PagerDuty, Inc. - Quarter Report: 2020 October (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38856

PAGERDUTY, INC.

(Exact name of registrant as specified in its charter)

_________________________


Delaware						27-2793871
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

600 Townsend St., Suite 200

San Francisco, CA 94103

(844) 800-3889

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.000005 par value

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The total number of shares of common stock outstanding as of December 1, 2020, was 81,932,793.

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PAGERDUTY, INC.

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PART I - FINANCIAL INFORMATION


Item 1	Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3	Quantitative and Qualitative Disclosures about Market Risk	46
Item 4	Controls and Procedures	47

Part II - OTHER INFORMATION


Item 1	Legal Proceedings	48
Item 1A	Risk Factors	48
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	50
Item 6	Exhibits	50
	Signatures	52

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements involve substantial risk and uncertainties. All statements contained in this report other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statement contained in this Form 10-Q include, but are not limited to, statements about our expectations regarding:

•the effect of uncertainties related to the novel coronavirus and resulting COVID-19 pandemic on U.S. and global markets, our business, operations, revenue results, cash flow, operating expenses, demand for our solutions, sales cycles, customer retention, and our customers’ businesses;

•trends in key business metrics, including number of customers and dollar-based net retention rate, and non-GAAP financial measures and their usefulness in evaluating our business;

•trends in revenue, cost of revenue, and gross margin;

•trends in operating expenses, including research and development, sales and marketing, and general and administrative expense, and expectations regarding these expenses as a percentage of revenue;

•our existing cash and cash equivalents and cash provided by sales of our subscriptions being sufficient to support working capital and capital expenditures for at least the next 12 months;

•our ability to successfully identify, acquire, and integrate companies and assets;

•our ability to service the interest on our convertible notes and repay such notes, to the extent required;

•our efforts to maintain proper and effective internal controls;

•our ability to expand our operations and increase adoption of our platform internationally;

•our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

•the increased expenses and administrative workload associated with being a public company; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

Such forward-looking statements are based on our expectations as of the date of this filing and are subject to a number of risks, uncertainties and assumptions, including but not limited to, risks detailed in the “Risk Factors” section of this Form 10-Q. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission, or the SEC, that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or may not occur. Although we

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believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update any of these forward-looking statements for any reason after the date of this Form 10-Q or to conform these statements to actual results or revised expectations.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

PAGERDUTY, INC.

Condensed Consolidated Balance Sheets

(in thousands)


	As of October 31, 2020		As of January 31, 2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	336,657	$	124,024
Accounts receivable, net of allowance for doubtful accounts of $1,479 and $810 as of October 31, 2020 and January 31, 2020, respectively	41,500		37,128
Investments	219,601		227,375
Deferred contract costs, current	11,209		9,301
Prepaid expenses and other current assets	11,926		7,163
Total current assets	620,893		404,991
Property and equipment, net	12,148		12,369
Deferred contract costs, non-current	17,529		16,387
Lease right-of-use assets	25,790		—
Goodwill	71,946		—
Intangible assets, net	27,508		—
Other assets	2,083		1,651
Total assets	$	777,897	$	435,398
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,111	$	6,434
Accrued expenses and other current liabilities	11,337		7,197
Accrued compensation	24,877		13,911
Deferred revenue, current	104,337		87,490
Lease liabilities, current	5,152		—
Total current liabilities	150,814		115,032
Convertible senior notes, net	214,211		—
Deferred revenue, non-current	3,387		5,079
Lease liabilities, non-current	27,775		—
Other liabilities	7,152		7,349
Total liabilities	403,339		127,460
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock	—		—
Additional paid-in capital	599,886		487,008
Accumulated other comprehensive income	634		137
Accumulated deficit	(225,962)		(179,207)
Total stockholders’ equity	374,558		307,938
Total liabilities and stockholders’ equity	$	777,897	$	435,398

