FALSE000156810000015681002023-11-302023-11-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2023
 
_________________________
PagerDuty, Inc.
(Exact name of Registrant as Specified in Its Charter)

_________________________
Delaware001-3885627-2793871
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
   
600 Townsend St., Suite 200
San Francisco, California
 94103
(Address of Principal Executive Offices) (Zip Code)
(844) 800-3889
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)  
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.000005 par valuePD
New York Stock Exchange (NYSE)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 2.02    Results of Operations and Financial Condition.
On November 30, 2023, PagerDuty, Inc. reported financial results for the quarter ended October 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.
    The press release is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by PagerDuty, Inc., whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No. Description
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  PagerDuty, Inc.
   
   
Dated: November 30, 2023
 By:/s/ Shelley Webb 
   Shelley Webb
   Senior Vice President, Legal, General Counsel, and Secretary


pdlogoa14a.jpg
PagerDuty Announces Third Quarter Fiscal 2024 Financial Results

Third quarter revenue increased 15% year over year to $108.7 million
Third quarter GAAP operating loss of $20.8 million, non-GAAP operating income of $15.0 million


SAN FRANCISCO – (BUSINESS WIRE) – November 30, 2023 – PagerDuty, Inc. (NYSE:PD), a leader in digital operations management, today announced financial results for the third quarter of fiscal 2024, ended October 31, 2023.
“Results in the third quarter were above our guidance ranges with 15% revenue growth and a non-GAAP operating margin of 14%,” said Jennifer Tejada, Chairperson and CEO, PagerDuty. “Momentum and innovation within the PagerDuty Operations Cloud continued in the quarter with new AI enhancements and the acquisition of Jeli in November to address our customers’ biggest operational challenges.”

Third Quarter Fiscal 2024 Financial Highlights

•Revenue was $108.7 million, an increase of 15.4% year over year.
•GAAP operating loss was $20.8 million; GAAP operating margin of negative 19.2%.
•Non-GAAP operating income was $15.0 million; non-GAAP operating margin of 13.8%.
•GAAP net loss per share attributable to PagerDuty, Inc. common stockholders was $0.16; non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders was $0.20.
•Operating cash flow was $16.9 million, with free cash flow of $15.2 million.
•Cash, cash equivalents and current investments were $575.3 million as of October 31, 2023.
The section titled “Non-GAAP Financial Measures” below contains a description of the non-GAAP financial measures and reconciliations between historical GAAP and non-GAAP information.





Third Quarter and Recent Highlights

•Annual recurring revenue grew 13% year over year to $438.9 million.
•Customers with annual recurring revenue over $100,000 grew 10% to 778 as of October 31, 2023, compared to 710 in the year ago period.    
•Dollar-based net retention rate of 110% as of October 31, 2023, compared to 123% in the year ago period.
•Total free and paid customers of more than 27,000 as of October 31, 2023 representing approximately 18% growth year over year.
•Total paid customers of 15,049 as of October 31, 2023, compared to 15,265 in the year ago period.
•Lands and expands include: Banco Santander, Carhartt, Carparts.com, Cloudflare, Docaposte, Equinix, Salesforce, Snowflake, and The Vanguard Group.
•Closed a $350 million convertible senior notes offering.
•Acquired Jeli, Inc. on November 15, 2023 to transform operations with an enterprise-grade, all-in-one incident management solution.
•Appointed Eric Johnson as Chief Information Officer.
•Product innovation:
◦Launched several new capabilities across the PagerDuty Operations Cloud℠: Workflow Automation for Salesforce Service Cloud and Zendesk, and the release of Private Status Pages
◦PagerDuty Operations Cloud Fall 2023 release includes event orchestration, runbook automation and updates around its recently announced generative AI (GenAI) use cases, helping organizations cut operating costs, accelerate innovation, and mitigate risk of operational failures.
◦Announced PagerDuty Copilot delivering Generative AI-enabled capabilities across the PagerDuty Operations Cloud to drive significant productivity gains and create a better user experience while managing digital operations.
◦Named as a leader in GigaOm’s 2023 Incident Response Platforms Radar evaluation. PagerDuty received a perfect “exceptional” score in 8 of 10 key criteria and evaluation metrics in the report.
•Awards
◦PagerDuty received Fortune awards, including Best Workplaces in Technology and Best Medium Workplaces.
◦Other recognition includes: SF Business Times - Largest San Francisco Tech Employers, Global Top 100 - Inspiring Workplaces, Exame Melhores Empresas Para Trabalhar - Best Places to Work in Portugal.

