FALSE000156810000015681002024-05-302024-05-30

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): May 30, 2024
 
_________________________
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 May 30, 2024, PagerDuty, Inc. (the "Company") reported financial results for the quarter ended April 30, 2024. 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 8.01    Other Events
On May 30, 2024, the Company also announced that its Board of Directors has authorized a share repurchase program for up to $100 million of common stock. Share repurchases under share repurchase program may be made from time to time on the open market, pursuant to Rule 10b5-1 trading plans, or other legally permissible means. The share repurchase program does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors. Repurchases under the program are expected to be funded from existing cash balances. The share repurchase program is expected to continue through May 29, 2026, unless extended or shortened by the Board of Directors.

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: May 30, 2024
 By:/s/ Shelley Webb 
   Shelley Webb
   Senior Vice President, Chief Legal & People Officer


pdlogoa14a.jpg
PagerDuty Announces First Quarter Fiscal 2025 Financial Results

First quarter revenue increased 8% year over year to $111.2 million
First quarter GAAP operating loss of $21.7 million, non-GAAP operating income of $15.3 million

Announces $100 million share repurchase program

SAN FRANCISCO – (BUSINESS WIRE) – May 30, 2024 – PagerDuty, Inc. (NYSE:PD), a leader in digital operations management, today announced financial results for the first quarter of fiscal 2025, ended April 30, 2024.

"PagerDuty delivered a solid first quarter with annual recurring revenue growth stabilizing at 10% for the second consecutive quarter, and non-GAAP operating margin four percentage points above the range,” said Jennifer Tejada, Chairperson and CEO, PagerDuty. “We continue to scale efficiently, delivering our seventh consecutive quarter of non-GAAP profitability. We are encouraged by the stability and momentum emerging from PagerDuty's enterprise focus and success."

PagerDuty also announced today that its Board of Directors has authorized a share repurchase program for up to $100 million of common stock.

“We believe that our business is well positioned for growth and the continuation of meaningful free cash flow,” said Howard Wilson, Chief Financial Officer, PagerDuty. “This share repurchase program signals our desire to manage share dilution and reflects the confidence of the Board and management team in our strategy.”

First Quarter Fiscal 2025 Financial Highlights

•Revenue was $111.2 million, an increase of 7.7% year over year.
•GAAP operating loss was $21.7 million; GAAP operating margin of negative 19.5%.
•Non-GAAP operating income was $15.3 million; non-GAAP operating margin of 13.8%.
•GAAP net loss per share attributable to PagerDuty, Inc. common stockholders was $0.26;
•Non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders was $0.17.
•Operating cash flow was $28.6 million, with free cash flow of $27.1 million.
•Cash, cash equivalents and current investments were $592.8 million as of April 30, 2024.
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.





First Quarter and Recent Highlights

•Customers with annual recurring revenue over $100,000 grew 6% to 811 as of April 30, 2024, compared to 764 a year ago.    
•Dollar-based net retention rate of 106% as of April 30, 2024, compared to 116% a year ago.
•Total free and paid customers of more than 29,000 as of April 30, 2024 representing approximately 18% growth year over year.
•Total paid customers of 15,120 as of April 30, 2024, compared to 15,089 a year ago.
•Remaining performance obligations were $388.0 million as of April 30, 2024. Of this amount, the Company expects to recognize revenue of approximately $273.4 million, or 70%, over the next 12 months with the balance to be recognized as revenue thereafter.1
•Lands and expands include: Cisco Systems, DataDog, Equinix, Eventbrite, PriceSmart, Telefonica, Veterans Affairs/VA and ZScaler
•Unveiled advanced AI and automation enhancements to accelerate the resolution of operational issues and increase revenue
•Expanded PagerDuty’s Incident Management product with a new enterprise offering
•Announced Eduardo Crespo as Vice President of EMEA
•Published PagerDuty’s Fourth Annual Impact Report
•Approved for Veterans Affairs Authority to Operate and advanced to “In PMO Review” status on the FedRAMP marketplace.
•Showcased PagerDuty customers - New York Stock Exchange and Ryanair in Executive Spotlight series

1Beginning in the first quarter of fiscal 2025, the Company now includes contracts with an original term of less than 12 months in this disclosure which comprised $135.0 million of remaining non-cancelable performance obligations as of April 30, 2024.