See Notes to Condensed Consolidated Financial Statements

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PAGERDUTY, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except per share data)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
Revenue	$	53,772	$	42,750	$	154,272	$	120,425
Cost of revenue	7,685		6,634		21,285		18,226
Gross profit	46,087		36,116		132,987		102,199
Operating expenses:
Research and development	16,156		12,619		46,705		35,160
Sales and marketing	34,024		27,425		88,271		72,378
General and administrative	17,746		12,765		45,899		38,464
Total operating expenses	67,926		52,809		180,875		146,002
Loss from operations	(21,839)		(16,693)		(47,888)		(43,803)
Interest income	974		1,427		3,375		4,283
Interest expense	(4,133)		—		(5,741)		—
Other (expense) income, net	(449)		245		(861)		346
Loss before benefit from (provision for) income taxes	(25,447)		(15,021)		(51,115)		(39,174)
Benefit from (provision for) income taxes	4,839		(244)		4,360		(725)
Net loss	$	(20,608)	$	(15,265)	$	(46,755)	$	(39,899)
Other comprehensive (loss) income:
Unrealized (loss) gain on investments	(422)		(50)		497		(50)
Total comprehensive loss	$	(21,030)	$	(15,315)	$	(46,258)	$	(39,949)
Net loss per share, basic and diluted	$	(0.26)	$	(0.20)	$	(0.59)	$	(0.65)
Weighted average shares used in calculating net loss per share, basic and diluted	79,937		75,992		78,835		61,628

See Notes to Condensed Consolidated Financial Statements

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PAGERDUTY, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

(unaudited)


	Three Months Ended October 31, 2020
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balances as of July 31, 2020	79,355,627	$	—	$	546,169	$	1,056	$	(205,354)	$	341,871
Issuance of common stock upon exercise of stock options and restricted stock agreements, net of repurchases	782,554	—		3,938		—		—		3,938
Vesting of restricted stock units, net of employee payroll taxes	146,174	—		(2,591)		—		—		(2,591)
Shares issued related to a business combination	1,499,651	—		38,875		—		—		38,875
Other comprehensive loss	—	—		—		(422)		—		(422)
Stock-based compensation	—	—		13,495		—		—		13,495
Net loss	—	—		—		—		(20,608)		(20,608)
Balances as of October 31, 2020	81,784,006	$	—	$	599,886	$	634	$	(225,962)	$	374,558


	Nine Months Ended October 31, 2020
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balances as of January 31, 2020	77,793,540	$	—	$	487,008	$	137	$	(179,207)	$	307,938
Issuance of common stock upon exercise of stock options and restricted stock agreements, net of repurchases	2,069,446	—		9,709		—		—		9,709
Vesting of restricted stock units, net of employee payroll taxes	240,116	—		(4,334)		—		—		(4,334)
Vesting of early exercised options	—	—		507		—		—		507
Equity component of convertible senior notes, net of issuance costs	—	—		68,478		—		—		68,478
Purchases of capped calls related to convertible senior notes	—	—		(35,708)		—		—		(35,708)
Shares issued related to a business combination	1,499,651	—		38,875		—		—		38,875
Issuance of common stock in connection with employee stock purchase plan	181,253	—		3,558		—		—		3,558
Other comprehensive income	—	—		—		497		—		497
Stock-based compensation	—	—		31,793		—		—		31,793
Net loss	—	—		—		—		(46,755)		(46,755)
Balances as of October 31, 2020	81,784,006	$	—	$	599,886	$	634	$	(225,962)	$	374,558

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	Three Months Ended October 31, 2019
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balances as of July 31, 2019	76,227,101	$	—	$	462,665	—		$	(153,502)	$	309,163
Issuance of common stock upon exercise of stock options and restricted stock agreements, net of repurchases	920,730	—		2,965		—		—		2,965
Vesting of restricted stock units, net of employee payroll taxes	897	—		(4)		—		—		(4)
Vesting of early exercised options	—	—		335		—		—		335
Stock-based compensation	—	—		7,347		—		—		7,347
Other comprehensive loss	—	—		—		(50)		—		(50)
Net loss	—	—		—		—		(15,265)		(15,265)
Balances as of October 31, 2019	77,148,728	$	—	$	473,308	$	(50)	$	(168,767)	$	304,491


