on anticipated timelines;
|
•
|
delays in payment to us by customers;
|
•
|
injury to our reputation and brand;
|
•
|
legal claims, including warranty and service level agreement claims, against us; or
|
•
|
diversion of our resources, including through increased service and warranty expenses or financial concessions, and increased insurance costs.
|
•
|
our platform’s functionality, scalability, performance, ease of use, reliability, security availability, and cost effectiveness relative to that of our competitors’ products and services;
|
•
|
our global network coverage;
|
•
|
our ability to utilize new and proprietary technologies to offer services and features previously not available in the marketplace;
|
•
|
our ability to identify new markets, applications, and technologies;
|
•
|
our ability to attract and retain customers;
|
•
|
our brand, reputation, and trustworthiness;
|
•
|
our credibility with developers;
|
•
|
the quality of our customer support;
|
•
|
our ability to recruit software engineers and sales and marketing personnel; and
|
•
|
our ability to protect our intellectual property.
|
•
|
lead to the dissemination of proprietary information or sensitive, personal, or confidential data about us, our employees, or our customers—including personally identifiable information of individuals involved with our customers and their end-users;
|
•
|
lead to interruptions or degradation of performance in our platform;
|
•
|
threaten our ability to provide our customers with access to our platform;
|
•
|
generate negative publicity about us;
|
•
|
result in litigation and increased legal liability or fines; or
|
•
|
lead to governmental inquiry or oversight.
|
•
|
the popularity of our customers’ offerings as compared to those offered by companies that do not use our platform;
|
•
|
adoption of new technologies that allow end-users to access content from a core cloud without having to access our network;
|
•
|
customers, particularly large internet platform companies, utilizing their own data centers and implementing delivery approaches that limit or eliminate reliance on third-party providers like us; and
|
•
|
macro-economic market and industry pressures.
|
•
|
any decline in demand for our edge cloud platform;
|
•
|
the failure of our edge cloud platform to achieve continued market acceptance;
|
•
|
the market for edge cloud computing services not continuing to grow, or growing more slowly than we expect;
|
•
|
the introduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our edge cloud platform;
|
•
|
technological innovations or new standards that our edge cloud platform does not address;
|
•
|
sensitivity to current or future prices offered by us or our competitors;
|
•
|
our customers’ development of their own edge cloud platform; and
|
•
|
our inability to release enhanced versions of our edge cloud platform on a timely basis.
|
•
|
fluctuations in demand for or pricing of our platform;
|
•
|
our ability to attract new customers;
|
•
|
our ability to retain our existing customers;
|
•
|
fluctuations in the usage of our platform by our customers, which is directly related to the amount of revenue that we recognize from our customers;
|
•
|
fluctuations in customer delays in purchasing decisions in anticipation of new products or product enhancements by us or our competitors;
|
•
|
changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;
|
•
|
the timing of customer payments and any difficulty in collecting accounts receivable from customers;
|
•
|
timing of new functionality of our existing platform;
|
•
|
our ability to control costs, including our operating expenses;
|
•
|
the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including commissions;
|
•
|
the amount and timing of costs associated with recruiting, training, and integrating new employees;
|
•
|
the effects of acquisitions or other strategic transactions;
|
•
|
expenses in connection with acquisitions or other strategic transactions;
|
•
|
our ability to successfully deploy POPs in new regions;
|
•
|
general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;
|
•
|
the ability to maintain our partnerships;
|
•
|
the impact of new accounting pronouncements;
|
•
|
changes in the competitive dynamics of our market, including consolidation among competitors or customers;
|
•
|
significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform; and
|
•
|
awareness of our brand and our reputation in our target markets.
|
•
|
address new and developing markets, such as large enterprise customers outside the United States;
|
•
|
control expenses;
|
•
|
recruit, hire, train, and manage additional qualified engineers;
|
•
|
recruit, hire, train, and manage additional sales and marketing personnel;
|
•
|
maintain our corporate culture;
|
•
|
expand our international operations;
|
•
|
implement and improve our administrative, financial and operational systems, procedures, and controls;
|
•
|
attract new customers and increase our existing customers’ usage on our platform;
|
•
|
expand the functionality and use cases for the products we offer on our platform;
|
•
|
provide our customers with customer support that meets their needs; and
|
•
|
successfully identify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our products.
|
•
|
sales and marketing, including a significant expansion of our sales organization;
|
•
|
our infrastructure, including POP deployments, systems architecture, management tools, scalability, availability, performance, and security, as well as disaster recovery measures;
|
•
|
product development, including investments in our product development team and the development of new products and new functionality for our existing products;
|
•
|
acquisitions or strategic investments;
|
•
|
international expansion; and
|
•
|
general administration, including increased legal and accounting expenses associated with being a public company.
|
•
|
the effectiveness of our sales force, particularly new salespeople, as we increase the size of our sales force and train our new salespeople to sell to enterprise customers;
|
•
|
the discretionary nature of customers’ purchasing decisions and budget cycles;
|
•
|
customers’ procurement processes, including their evaluation of competing products;
|
•
|
economic conditions and other factors affecting customer budgets;
|
•
|
the regulatory environment in which our customers operate;
|
•
|
integration complexity for a customer deployment;
|
•
|
the customer’s familiarity with edge cloud computing platforms;
|
•
|
evolving customer demands; and
|
•
|
competitive conditions.