Financial Outlook

For the fourth quarter of fiscal 2024, PagerDuty currently expects:

•Total revenue of $109.5 million - $111.5 million, representing a growth rate of 8% - 10% year over year
•Non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders of $0.14 - $0.15 assuming approximately 95 million diluted shares

For the full fiscal year 2024, PagerDuty currently expects:

•Total revenue of $429.0 million - $431.0 million, representing a growth rate of 16% year over year
•Non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders of $0.72 - $0.73 assuming approximately 101 million diluted shares

These statements are forward-looking and actual results may differ materially. Please refer to the Forward-Looking Statements section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

PagerDuty has not reconciled its expectations as to non-GAAP net income (loss) per share attributable to PagerDuty, Inc. common stockholders to GAAP net loss per share attributable to PagerDuty, Inc. common stockholders because certain items are out of its control or cannot be reasonably predicted. Accordingly, a reconciliation for forward-looking non-


GAAP net income (loss) per share attributable to PagerDuty, Inc. common stockholders is not available without unreasonable effort.

Conference Call Information:

PagerDuty will host a conference call and live webcast for analysts and investors at 2:00 p.m. Pacific Time on November 30, 2023. This news release with the financial results will be accessible from PagerDuty’s website at investor.pagerduty.com prior to the conference call. A live webcast of the conference call will be accessible from the PagerDuty investor relations website at investor.pagerduty.com.

Supplemental Financial and Other Information:

Supplemental financial and other information can be accessed through PagerDuty’s investor relations website at investor.pagerduty.com. PagerDuty uses the investor relations section on its website as the means of complying with its disclosure obligations under Regulation FD. Accordingly, we recommend that investors monitor PagerDuty’s investor relations website in addition to following PagerDuty’s press releases, SEC filings, social media, including PagerDuty’s LinkedIn account (https://www.linkedin.com/company/482819), X (formerly Twitter) account @pagerduty, the X account @jenntejada and Facebook page (facebook.com/pagerduty), and public conference calls and webcasts.


Non-GAAP Financial Measures:

This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss) attributable to PagerDuty, Inc. common stockholders, non-GAAP net income (loss) per share attributable to PagerDuty, Inc. common stockholders, and free cash flow.

PagerDuty believes that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance and can assist in comparisons with other companies, some of which use similar non-GAAP financial measures to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies.

The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in PagerDuty’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by PagerDuty’s management about which expenses and income are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each historical non-GAAP financial measure to the most directly comparable financial measure presented in accordance with GAAP.

Specifically, PagerDuty excludes the following from its historical and prospective non-GAAP financial measures, as applicable:

Stock-based Compensation: PagerDuty utilizes stock-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of its stockholders and at long-term retention, rather than to address operational performance for any particular period. As a result, stock-based compensation expenses vary for reasons that are generally unrelated to financial and operational performance in any particular period.

Employer Taxes Related to Employee Stock Transactions: PagerDuty views the amount of employer taxes related to its employee stock transactions as an expense that is dependent on its stock price, employee exercise and other award disposition activity, and other factors that are beyond PagerDuty’s control. As a result, employer taxes related to employee stock transactions vary for reasons that are generally unrelated to financial and operational performance in any particular period.

Amortization of Acquired Intangible Assets: PagerDuty views amortization of acquired intangible assets as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period.

Acquisition-Related Expenses: PagerDuty views acquisition-related expenses, such as transaction costs, acquisition-related retention payments, and acquisition-related asset impairment, as events that are not necessarily reflective of operational performance during a period. In particular, PagerDuty believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses.