	Nine Months Ended October 31, 2019
	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balances as of January 31, 2019	41,273,345	$	173,023	23,189,921	$	—	$	59,938	$	—	$	(128,868)	$	(68,930)
Issuance of common stock upon exercise of stock options and restricted stock agreements, net of repurchases	—	—		2,086,075	—		5,750		—		—		5,750
Vesting of restricted stock units, net of employee payroll taxes	—	—		1,080	—		(14)		—		—		(14)
Exercise of common stock warrants	—	—		737,807	—		—		—		—		—
Repayment of promissory note	—	—		—	—		515		—		—		515
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs	—	—		9,860,500	—		213,697		—		—		213,697
Conversion of convertible preferred stock to common stock in connection with initial public offering	(41,273,345)	(173,023)		41,273,345	—		173,023		—		—		173,023
Vesting of early exercised options	—	—		—	—		1,007		—		—		1,007
Stock-based compensation	—	—		—	—		19,392		—		—		19,392
Other comprehensive loss	—	—		—	—		—		(50)		—		(50)
Net loss	—	—		—	—		—		—		(39,899)		(39,899)
Balances as of October 31, 2019	—	$	—	77,148,728	$	—	$	473,308	$	(50)	$	(168,767)	$	304,491

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PAGERDUTY, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended October 31,
	2020		2019
Cash flows from operating activities
Net loss	$	(46,755)	$	(39,899)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,352		1,675
Amortization of deferred contract costs	7,894		5,499
Amortization of debt discount and issuance costs	4,493		—
Stock-based compensation	31,735		19,392
Non-cash lease expense	3,299		—
Other	1,897		(383)
Changes in operating assets and liabilities:
Accounts receivable	(3,879)		4,333
Deferred contract costs	(10,944)		(10,945)
Prepaid expenses and other assets	(3,605)		(4,864)
Accounts payable	(210)		(1,386)
Accrued expenses and other liabilities	2,224		2,464
Accrued compensation	7,689		5,619
Deferred revenue	12,475		16,520
Lease liabilities	(2,959)		—
Net cash provided by (used in) operating activities	6,706		(1,975)
Cash flows from investing activities
Purchases of property and equipment	(3,402)		(3,190)
Capitalization of internal-use software costs	(328)		—
Business acquisitions, net of cash acquired	(49,656)		—
Purchases of held-to-maturity investments	—		(45,736)
Proceeds from maturities of held-to-maturity investments	28,040		8,950
Purchases of available-for-sale investments	(153,254)		(132,706)
Proceeds from maturities of available-for-sale investments	123,352		—
Proceeds from sales of available-for-sale investments	9,285		—
Net cash used in investing activities	(45,963)		(172,682)
Cash flows from financing activities
Proceeds from issuance of convertible senior notes, net of issuance costs paid of $8,835	278,665		—
Purchases of capped calls related to convertible senior notes	(35,708)		—
Proceeds from initial public offering, net of underwriters' discounts and commissions	—		220,086
Payments of costs related to initial public offering	—		(5,603)
Proceeds from employee stock purchase plan	3,558		—
Proceeds from repayment of promissory note	—		515
Proceeds from issuance of common stock upon exercise of stock options	9,709		5,750
Employee payroll taxes paid related to net share settlement of restricted stock units	(4,334)		(14)
Net cash provided by financing activities	251,890		220,734
Net increase in cash, cash equivalents, and restricted cash	212,633		46,077
Cash, cash equivalents, and restricted cash at beginning of period	124,024		130,323
Cash, cash equivalents, and restricted cash at end of period	$	336,657	$	176,400

Supplemental cash flow data:
Cash paid for income taxes	$	—	$	53
Non-cash investing and financing activities:
Vesting of early exercised options	$	507	$	1,007
Purchase of property and equipment, accrued but not yet paid	$	274	$	347
Costs related to issuance of convertible senior notes, accrued but not yet paid	$	470	$	—
Costs related to initial public offering, accrued but not yet paid	$	—	$	342
Non-cash purchases of property and equipment	$	—	$	2,364
Fair value of common stock issued as consideration for a business combination	$	38,875	$	—
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	336,657	$	176,347
Restricted cash—included in other assets	—		53
Total cash, cash equivalents, and restricted cash	$	336,657	$	176,400

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See Notes to Condensed Consolidated Financial Statements

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business and Basis of Presentation

Description of Business

PagerDuty, Inc. was incorporated under the laws of the state of Delaware in May 2010.

