Fastly(FSLY) - 2023 Q4 - Annual Report

Part I Business Fastly, Inc. provides an edge cloud platform for fast, secure digital experiences, reporting $506.0 million revenue and a narrowed net loss in FY2023 - Fastly's mission is to improve the internet by enabling developers to deliver transformative digital experiences on a global scale through its edge cloud platform[28] - The company's edge cloud platform represents a convergence of CDN with security functionalities (WAF, DDoS, Bot Detection) and the emerging edge computing market, moving compute power closer to the end user[23] Financial Performance (2021-2023) | Fiscal Year | Revenue (in millions) | Net Loss (in millions) | | :--- | :--- | :--- | | 2023 | $506.0 | $(133.1) | | 2022 | $432.7 | $(190.8) | | 2021 | $354.3 | $(222.7) | Products & Services Fastly offers Network, Security, Compute, Observability, and Professional Services on a single, programmable edge platform designed for DevOps-friendly control and real-time visibility - The platform is built on powerful Points of Presence (POPs), a software-defined network, and is fully programmable using Varnish Configuration Language (VCL) and flexible APIs[34] - Fastly's security solutions include a Next-Gen WAF, DDoS protection, Bot Management, API Protection, and Account Takeover (ATO) Protection, which can be deployed across various infrastructures including cloud, on-premise, or at the edge[50][51][53] - The Compute offering provides a serverless execution environment using WebAssembly (WASM), allowing developers to build high-performance applications at the edge; it supports languages like JavaScript, Rust, and Go[54][55] - In May 2022, Fastly acquired Glitch, a web-based development tool with over 2.6 million registered developers, to expand its product offerings and integrate its Compute environment with Glitch's user-friendly interface[57] Our Growth Strategy Fastly's growth strategy focuses on durable innovation, platform accessibility, product line expansion, simplified pricing, new market entry, and strengthening partner ecosystems - The company plans to build a single, unified platform to simplify customer onboarding and access to all Fastly services[60] - A key strategy is to expand existing customer relationships by building out new products and features, helping customers recognize the full value of the platform[61] - Fastly aims to act as a unifying layer for a growing number of cloud services, creating value and growth by partnering with major cloud platforms like AWS, Microsoft Azure, and Google Cloud Platform[61] Competition Fastly competes across cloud computing, security, and CDN markets against diverse rivals, emphasizing platform functionality, performance, and programmability despite larger competitors - The competitive landscape includes legacy CDNs, security vendors, cloud hosting providers, and traditional on-premise appliance vendors[67] - Key competitive factors include platform performance, scalability, reliability, security, global network coverage, and credibility with developers[67][68] Human Capital Resources Fastly's human capital strategy focuses on attracting and retaining diverse global talent through competitive compensation and a values-driven culture, with 1,207 employees as of December 2023 - The company's hiring strategy is dedicated to building a diverse workforce and leadership team that reflects its values and customer base[70] Employee Statistics (as of Dec 31, 2023) | Metric | Count | | :--- | :--- | | Total Employees | 1,207 | | Employees outside U.S. | 250 | | Remote Employees | 54% of total | Intellectual Property Fastly protects its proprietary technology through patents, copyrights, trademarks, and trade secrets, holding 103 issued U.S. patents and 19 registered U.S. trademarks as of December 2023 Intellectual Property Portfolio (as of Dec 31, 2023) | IP Type | Jurisdiction | Status | Count | | :--- | :--- | :--- | :--- | | Patents | U.S. | Issued/Allowed | 103 | | Patents | U.S. | Pending | 19 | | Patents | Foreign | Issued | 24 | | Patents | Foreign | Pending | 10 | | Trademarks | U.S. | Registered | 19 | Risk Factors Fastly faces diverse risks including platform failures, customer concentration, intense competition, cybersecurity threats, and talent retention, impacting its business and financial condition Risks Related to Our Business, Industry and Technology Fastly's business risks include platform failures, customer concentration, supply chain issues, cybersecurity threats, intense competition, and the challenge of rapid technological change - A substantial portion of revenue comes from a limited number of customers; the top 10 customers generated 37% of revenue in the trailing 12 months ended Dec 31, 2023[108] - The company faces significant cybersecurity risks, including DDoS attacks, ransomware, and supply-chain attacks, which could lead to regulatory action, litigation, and reputational harm[115][118][119] - The market is highly competitive, with rivals including legacy CDNs (Akamai), cloud providers (AWS, Google Cloud), and security vendors (Cloudflare, F5), many of whom have substantially greater resources[139][142] - The company has a history of operating losses, with a net loss of $133.1 million for FY 2023 and an accumulated deficit of $834.8 million, making it difficult to evaluate future prospects[112][113] Risks Related to Employees and Managing Our Growth Fastly's growth and success depend on attracting and retaining key talent in a competitive market, while managing the demands of organizational expansion and cultural preservation - Competition for qualified personnel, particularly software developers and sales professionals, is intense, with many competitors able to offer greater compensation[179] - The business depends on the efforts of senior management and key employees, including Chief Architect Artur Bergman and CEO Todd Nightingale; the loss of such personnel could be disruptive[180] - Failure to preserve the company's unique culture as it grows could negatively affect its ability to recruit and retain personnel and pursue corporate objectives[185] Risks Related to Our Financial Position and Need for Additional Capital Fastly may need additional