Amortization of Debt Issuance Costs: The imputed interest rates of the Convertible Senior Notes (the "Notes") was approximately 1.91% for the 2025 Notes and 2.13% for the 2028 Notes. This is a result of the debt issuance costs, which reduce the carrying value of the convertible debt instruments. The debt issuance costs are amortized as interest expense. The expense for the amortization of the debt issuance costs is a non-cash item, and we believe the exclusion of this interest expense will provide for a more useful comparison of our operational performance in different periods.



Restructuring Costs: PagerDuty views restructuring costs, such as employee severance-related costs and real estate impairment costs, as events that are not necessarily reflective of operational performance during a period. In particular, PagerDuty believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses.

Gains (or losses) on partial extinguishment of convertible senior notes: PagerDuty views gains (or losses) on partial extinguishment of debt as events that are not necessarily reflective of operational performance during a period. PagerDuty believes that the consideration of measures that exclude such gain (or loss) impact can assist in the comparison of operational performance in different periods which may or may not include such gains (or losses).

Adjustment Attributable to Redeemable Non-Controlling Interest: PagerDuty adjusts the value of redeemable non-controlling interest of its joint venture PagerDuty K.K. according to the operating agreement. PagerDuty believes this adjustment is not reflective of operational performance during a period and exclusion of such adjustments can assist in comparison of operational performance in different periods.

Income Tax Effect of Non-GAAP Adjustments: PagerDuty excludes the related income tax effect of the non-GAAP adjustments described above and eliminates the impact of non-recurring and period specific items, which can vary in size and frequency. In particular, PagerDuty believes the consideration of measures that exclude such impacts can assist in the comparison of operational performance in different periods, which may or may not include items such as acquisition related income tax benefits.

PagerDuty defines non-GAAP gross profit as gross profit adjusted for stock-based compensation expense, employer taxes related to employee stock transactions, amortization of acquired intangible assets, and restructuring costs. PagerDuty defines non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.

PagerDuty defines non-GAAP operating income (loss) as GAAP loss from operations excluding stock-based compensation expense, employer taxes related to employee stock transactions, amortization of acquired intangible assets, acquisition-related expenses, and restructuring costs. PagerDuty defines non-GAAP net income (loss) attributable to PagerDuty, Inc. common stockholders (which is used in calculating non-GAAP net income (loss) per share attributable to PagerDuty, Inc. common stockholders) as GAAP net loss attributable to PagerDuty, Inc. common stockholders excluding stock-based compensation expense, employer taxes related to employee stock transactions, amortization of debt issuance costs, amortization of acquired intangible assets, acquisition-related expenses, which include transaction costs and acquisition-related retention payments, which are not necessarily reflective of operational performance during a given period, restructuring costs, adjustment attributable to redeemable non-controlling interest, and the associated tax impact of these items, where applicable. There are a number of limitations related to the use of these non-GAAP measures as compared to GAAP operating loss and net loss, including that the non-GAAP measures exclude stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in PagerDuty’s business and an important part of its compensation strategy.

PagerDuty defines free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalization of internal-use software costs. In addition to the reasons stated above, PagerDuty believes that free cash flow is useful to investors as a liquidity measure because it measures PagerDuty’s ability to generate or use cash in excess of its capital investments in property and equipment in order to enhance the strength of its balance sheet and further invest in its business and potential strategic initiatives. PagerDuty uses free cash flow in conjunction with traditional GAAP measures as part of its overall assessment of its liquidity, including the preparation of PagerDuty’s annual operating budget and quarterly forecasts, to evaluate the effectiveness of its business strategies, and to assess its liquidity.

There are a number of limitations related to the use of free cash flow as compared to net cash provided by (used in) operating activities, including that free cash flow includes capital expenditures, the benefits of which are realized in periods subsequent to those when expenditures are made.

PagerDuty encourages investors to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, which it includes in press


releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate PagerDuty’s business.

Please see the reconciliation tables at the end of this release for the reconciliation of GAAP and non-GAAP results.



Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our future financial performance and outlook and market positioning. Words such as “expect,” “extend,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “accelerate,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks and other factors detailed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 16, 2023. Additional information will be made available in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2023 and other filings and reports that we may file from time to time with the SEC. In particular, the following risks and uncertainties, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the effect of unfavorable conditions in our industry or the global economy, or reductions in information spending on our business and results of operations; our ability to achieve and maintain future profitability; our ability to attract new customers and retain and sell additional functionality and services to our existing customers; our ability to sustain and manage our growth; our dependence on revenue from a single product; our ability to compete effectively in an increasingly competitive market; and general global market, political, economic, and business conditions.

Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

About PagerDuty Inc.

PagerDuty, Inc. (NYSE:PD) is a global leader in digital operations management, enabling customers to achieve operational efficiency at scale with the PagerDuty Operations Cloud. The PagerDuty Operations Cloud combines AIOps, Automation, Incident Management, and Customer Service Operations into a flexible, resilient and scalable platform to increase innovation velocity, grow revenue, reduce cost, and mitigate the risk of operational failure. More than half of the Fortune 500 and nearly 70% of the Fortune 100 rely on PagerDuty as essential infrastructure for the modern enterprise. To learn more and try PagerDuty for free, visit www.pagerduty.com.

Investor Relations Contact:
Tony Righetti
investor@pagerduty.com

Press Contact:
Debbie O'Brien
media@pagerduty.com


PagerDuty, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended October 31,Nine Months Ended October 31,
2023202220232022
Revenue$108,720 $94,203 $319,582 $269,827 
Cost of revenue(1)
19,705 18,007 57,474 52,090 
Gross profit89,015 76,196 262,108 217,737 
Operating expenses:
Research and development(1)
34,272 35,004 104,221 100,307 
Sales and marketing(1)
49,630 47,118 143,155 143,001 
General and administrative(1)
25,955 26,616 77,547 77,316 
Total operating expenses109,857 108,738 324,923 320,624 
Loss from operations(20,842)(32,542)(62,815)(102,887)
Interest income4,522 1,382 11,300 2,760 
Interest expense(1,454)(1,360)(4,184)(4,072)
Gain on partial extinguishment of convertible senior notes3,970 — 3,970 — 
Other income (expense), net673 (172)2,982 (1,326)
Loss before benefit from income taxes(13,131)(32,692)(48,747)(105,525)
Benefit from income taxes41 (112)197 1,302 
Net loss$(13,090)$(32,804)$(48,550)$(104,223)
Net loss attributable to redeemable non-controlling interest(324)(262)(1,513)(362)
Net loss attributable to PagerDuty, Inc.$(12,766)$(32,542)$(47,037)$(103,861)
Adjustment attributable to redeemable non-controlling interest2,359 — 4,088 — 
Net loss attributable to PagerDuty, Inc. common stockholders$(15,125)$(32,542)$(51,125)$(103,861)
Net loss per share, basic and diluted, attributable to PagerDuty, Inc. common stockholders$(0.16)$(0.36)$(0.55)$(1.18)
Weighted-average shares used in calculating net loss per share, basic and diluted93,104 89,285 92,257 88,200 
(1) Includes stock-based compensation expense as follows:
Three Months Ended October 31,Nine Months Ended October 31,
2023202220232022
Cost of revenue$1,820 $1,937 $5,860 $4,948 
Research and development11,128 10,824 34,002 30,066 
Sales and marketing8,094 8,004 22,362 22,533 
General and administrative10,786 10,679 32,686 28,931 
Total$31,828 $31,444 $94,910 $86,478 