PagerDuty acts as the central nervous system for the digital enterprise. PagerDuty harnesses digital signals from virtually any software-enabled system or device, combines it with human response data and orchestrates teams to take the right actions in real time. The Company’s products help organizations improve operations, accelerate innovation, increase revenue, mitigate security risk, and deliver a great customer experience.

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

Initial Public Offering

On April 15, 2019, the Company completed its initial public offering (“IPO”), pursuant to which the Company issued and sold 9,860,500 shares of common stock, inclusive of the over-allotment option, at a public offering price of $24.00 per share. The Company received net proceeds of $213.7 million, after deducting underwriters' discounts and commissions of $16.6 million and other issuance costs of $6.4 million. Immediately prior to the closing of the Company’s IPO, all shares of the redeemable convertible preferred stock automatically converted into 41,273,345 shares of common stock.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of January 31, 2020 was derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended January 31, 2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC.

The condensed consolidated financial statements include the results of PagerDuty, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

In the opinion of management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s results of operations, financial position, cash flows, and statements of stockholders’ equity. The results of operations for the three and nine months ended October 31, 2020 are not necessarily indicative of the results to be expected for the full year ending January 31, 2021 or for any other interim period, or for any future year.

The Company’s fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ended January 31, 2021.

Convertible Senior Notes

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

In June 2020, The Company issued $287.5 million aggregate principal amount of 1.25% Convertible Senior Notes due 2025 (the “Notes”). Refer to Note 10 , “Debt and Financing Arrangements ” for additional details.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s most significant estimates and judgments involve the valuation of the Company’s stock-based awards, including the determination of fair value of common stock (prior to the closing of the IPO) and the fair value of the employee stock purchase plan (“ESPP”) expense, period of benefit for amortizing deferred contract costs, the determination of the allowance for doubtful accounts, the provision for income taxes, including the related valuation allowance and any uncertain tax positions, fair value of the liability and equity components of the Notes, fair value of acquired assets and assumed liabilities, impairment of goodwill and intangible assets, the incremental borrowing rate for lease liabilities, and estimates related to our revenue recognition, such as the assessment of performance obligations in our revenue arrangements and the fair value assigned to each performance obligation, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

In December 2019, the novel coronavirus and resulting disease (“COVID-19”) was reported and in March 2020 the World Health Organization declared it a pandemic. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers and our sales cycles, and impact on our employees, as discussed in more detail in the Overview section of our Management’s Discussion and Analysis. During the three and nine months ended October 31, 2020, this uncertainty resulted in a higher level of judgment related to our estimates and assumptions related to the estimate of credit losses for accounts receivable. As of the date of issuance of the financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments, or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our financial statements.

2. Summary of Significant Accounting Policies

Concentrations of Risk and Significant Customers

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, held-to-maturity investments, available-for-sale investments, and accounts receivable. All of the Company’s cash and cash equivalents and investments are invested in money market funds, United States (“U.S.”) Treasury securities, commercial paper, corporate debt securities, or U.S. Government agency securities that management believes to be of high credit quality.

No single customer accounted for 10% of the total accounts receivable balance as of October 31, 2020 or January 31, 2020. No single customer represented 10% or more of revenue for the three and nine months ended October 31, 2020 or 2019.

Segment Information

The Company manages operations and allocates resources as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

resources. Refer to Note 16, “Geographic Information” for information regarding the Company's long-lived assets and revenue by geography.

Significant Accounting Policies

There have been no significant changes to our significant accounting policies as compared to those described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, other than as set forth below.

Convertible Senior Notes

The Notes are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component of the instrument is computed by estimating the fair value of a similar liability without the conversion option using a market-based approach. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. The difference between the principal amount and the liability component represents a debt discount that is amortized to interest expense over the respective term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The allowance is based upon historical loss patterns, the age of each past due invoice, and an evaluation of the potential risk of loss associated with delinquent accounts. The allowance also reflects current market conditions and reasonable and supportable forecasts of future economic conditions. As of October 31, 2020, our allowance reflects considerations related to the COVID-19 pandemic and may increase in future periods as we ascertain future impacts to our customers and business. The allowance for doubtful accounts was $1.5 million and $0.8 million as of October 31, 2020 and January 31, 2020.