Share Repurchase Program Authorization

In May 2024, the PagerDuty Board of Directors approved the repurchase up to an aggregate of $100 million of its common stock. The repurchases will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. The repurchase program is expected to continue through the May 29, 2026 unless extended or shortened by the Board of Directors.

Financial Outlook

For the second quarter of fiscal 2025, PagerDuty currently expects:

•Total revenue of $115.5 million - $117.5 million, representing a growth rate of 7% - 9% year over year
•Non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders of $0.16 - $0.17 assuming approximately 97 million diluted shares and a non-GAAP tax rate of 23%.

For the full fiscal year 2025, PagerDuty currently expects:

•Total revenue of $471.0 million - $477.0 million, representing a growth rate of 9% - 11% year over year
•Non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders of $0.66 - $0.71 assuming approximately 97 million diluted shares and a non-GAAP tax rate of 23%.

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 May 30, 2024. 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 Effects and Adjustments: Based on PagerDuty's financial outlook for fiscal 2025, PagerDuty is utilizing a projected non-GAAP tax rate of 23% in order to provide better consistency across the interim reporting periods by eliminating the impact of non-recurring and period specific items, which can vary in size and frequency. PagerDuty's estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that PagerDuty believes materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events.

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, restructuring costs, adjustment attributable to redeemable non-controlling interest, and income tax adjustments. 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/A filed with the Securities and Exchange Commission (SEC) on March 18, 2024. Additional information will be made available in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2024 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, Customer Service Operations and Incident Management with a powerful generative AI assistant to create 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 April 30,
20242023
Revenue$111,172 $103,246 
Cost of revenue(1)
19,343 17,936 
Gross profit91,829 85,310 
Operating expenses:
Research and development(1)
37,523 33,508 
Sales and marketing(1)
48,499 43,801 
General and administrative(1)
27,540 23,801 
Total operating expenses113,562 101,110 
Loss from operations(21,733)(15,800)
Interest income6,980 4,203 
Interest expense(2,148)(1,334)
Other expense, net(251)(13)
Loss before (provision for) benefit from income taxes(17,152)(12,944)
(Provision for) benefit from income taxes(193)106 
Net loss$(17,345)$(12,838)
Net loss attributable to redeemable non-controlling interest(206)(620)
Net loss attributable to PagerDuty, Inc.$(17,139)$(12,218)
Adjustment attributable to redeemable non-controlling interest6,917 — 
Net loss attributable to PagerDuty, Inc. common stockholders$(24,056)$(12,218)
Net loss per share, basic and diluted, attributable to PagerDuty, Inc. common stockholders$(0.26)$(0.13)
Weighted average shares used in calculating net loss per share, basic and diluted92,876 91,522 
(1) Includes stock-based compensation expense as follows:
Three Months Ended April 30,
20242023
Cost of revenue$1,756 $1,876 
Research and development11,222 10,101 
Sales and marketing7,947 5,951 
General and administrative12,015 9,617 
Total$32,940 $27,545 