PagerDuty, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
As of October 31, 2023As of January 31, 2023
Assets
Current assets:
Cash and cash equivalents$380,307 $274,019 
Investments195,006 202,948 
Accounts receivable, net of allowance for credit losses of $1,285 and $2,014 as of October 31, 2023 and January 31, 2023, respectively
71,106 91,345 
Deferred contract costs, current18,893 18,674 
Prepaid expenses and other current assets15,742 13,350 
Total current assets681,054 600,336 
Property and equipment, net18,746 18,390 
Deferred contract costs, non-current24,495 27,715 
Lease right-of-use assets10,120 13,982 
Goodwill118,862 118,862 
Intangible assets, net28,807 37,224 
Other assets4,646 1,364 
Total assets$886,730 $817,873 
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities:
Accounts payable$6,763 $7,398 
Accrued expenses and other current liabilities13,323 11,804 
Accrued compensation28,833 41,834 
Deferred revenue, current192,920 204,137 
Lease liabilities, current6,088 5,904 
Total current liabilities247,927 271,077 
Convertible senior notes, net447,389 282,908 
Deferred revenue, non-current3,499 4,914 
Lease liabilities, non-current8,391 12,704 
Other liabilities4,933 4,184 
Total liabilities712,139 575,787 
Redeemable non-controlling interest5,472 1,108 
Stockholders’ equity:
Common stock, $0.000005 par value; 1,000,000,000 shares authorized; 94,219,644 and 91,178,671 shares issued and 91,888,642 and 91,178,671 outstanding as of October 31, 2023 and January 31, 2023, respectively— — 
Additional paid-in-capital745,114 719,816 
Accumulated other comprehensive loss(1,712)(1,592)
Accumulated deficit(524,283)(477,246)
Treasury stock at cost, 2,331,002 and — shares as of October 31, 2023 and January 31, 2023, respectively(50,000)— 
Total stockholders’ equity169,119 240,978 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity$886,730 $817,873 



PagerDuty, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)
Three Months Ended October 31,Nine Months Ended October 31,
2023202220232022
Cash flows from operating activities
Net loss attributable to PagerDuty, Inc. common stockholders$(15,125)$(32,542)$(51,125)$(103,861)
Net loss and adjustment attributable to redeemable non-controlling interest2,035 (262)2,575 (362)
Net loss(13,090)(32,804)(48,550)(104,223)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization5,025 4,498 15,016 12,778 
Amortization of deferred contract costs5,123 4,922 15,286 14,178 
Amortization of debt issuance costs523 461 1,456 1,376 
Gain on partial extinguishment of convertible senior notes(3,970)— (3,970)— 
Stock-based compensation31,828 31,444 94,910 86,478 
Non-cash lease expense1,106 611 3,425 2,913 
Tax benefit related to release of valuation allowance— — — (1,330)
Other(1,524)(124)(1,426)1,686 
Changes in operating assets and liabilities:
Accounts receivable(5,420)(13,473)18,983 3,048 
Deferred contract costs(5,520)(6,290)(12,285)(16,323)
Prepaid expenses and other assets(1,289)(1,424)(2,674)(2,934)
Accounts payable(757)1,109 (1,002)(1,117)
Accrued expenses and other liabilities781 (4,593)767 (1,350)
Accrued compensation5,706 6,034 (13,086)(624)
Deferred revenue(119)10,181 (12,547)8,635 
Lease liabilities(1,486)(1,000)(4,484)(3,783)
Net cash provided by (used in) operating activities16,917 (448)49,819 (592)
Cash flows from investing activities
Purchases of property and equipment(245)(815)(1,193)(3,755)
Capitalization of internal-use software costs(1,441)(988)(3,812)(2,725)
Business acquisition, net of cash acquired— — — (66,262)
Asset acquisition— — — (1,845)
Purchases of available-for-sale investments(43,927)(59,842)(151,984)(155,310)
Proceeds from maturities of available-for-sale investments56,500 54,425 164,064 149,625 
Purchases of non-marketable equity investments— — (200)— 
Net cash provided by (used in) investing activities10,887 (7,220)6,875 (80,272)
Cash flows from financing activities
Proceeds from issuance of convertible senior notes, net of issuance costs391,543 — 391,543 — 
Purchases of capped calls related to convertible senior notes(55,102)— (55,102)— 
Repurchases of convertible senior notes(223,471)— (223,471)— 
Investment from redeemable non-controlling interest holder— — 1,781 1,908 
Proceeds from employee stock purchase plan— — 6,292 5,736 
Proceeds from issuance of common stock upon exercise of stock options973 1,899 8,390 8,459 
Employee payroll taxes paid related to net share settlement of restricted stock units(9,786)(9,864)(25,772)(22,187)
Repurchase of common stock(50,000)— (50,000)— 
Net cash provided by (used in) financing activities54,157 (7,965)53,661 (6,084)
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash(177)(365)(451)(504)
Net increase (decrease) in cash, cash equivalents, and restricted cash81,784 (15,998)109,904 (87,452)
Cash, cash equivalents, and restricted cash at beginning of period302,139 278,331 274,019 349,785 
Cash, cash equivalents, and restricted cash at end of period$383,923 $262,333 $383,923 $262,333 