Business Combinations

The Company applies the acquisition method of accounting for business combinations. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. We allocate the purchase consideration to the net tangible and identifiable intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable.

Goodwill, Acquired Intangible Assets, and Impairment of Long-Lived Assets

Goodwill. Goodwill represents the excess purchase consideration of an acquired business over the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. No impairment charges were recorded during the three and nine months ended October 31, 2020 and 2019.

Acquired Intangible Assets. Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our business acquisition. Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives.

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Impairment of Long-Lived Assets. The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, (“Topic 842”) (“ASU 2016-02”), which would require lessees to recognize most leases on their balance sheets, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to current practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The Company adopted the standard using the optional alternative method on a prospective basis with an effective date as of the beginning of the Company’s fiscal year, February 1, 2020, and applied it to the operating leases that existed on that date. Prior year comparative financial information was not recast under the new standard and continues to be presented under ASC 840. The Company elected to utilize the package of practical expedients available for expired or existing contracts which allowed the Company to carryforward historical assessments of (a) whether contracts are or contain leases, (b) lease classification, and (c) initial direct costs. The Company elected to apply the short-term lease exception for all leases. Under the short-term lease exception, the Company will not recognize right-of-use assets or lease liabilities for leases that, at the acquisition date, have a remaining lease term of 12 months or less. As a result of implementing this guidance, the Company recognized a net operating right-of-use asset of $29.1 million and a $35.9 million operating lease liability in its condensed consolidated balance sheets as of February 1, 2020. The adoption of this guidance did not affect our condensed consolidated statements of operations or our condensed consolidated statements of cash flows. Refer to Note 9 , “Leases” for further information.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (“Topic 326”) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. The Company adopted the standard as of the beginning of the Company’s fiscal year, February 1, 2020. The adoption of this guidance did not have a material impact to the condensed consolidated financial statements. In connection with the adoption, for purposes of identifying and measuring impairment, the policy election was made to exclude accrued interest from both the fair value and amortized cost basis of our available-for sale debt securities. Such accrued interest is recorded in prepaid expenses and other current assets.

In January 2017, the FASB released Accounting Standards Update No. 2017-04, Intangibles— Goodwill and Other (“Topic 350”) which simplifies the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. Previously, under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments of ASU 2017-04, an entity performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and an impairment charge would be recognized for any amount by which the carrying amount exceeds the reporting unit’s fair value.. The amendments in this update were effective for an entity’s annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or fiscal year 2021 for the Company. The Company performs their impairment test on goodwill in the fourth quarter of each fiscal year.

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (“Topic 820”) (“ASU 2018-13”), which modifies the disclosure requirements for fair value measurements for certain types of investments. We adopted this standard in the first quarter of fiscal year 2020. The adoption did not have an effect on our consolidated financial statements.

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intends to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2022, although early adoption is permitted. The Company early adopted the standard as of the beginning of the Company’s fiscal year, February 1, 2020. The adoption of this guidance did not have a material impact to the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued Accounting Standard Update No. 2020-06, Debt—Debt with Conversion Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”) (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. ASU 2020-06 also improves and amends the related Earnings Per Share guidance for both Subtopics. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 will be effective for annual reporting periods beginning after December 15, 2021. Early adoption is permitted, but not before annual reporting periods beginning after December 15, 2020. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

3. Cash, Cash Equivalents, and Investments

Cash, cash equivalents, and investments consisted of the following:


	As of October 31, 2020		As of January 31, 2020
	(in thousands)
Cash and cash equivalents
Cash	$	214,469	$	2,131
Money market funds	108,200		118,899
U.S. Treasury securities	13,988		2,994
Total cash and cash equivalents	$	336,657	$	124,024
Available-for-sale investments:
U.S. Treasury securities	$	34,055	$	24,987
Commercial paper	29,910		20,132
Corporate debt securities	155,636		149,248
U.S. Government agency securities	—		4,973
Total available-for-sale investments	$	219,601	$	199,340
Held-to-maturity investments:
U.S. Treasury securities	$	—	$	9,016
Commercial paper	—		5,985
Corporate debt securities	—		13,034
Total held-to-maturities investments	$	—	$	28,035
Total investments	$	219,601	$	227,375