|
•
|
failure to predict market demand accurately in terms of functionality and a failure to supply products that meet this demand in a timely fashion;
|
•
|
defects, errors, or failures;
|
•
|
negative publicity about our platform’s performance or effectiveness;
|
•
|
changes in the legal or regulatory requirements, or increased legal or regulatory scrutiny, adversely affecting our platform;
|
•
|
emergence of a competitor that achieves market acceptance before we do;
|
•
|
delays in releasing enhancements to our platform to the market; and
|
•
|
introduction or anticipated introduction of competing products by our competitors.
|
•
|
changes in a specific country’s or region’s political or economic conditions;
|
•
|
greater difficulty collecting accounts receivable and longer payment cycles;
|
•
|
potential or unexpected changes in trade relations, regulations, or laws;
|
•
|
more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe;
|
•
|
differing labor regulations, especially in Europe and Japan, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
|
•
|
challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs;
|
•
|
challenges to our corporate culture resulting from a dispersed workforce;
|
•
|
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;
|
•
|
increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
|
•
|
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;
|
•
|
challenges related to providing support and developing products in foreign languages;
|
•
|
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
|
•
|
laws and business practices favoring local competitors or general market preferences for local vendors;
|
•
|
potential tariffs and trade barriers;
|
•
|
limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
|
•
|
political instability or terrorist activities;
|
•
|
exposure to liabilities under anti-corruption and anti-money laundering laws, and similar laws and regulations in other jurisdictions; and
|
•
|
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
|
•
|
Changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;
|
•
|
Changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Tax Act;
|
•
|
Changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;
|
•
|
The outcome of current and future tax audits, examinations, or administrative appeals; and
|
•
|
Limitations or adverse findings regarding our ability to do business in some jurisdictions.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
variance in our financial performance from expectations of securities analysts or investors;
|
•
|
changes in the pricing we offer our customers;
|
•
|
changes in our projected operating and financial results;
|
•
|
changes in laws or regulations applicable to our platform or related products;
|
•
|
announcements by us or our competitors of significant business developments, acquisitions, or new offerings;
|
•
|
publicity associated with network downtime and problems;
|
•
|
our involvement in litigation;
|
•
|
changes in senior management or key personnel;
|
•
|
the trading volume of our Class A common stock;
|
•
|
changes in the anticipated future size and growth rate of our market; and
|
•
|
general economic, regulatory, and market conditions.
|
•
|
authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock;
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer;
|
•
|
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
|
•
|
establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;
|
•
|
prohibit cumulative voting in the election of directors;
|
•
|
provide that our directors may be removed for cause only upon the vote of the holders of a majority of our outstanding shares of common stock;
|
•
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
•
|
reflect our two classes of common stock as described above.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a breach of fiduciary duty;
|
•
|
any action asserting a claim against us arising under the Delaware General Corporation Law,
|
•
|
our amended and restated certificate of incorporation, or our amended and restated bylaws; and
|
•
|
any action asserting a claim against us that is governed by the internal-affairs doctrine.
|
•
|
From March 31, 2019 to May 17, 2019, we granted stock options to purchase an aggregate of 662,846 shares of Class B common stock at exercise prices ranging from $10.02 to $15.00 per share to a total of 63 employees under our 2011 Equity Incentive Plan; and
|
•
|
From March 31, 2019 to May 17, 2019, we issued an aggregate of 824,333 shares of Class B common stock upon the exercise of options under our 2011 Equity Incentive Plan at exercise prices ranging from $0.03 to $8.24 per share, for an aggregate purchase price of $1.9 million.
|
Exhibit
Number
|
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
8-K
|
001-38897
|
3.1
|
May 21, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
3.4
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.4
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.5
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.7
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.8
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.9
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.10
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.31
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.32
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
S-1/A
|
333-230953
|
10.33
|
May 6, 2019
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
101. INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
X
|
+
|
Indicates management contract or compensatory plan.
|
|
|
|
|
FASTLY, INC.
|
|
|
|
|
|
|
August 9, 2019
|
|
By:
|
/s/ Artur Bergman
|
|
|
|
|
Artur Bergman
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
August 9, 2019
|
|
By:
|
/s/ Adriel Lares
|
|
|
|
|
Adriel Lares
Chief Financial Officer (Principal Financial and Accounting Officer)
|
Vesting Schedule:
|
[__________________], subject to Participant’s Continuous Service through each such vesting date.
|
Issuance Schedule:
|
Subject to any Capitalization Adjustment, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Restricted Stock Unit Award Agreement.
|
ATTACHMENTS:
|
Restricted Stock Unit Award Agreement and 2019 Equity Incentive Plan
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Fastly, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 9, 2019
|
|
By:
|
/s/ Artur Bergman
|
|
||||
|
|
|
Artur Bergman
|
|
||||
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Fastly, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 9, 2019
|
|
By:
|
/s/ Adriel Lares
|
|
||||
|
|
|
Adriel Lares
|
|
||||
|
|
|
Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date: August 9, 2019
|
|
By:
|
/s/ Artur Bergman
|
|
||
|
|
|
Artur Bergman
|
|
||
|
|
|
Chief Executive Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date: August 9, 2019
|
|
By:
|
/s/ Adriel Lares
|
|
||
|
|
|
Adriel Lares
|
|
||
|
|
|
Chief Financial Officer
|
|