PagerDuty, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except percentages)
(unaudited)

Three Months Ended October 31,Nine Months Ended October 31,
2023202220232022
Reconciliation of gross profit and gross margin
GAAP gross profit$89,015 $76,196 $262,108 $217,737 
Plus: Stock-based compensation1,820 1,937 5,860 4,948 
Plus: Employer taxes related to employee stock transactions21 38 138 79 
Plus: Amortization of acquired intangible assets2,087 1,949 6,260 5,314 
Plus: Restructuring costs— — 137 — 
Non-GAAP gross profit$92,943 $80,120 $274,503 $228,078 
GAAP gross margin81.9 %80.9 %82.0 %80.7 %
Non-GAAP adjustments3.6 %4.2 %3.9 %3.8 %
Non-GAAP gross margin85.5 %85.1 %85.9 %84.5 %
Reconciliation of operating expenses
GAAP research and development$34,272 $35,004 $104,221 $100,307 
Less: Stock-based compensation(11,128)(10,824)(34,002)(30,066)
Less: Employer taxes related to employee stock transactions(210)(202)(930)(559)
Less: Acquisition-related expenses(161)(738)(484)(3,100)
Less: Amortization of acquired intangible assets(88)(29)(262)(145)
Less: Restructuring costs— — 5 — 
Non-GAAP research and development$22,685 $23,211 $68,548 $66,437 
GAAP sales and marketing$49,630 $47,118 $143,155 $143,001 
Less: Stock-based compensation(8,094)(8,004)(22,362)(22,533)
Less: Employer taxes related to employee stock transactions(39)(148)(589)(468)
Less: Amortization of acquired intangible assets(610)(643)(1,830)(1,936)
Less: Restructuring costs1 — 49 — 
Non-GAAP sales and marketing$40,888 $38,323 $118,423 $118,064 
GAAP general and administrative$25,955 $26,616 $77,547 $77,316 
Less: Stock-based compensation(10,786)(10,679)(32,686)(28,931)
Less: Employer taxes related to employee stock transactions(145)(195)(658)(650)
Less: Acquisition-related expenses(530)(164)(530)(1,454)
Less: Amortization of acquired intangible assets(21)(7)(65)(36)
Less: Restructuring costs(133)— (1,451)— 
Non-GAAP general and administrative$14,340 $15,571 $42,157 $46,245 

Note: Certain figures may not sum due to rounding.





















PagerDuty, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except percentages and per share data)
(unaudited)