capital, faces restrictive debt covenants, experiences seasonality, and encounters risks from international operations including currency fluctuations - The company may need to raise additional capital in the future, and any debt or equity financing could be dilutive to stockholders or involve restrictive covenants[186][190] - The Senior Secured Credit Facilities Agreement contains financial covenants, such as maintaining a consolidated adjusted quick ratio, which could restrict operations if breached[196] - International operations, which accounted for 27% of revenue in 2023, expose the company to risks such as currency fluctuations, longer payment cycles, and complex regulatory environments[192] Risks Related to Laws, Regulations, and the Global Economy Fastly is subject to complex global privacy and data security laws, content liability risks, and macroeconomic factors including inflation and geopolitical instability - The company is subject to evolving privacy and data security laws globally, such as GDPR and CCPA, which carry substantial fines for non-compliance and create uncertainty around cross-border data transfers[206][209][213] - The activities of customers on Fastly's network could violate laws or terms of service, potentially subjecting the company to liability for user-generated content, despite legal protections like the DMCA and CDA Section 230[223][225] - Unfavorable global economic conditions, rising inflation, and geopolitical instability could reduce IT spending, harming the business[254] Risks Related to Ownership of Our Class A Common Stock Fastly's Class A common stock faces price volatility, potential dilution from convertible notes, debt servicing challenges, and anti-takeover provisions, with no foreseeable dividends - The stock price has been highly volatile, trading between $7.97 and $24.31 per share during the year ended December 31, 2023[262] - As of December 31, 2023, $346.5 million in aggregate principal amount of 0% convertible senior notes due 2026 remain outstanding; conversion of these notes could dilute stockholder ownership[268][269] - The company has never paid cash dividends and does not intend to do so in the foreseeable future, meaning investors must rely on stock price appreciation for returns[284] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[292] Cybersecurity Fastly maintains a cybersecurity risk management program overseen by its CISO and Board, designed to identify, assess, and manage material threats through various security processes - The company's CISO and security organization are responsible for identifying, assessing, and managing cybersecurity threats, integrating these efforts into the company's overall enterprise risk management program[294][296] - The Board of Directors oversees the cybersecurity risk management process and receives reports from the CISO at least annually[301][305] - The company maintains an incident response plan designed to escalate material cybersecurity incidents to management and the Board's disclosure committee[304] Properties Fastly leases its corporate headquarters in San Francisco and other global office spaces, owning no real property and deeming current facilities sufficient - The corporate headquarters in San Francisco is leased until July 31, 2027[306] Legal Proceedings The company is not currently a party to any legal proceedings that would materially affect its business, financial condition, or cash flows - The company is not presently a party to any material legal proceedings[89][307] Mine Safety Disclosures This item is not applicable to the company - Not applicable[308] Part II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Fastly's Class A common stock trades on the NYSE under 'FSLY', with no history or intention of paying cash dividends, retaining earnings for future growth - The company's Class A common stock has traded on the NYSE under the symbol "FSLY" since May 17, 2019[311] - Fastly has never declared or paid cash dividends and does not expect to in the foreseeable future[313] Reserved This item is not required - Not required[321] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Fastly's FY2023 financial performance, including a 17% revenue increase to $506.0 million, improved gross margin, narrowed net loss, and liquidity overview Key Business Metrics Fastly evaluates its business using key metrics like customer counts, retention, and expansion rates, with updated methodologies and specific rates reported for December 2023 - In Q1 2023, the company updated its methodology for calculating customer count metrics to be based on revenue recognized during the quarter, rather than the last month of the quarter, to better reflect business trends[359] - Remaining Performance Obligations (RPO) as of December 31, 2023, were $235.7 million[382] Key Business Metrics (as of Dec 31, 2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | New Methodology: | | | | Total Customer Count | 3,243 | 3,062 | | Enterprise Customer Count | 578 | 533 | | Avg. Enterprise Customer Spend | $880k | $822k | | Other Metrics: | | | | DBNER | 119.0% | 122.7% | | NRR | 110.1% | 110.7% | | LTM NRR | 113.4% | 119.1% | Results of Operations Fastly's FY2023 results show a 17% revenue increase to $506.0 million, 27% gross profit growth, expanded gross margin to 53%, and a narrowed net loss of $133.1 million - Revenue growth of $73.3 million was driven by a $58.1 million increase from further adoption of the modern edge platform and a $14.7 million increase from products acquired from Signal Sciences[402] - Gross margin increased to 53% in 2023 from 48% in 2022, as revenue growth outpaced the increase in cost of revenue[410] - Research and development expenses decreased by 2% to $152.2 million, primarily due to lower stock-based compensation and increased capitalized software costs[412] Consolidated Statement of Operations Highlights (in thousands) | Line Item | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $505,988 | $432,725 | 17% | | Gross Profit | $266,328 | $209,781 | 27% | | Loss from Operations | $(198,028) | $(246,199) | (19.6)% | | Net Loss | $(133,088) | $(190,774) | (30.2)% | Liquidity and Capital Resources As of December 2023, Fastly held $328.8 