PagerDuty, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
As of April 30, 2024As of January 31, 2024
Assets
Current assets:
Cash and cash equivalents$382,541 $363,011 
Investments210,242 208,178 
Accounts receivable, net of allowance for credit losses of $1,142 and $1,382 as of April 30, 2024 and January 31, 2024, respectively
77,536 100,413 
Deferred contract costs, current19,612 19,502 
Prepaid expenses and other current assets17,045 12,094 
Total current assets706,976 703,198 
Property and equipment, net17,400 17,632 
Deferred contract costs, non-current24,532 25,118 
Lease right-of-use assets2,943 3,789 
Goodwill137,401 137,401 
Intangible assets, net29,467 32,616 
Other assets5,324 5,552 
Total assets$924,043 $925,306 
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities:
Accounts payable$6,558 $6,242 
Accrued expenses and other current liabilities12,893 15,472 
Accrued compensation28,609 30,239 
Deferred revenue, current219,571 223,522 
Lease liabilities, current5,498 6,180 
Total current liabilities273,129 281,655 
Convertible senior notes, net448,667 448,030 
Deferred revenue, non-current4,022 4,639 
Lease liabilities, non-current5,979 6,809 
Other liabilities4,209 5,280 
Total liabilities736,006 746,413 
Redeemable non-controlling interest14,004 7,293 
Stockholders’ equity:
Common stock— — 
Additional paid-in-capital794,842 774,768 
Accumulated other comprehensive loss(1,235)(733)
Accumulated deficit(569,574)(552,435)
Treasury stock(50,000)(50,000)
Total stockholders’ equity174,033 171,600 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity$924,043 $925,306 



PagerDuty, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)
Three Months Ended April 30,
20242023
Cash flows from operating activities
Net loss attributable to PagerDuty, Inc. common stockholders$(24,056)$(12,218)
Net loss and adjustment attributable to redeemable non-controlling interest6,711 (620)
Net loss(17,345)(12,838)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization5,292 4,725 
Amortization of deferred contract costs5,279 4,990 
Amortization of debt issuance costs608 455 
Stock-based compensation32,940 27,545 
Non-cash lease expense846 1,176 
Other(1,302)(852)
Changes in operating assets and liabilities:
Accounts receivable22,716 30,003 
Deferred contract costs(4,805)(3,372)
Prepaid expenses and other assets(4,813)(2,207)
Accounts payable268 (1,206)
Accrued expenses and other liabilities(3,435)(244)
Accrued compensation(1,667)(17,286)
Deferred revenue(4,423)(7,246)
Lease liabilities(1,512)(1,491)
Net cash provided by operating activities
28,647 22,152 
Cash flows from investing activities
Purchases of property and equipment(457)(235)
Capitalization of internal-use software costs(1,092)(1,072)
Purchases of available-for-sale investments(50,065)(39,085)
Proceeds from maturities of available-for-sale investments46,556 48,955 
Proceeds from sales of available-for-sale investments2,237 — 
Net cash (used in) provided by investing activities
(2,821)8,563 
Cash flows from financing activities
Proceeds from issuance of common stock upon exercise of stock options291 4,751 
Employee payroll taxes paid related to net share settlement of restricted stock units(6,552)(8,820)
Net cash used in financing activities
(6,261)(4,069)
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash(115)(60)
Net increase in cash, cash equivalents, and restricted cash19,450 26,586 
Cash, cash equivalents, and restricted cash at beginning of period366,667 274,019 
Cash, cash equivalents, and restricted cash at end of period$386,117 $300,605 


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

Three Months Ended April 30,
20242023
Reconciliation of gross profit and gross margin
GAAP gross profit$91,829 $85,310 
Plus: Stock-based compensation1,756 1,876 
Plus: Employer taxes related to employee stock transactions44 72 
Plus: Amortization of acquired intangible assets2,407 2,087 
Plus: Restructuring costs— 137 
Non-GAAP gross profit$96,036 $89,482 
GAAP gross margin82.6 %82.6 %
Non-GAAP adjustments3.8 %4.1 %
Non-GAAP gross margin86.4 %86.7 %
Reconciliation of operating expenses
GAAP research and development$37,523 $33,508 
Less: Stock-based compensation(11,222)(10,101)
Less: Employer taxes related to employee stock transactions(282)(517)
Less: Acquisition-related expenses(295)(161)
Less: Amortization of acquired intangible assets(87)(87)
Less: Restructuring costs— 3 
Non-GAAP research and development$25,637 $22,645 
GAAP sales and marketing$48,499 $43,801 
Less: Stock-based compensation(7,947)(5,951)
Less: Employer taxes related to employee stock transactions(190)(267)
Less: Amortization of acquired intangible assets(632)(610)
Less: Restructuring costs— 104 
Non-GAAP sales and marketing$39,730 $37,077 
GAAP general and administrative$27,540 $23,801 
Less: Stock-based compensation(12,015)(9,617)
Less: Employer taxes related to employee stock transactions(187)(341)
Less: Acquisition-related expenses32 — 
Less: Amortization of acquired intangible assets(22)(22)
Less: Restructuring costs(8)(114)
Non-GAAP general and administrative$15,340 $13,707 