Three Months Ended October 31,Nine Months Ended October 31,
2023202220232022
Reconciliation of operating income (loss) and operating margin
GAAP operating loss$(20,842)$(32,542)$(62,815)$(102,887)
Plus: Stock-based compensation31,828 31,444 94,910 86,478 
Plus: Employer taxes related to employee stock transactions415 583 2,315 1,756 
Plus: Amortization of acquired intangible assets2,806 2,628 8,417 7,431 
Plus: Acquisition-related expenses691 902 1,014 4,554 
Plus: Restructuring costs132 — 1,534 — 
Non-GAAP operating income (loss)$15,030 $3,015 $45,375 $(2,668)
GAAP operating margin(19.2)%(34.5)%(19.7)%(38.1)%
Non-GAAP adjustments33.0 %37.7 %33.9 %37.1 %
Non-GAAP operating margin13.8 %3.2 %14.2 %(1.0)%
Reconciliation of net income (loss)
GAAP net loss attributable to PagerDuty, Inc. common stockholders$(15,125)$(32,542)$(51,125)$(103,861)
Plus: Stock-based compensation31,828 31,444 94,910 86,478 
Plus: Employer taxes related to employee stock transactions415 583 2,315 1,756 
Plus: Amortization of debt issuance costs523 461 1,456 1,376 
Plus: Amortization of acquired intangible assets2,806 2,628 8,417 7,431 
Plus: Acquisition-related expenses691 902 1,014 4,554 
Plus: Restructuring costs132 — 1,534 — 
Plus: Adjustment attributable to redeemable non-controlling interest2,364 — 4,093 — 
Less: Gain on partial extinguishment of convertible senior notes(3,970)— (3,970)— 
Less: Income tax effect of non-GAAP adjustments
(466)— (1,920)(1,330)
Non-GAAP net income (loss) attributable to PagerDuty, Inc. common stockholders$19,198 $3,476 $56,724 $(3,596)
Reconciliation of net income (loss) per share, basic
GAAP net loss per share, basic, attributable to PagerDuty, Inc. common stockholders$(0.16)$(0.36)$(0.55)$(1.18)
Non-GAAP adjustments to net loss attributable to PagerDuty, Inc. common stockholders0.37 0.40 1.16 1.14 
Non-GAAP net income (loss) per share, basic, attributable to PagerDuty, Inc. common stockholders$0.21 $0.04 $0.61 $(0.04)
Reconciliation of net income (loss) per share, diluted(1)
GAAP net loss per share, diluted, attributable to PagerDuty, Inc. common stockholders$(0.16)$(0.36)$(0.55)$(1.18)
Non-GAAP adjustments to net loss attributable to PagerDuty, Inc. common stockholders0.36 0.40 1.13 1.14 
Non-GAAP net income (loss) per share, diluted, attributable to PagerDuty, Inc. common stockholders$0.20 $0.04 $0.58 $(0.04)
Weighted-average shares used in calculating GAAP net loss per share, basic and diluted93,104 89,285 92,257 88,200 
Weighted-average shares used in calculating non-GAAP net income (loss) per share
Basic93,104 89,285 92,257 88,200 
Diluted96,235 100,941 100,834 88,200 
Note: Certain figures may not sum due to rounding.

(1) On October 13, 2023, the Company provided written notice to the trustee and the note holders of the 2025 Notes that it had irrevocably elected to settle the principal amount of its convertible senior notes in cash and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2025 Notes being converted. The company uses the if-converted method to calculate the non-GAAP net income per diluted share attributable to PagerDuty, Inc. related to the convertible notes due 2025 prior to the election on October 13, 2023. As such, approximately 5.8 million shares and 6.7 million shares related to the convertible notes due 2025 were included in the non-GAAP diluted outstanding share number for the three and nine months ended October 31, 2023, respectively, related to the period prior to the election on October 13, 2023. Similarly, the numerator used to compute this measure was increased by $0.7 million and $2.5 million for after-tax interest expense savings related to our convertible notes for the three and nine months ended October 31, 2023, respectively.


PagerDuty, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except percentages)
(unaudited)

Free Cash Flow
Three Months Ended October 31,Nine Months Ended October 31,
2023202220232022
Net cash provided by (used in) operating activities$16,917$(448)$49,819$(592)
Less:
Purchases of property and equipment(245)(815)(1,193)(3,755)
Capitalization of internal-use software costs(1,441)(988)(3,812)(2,725)
Free cash flow$15,231$(2,251)$44,814$(7,072)
Net cash used in investing activities$10,887$(7,220)$6,875$(80,272)
Net cash provided by (used in) financing activities$54,157$(7,965)$53,661$(6,084)
Free cash flow margin14.0%(2.4)%14.0%(2.6)%

v3.23.3
Cover
Nov. 30, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 30, 2023
Entity Registrant Name PagerDuty, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38856
Entity Tax Identification Number 27-2793871
Entity Address, Address Line One 600 Townsend St.
Entity Address, Address Line Two Suite 200
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94103
City Area Code 844
Local Phone Number 800-3889
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.000005 par value
Trading Symbol PD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001568100
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