million in cash and equivalents, financed operations through equity and debt, and repurchased $367.3 million in convertible notes - During 2023, the company repurchased $367.3 million of its convertible senior notes for an aggregate price of $309.1 million, resulting in a net gain on extinguishment of $52.4 million[427][607] - The company has a $100.0 million Senior Secured Credit Facility, which was undrawn as of December 31, 2023; the maturity date was subsequently extended to June 14, 2024[424][677] Cash Flow Summary (in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash from Operating Activities | $362 | $(69,632) | | Net cash from Investing Activities | $294,940 | $235,751 | | Net cash used in Financing Activities | $(331,380) | $(189,149) | Quantitative and Qualitative Disclosures about Market Risk Fastly is exposed to interest rate and currency exchange risks, though their impact on financial statements is not considered material due to short-term investments and unhedged foreign operations - The primary market risks are interest rate fluctuations on its investment portfolio and foreign currency exchange rate fluctuations[457] - A hypothetical 10% change in interest rates or foreign exchange rates would not have had a material impact on the consolidated financial statements for the period presented[457][458] Financial Statements and Supplementary Data This section presents Fastly's audited consolidated financial statements for fiscal years 2021-2023, including balance sheets, statements of operations, and cash flows, with detailed notes Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP issued unqualified opinions on Fastly's FY2023 financial statements and internal controls, noting manual revenue processing as a critical audit matter - The audit firm issued an unqualified opinion, stating the financial statements are presented fairly in all material respects[464] - A critical audit matter was identified related to the complex manual procedures required to process and record certain revenue transactions[469][470] Consolidated Financial Statements Fastly's consolidated financial statements show total assets of $1.53 billion and liabilities of $545.7 million as of December 2023, with revenue of $506.0 million and a net loss of $133.1 million for the year Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash, cash equivalents, and marketable securities | $328,808 | $683,077 | | Total Assets | $1,525,191 | $1,896,113 | | Long-term debt | $343,507 | $704,710 | | Total Liabilities | $545,703 | $940,955 | | Total Stockholders' Equity | $979,488 | $955,158 | Notes to Consolidated Financial Statements The notes detail Fastly's accounting policies, revenue disaggregation, debt instruments, lease obligations, goodwill, and equity incentive plans, providing critical context to the financial statements - During 2023, the company repurchased $367.3 million of its convertible notes, resulting in a net gain on debt extinguishment of $52.4 million[606][607] - Total stock-based compensation expense was $136.3 million in 2023, down from $145.8 million in 2022[656] Revenue by Geographic Region (in thousands) | Region | 2023 | 2022 | | :--- | :--- | :--- | | United States | $370,424 | $316,149 | | Asia Pacific | $72,873 | $58,073 | | Europe | $42,770 | $38,469 | | All other | $19,921 | $20,034 | | Total | $505,988 | $432,725 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[679] Controls and Procedures Management concluded Fastly's disclosure controls and internal control over financial reporting were effective as of December 2023, with an unqualified auditor opinion - Management concluded that disclosure controls and procedures were effective as of December 31, 2023[681] - Management concluded that internal control over financial reporting was effective as of December 31, 2023, and the independent auditor issued an unqualified opinion on its effectiveness[682][686] Other Information This section discloses Rule 10b5-1 trading plan adoptions by executives and the February 2024 amendment to the Senior Secured Credit Facilities Agreement extending its maturity date - On February 16, 2024, the company amended its Credit Agreement to extend the maturity date to June 14, 2024[697] - During the fourth quarter of 2023, CFO Ronald Kisling and Director Richard Daniels adopted Rule 10b5-1 trading plans for the potential sale of company stock[694][695] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[699] Part III Directors, Executive Officers, and Corporate Governance The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders - Information is incorporated by reference from the upcoming 2024 Proxy Statement[701] Executive Compensation The information required for this item, concerning executive compensation, is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders - Information is incorporated by reference from the upcoming 2024 Proxy Statement[703] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required for this item, regarding security ownership by certain beneficial owners and management, is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders - Information is incorporated by reference from the upcoming 2024 Proxy Statement[704] Certain Relationships and Related Transactions and Director Independence The information required for this item, covering certain relationships, related party transactions, and director independence, is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders - Information is incorporated by reference from the upcoming 2024 Proxy Statement[705] Principal Accountant Fees and Services The information required for this item, detailing fees paid to and services provided by the principal accountant, is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders - Information is incorporated by reference from the upcoming 2024 Proxy Statement[706] Part IV Exhibits, Financial Statement Schedules This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Annual Report on Form 10-K - This section contains the index of exhibits filed with the Form 10-K, including governance documents, material contracts, and certifications[710][711] Form 10-K Summary The company indicates there is no Form 10-K summary - None[715]