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following tables summarize the Company’s investments’ adjusted cost, net unrealized gains, and fair value by significant investment category as of October 31, 2020 and January 31, 2020. Gross realized gains or losses from sales of available-for-sale securities were not material for the three and nine months ended October 31, 2020.


	As of October 31, 2020
	Cost Basis		Unrealized Gain, Net		Recorded Basis
	(in thousands)
Available-for-sale investments:
U.S. Treasury securities	$	34,043	$	12	$	34,055
Commercial paper	29,910		—		29,910
Corporate debt securities	155,014		622		155,636
Total available-for-sale investments	$	218,967	$	634	$	219,601


	As of January 31, 2020
	Cost Basis		Unrealized Gain, Net		Recorded Basis
	(in thousands)
Available-for-sale investments:
U.S. Treasury securities	$	24,978	$	9	$	24,987
Commercial paper	20,128		4		20,132
Corporate debt securities	149,124		124		149,248
U.S. Government agency securities	4,973		—		4,973
Total available-for-sale investments	$	199,203	$	137	$	199,340
Held-to-maturity investments:
U.S. Treasury securities	$	9,016	$	—	$	9,016
Commercial paper	5,985		—		5,985
Corporate debt securities	13,034		—		13,034
Total held-to-maturities investments	$	28,035	$	—	$	28,035
Total investments	$	227,238	$	137	$	227,375

All of the Company’s held-to-maturity securities have a contractual maturity of less than one year. The following table presents the Company’s available-for-sale securities by contractual maturity date as of October 31, 2020 and January 31, 2020:


	As of October 31, 2020
	Cost Basis		Recorded Basis
	(in thousands)
Due within one year	$	180,262	$	180,779
Due between one to five years	38,705		38,822
Total	$	218,967	$	219,601


	As of January 31, 2020
	Cost Basis		Recorded Basis
	(in thousands)
Due within one year	$	128,127	$	128,169
Due between one to five years	71,076		71,171
Total	$	199,203	$	199,340

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

When evaluating investments for impairment, we review factors such as length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not we will be required to sell, the investment before recovery of the investment’s amortized cost. No impairment loss has been recorded on the securities included in the tables above, as we believe that any decrease in fair value of these securities is temporary and we expect to recover at least up to the initial cost of the investment for these securities. We have not recorded an allowance for credit losses, as we believe any such losses would be immaterial based on the high-grade credit rating for each of our marketable securities as of the end of each period.

4. Fair Value Measurements

The Company measures its financial assets and liabilities at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value, as follows:

Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2—Valuations based on inputs that are directly or indirectly observable in the marketplace.

Level 3—Valuations based on unobservable inputs that are supported by little or no market activity.

The following table presents information about the Company’s financial assets that are required to be measured or disclosed at fair value using the above input categories:


	As of October 31, 2020
	Level 1		Level 2		Level 3		Total
	(in thousands)
Money market funds	$	108,200	$	—	$	—	$	108,200
U.S. Treasury securities	13,988		34,055		—		48,043
Commercial paper	—		29,910		—		29,910
Corporate debt securities	—		155,636		—		155,636
Total	$	122,188	$	219,601	$	—	$	341,789
Included in cash equivalents							$	122,188
Included in investments							$	219,601


	As of January 31, 2020
	Level 1		Level 2		Level 3		Total
	(in thousands)
Money market funds	$	118,899	$	—	$	—	$	118,899
U.S. Treasury securities	2,994		34,003		—		36,997
Commercial paper	—		26,117		—		26,117
Corporate debt securities	—		162,282		—		162,282
U.S. Government agency securities	—		4,973		—		4,973
Total	$	121,893	$	227,375	$	—	$	349,268
Included in cash equivalents							$	121,893
Included in investments							$	227,375

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company’s assets that are measured by management at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value hierarchy.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of October 31, 2020 and January 31, 2020, the Company’s Level 2 securities were priced by pricing vendors. These pricing vendors utilize observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above.