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 April 30,
20242023
Reconciliation of operating income (loss) and operating margin
GAAP operating loss$(21,733)$(15,800)
Plus: Stock-based compensation32,940 27,545 
Plus: Employer taxes related to employee stock transactions703 1,197 
Plus: Amortization of acquired intangible assets3,148 2,806 
Plus: Acquisition-related expenses263 161 
Plus: Restructuring costs8 144 
Non-GAAP operating income (loss)$15,329 $16,053 
GAAP operating margin(19.5)%(15.3)%
Non-GAAP adjustments33.3 %30.8 %
Non-GAAP operating margin13.8 %15.5 %
Reconciliation of net income (loss)
GAAP net loss attributable to PagerDuty, Inc. common stockholders$(24,056)$(12,218)
Plus: Stock-based compensation32,940 27,545 
Plus: Employer taxes related to employee stock transactions703 1,197 
Plus: Amortization of debt issuance costs608 455 
Plus: Amortization of acquired intangible assets3,148 2,806 
Plus: Acquisition-related expenses263 161 
Plus: Restructuring costs8 144 
Plus: Adjustment attributable to redeemable non-controlling interest6,917 — 
Less: Income tax effects and adjustments
(4,526)(792)
Non-GAAP net income attributable to PagerDuty, Inc. common stockholders$16,005 $19,298 
Reconciliation of net income (loss) per share, basic
GAAP net loss per share, basic, attributable to PagerDuty, Inc. common stockholders$(0.26)$(0.13)
Non-GAAP adjustments to net loss attributable to PagerDuty, Inc. common stockholders0.43 0.34 
Non-GAAP net income per share, basic, attributable to PagerDuty, Inc. common stockholders$0.17 $0.21 
Reconciliation of net income (loss) per share, diluted(1)
GAAP net loss per share, diluted, attributable to PagerDuty, Inc. common stockholders$(0.26)$(0.13)
Non-GAAP adjustments to net loss attributable to PagerDuty, Inc. common stockholders0.43 0.33 
Non-GAAP net income per share, diluted, attributable to PagerDuty, Inc. common stockholders$0.17 $0.20 
Weighted-average shares used in calculating GAAP net loss per share, basic and diluted92,876 91,522 
Weighted-average shares used in calculating non-GAAP net income per share
Basic92,876 91,522 
Diluted96,104 103,431 
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 7.2 million shares related to the convertible notes due 2025 were included in the non-GAAP diluted outstanding share number for the three months ended April 30, 2023, related to the period prior to the election on October 13, 2023. Similarly, the numerator used to compute this measure was increased by $0.9 million for after-tax interest expense savings related to our convertible notes for the three months ended April 30, 2023.


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

Free Cash Flow
Three Months Ended April 30,
20242023
Net cash provided by operating activities
28,647 22,152 
Less:
Purchases of property and equipment(457)(235)
Capitalization of internal-use software costs(1,092)(1,072)
Free cash flow$27,098 $20,845 
Net cash (used in) provided by investing activities
$(2,821)$8,563 
Net cash used in financing activities
$(6,261)$(4,069)
Free cash flow margin24.4 %20.2 %

v3.24.1.1.u2
Cover
May 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 30, 2024
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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