Convertible Senior Notes

As of October 31, 2020, the estimated fair value of the Notes was approximately $291.7 million. The fair value was determined based on the quoted price for the Notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy.

5. Business Combinations

On October 1, 2020, the Company completed the acquisition of Rundeck Inc. (“Rundeck”), a leading provider of DevOps automation for enterprise. The acquisition of Rundeck strengthens our product and will enable our customers to resolve faster, reduce costs, and protect the customer experience. The Company acquired Rundeck for purchase consideration of $95.3 million in a combination of cash and common stock. The total purchase price consisted of the following:


	(in thousands)
Cash paid to common and preferred stockholders, warrant holders, and vested option holders	$	51,581
Fair value of common stock transferred	33,941
Fair value of assumed options and restricted stock attributable to pre-combination service(1)	4,934
Fair value of future cash payments to common stockholders attributable to pre-combination service	4,808
Total purchase consideration	$	95,264
(1) The restricted shares are considered to be legally issued and outstanding on the date of issuance.

The fair value of the stock and options recognized as purchase consideration was determined using the closing price of the Company’s common stock on the acquisition date.

In addition to the purchase consideration, a portion of cash and stock for certain Rundeck key personnel attributable to post-combination services is subject to vest over two years from the closing of the acquisition, subject to on-going employee services and achievement of certain performance conditions as follow:

•$3.7 million in future cash payments beginning in the fourth quarter of fiscal year 2021, which the Company will recognize within research and development over the vesting period of two years.

•$3.3 million related to the fair value of restricted stock issued that will vest beginning from the acquisition date, which the Company will recognize as stock-based compensation expense over the vesting period of two years. The restricted shares are considered to be legally issued and outstanding on the date of issuance.

In connection with the acquisition, the Company incurred transaction costs of $1.6 million within the general and administrative line of the Condensed Consolidated Statements of Operations.

The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date and the excess was recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. As of October 31, 2020, the primary area that remains preliminary relates to the valuation of certain tax-related items.

The following table presents the preliminary purchase consideration allocation recorded in the Company’s condensed consolidated balance sheet as of the acquisition date:


	(in thousands)
Cash and cash equivalents	$	1,925
Accounts receivable and other assets	1,879
Intangible assets	27,800
Goodwill	71,946
Accounts payable and other liabilities	(548)
Deferred revenue	(2,680)
Deferred tax liabilities, net	(5,058)
Total purchase consideration	$	95,264

The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings. Goodwill is not expected to be deductible for income tax purposes.

In connection with the acquisition, the Company recognized a net deferred tax liability for approximately $5.1 million, generated primarily from the difference between the tax basis and fair value of the acquired intangible assets, which increased goodwill. As the Company has a full valuation allowance as of October 31, 2020, we recorded an income tax benefit for this net deferred tax liability in the condensed consolidated statement of operations for the three months ended October 31, 2020. Refer to Note 15, Income Taxes, for further information

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:


	Fair Value		Useful Life
	(in thousands)		(in years)
Customer relationships	$	21,800	10
Developed technology	$	5,600	5
Trademarks	$	400	2

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

6. Goodwill and Acquired Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended October 31, 2020 are as follows:


												(in thousands)
Balance as of January 31, 2020												$0
Goodwill additions												71,946
Balance as of October 31, 2020												$71,946

Other intangible assets subject to amortization as of October 31, 2020 were as follows:


	Cost		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)
Customer relationships	$	21,800	$	(182)	$	21,618	9.9
Developed technology	5,600		(93)		5,507		4.9
Trademarks	400		(17)		383		1.9
Other intangibles, net	$	27,800	$	(292)	$	27,508

For the three and nine months ended October 31, 2020, amortization expense related to intangible assets was $0.3 million. No amortization expense was recorded during the three and nine months ended October 31, 2019.

As of October 31, 2020, we expect amortization expense in future periods to be as follows:


Year ending January 31,
	(in thousands)
Remainder of 2021	$	875
2022	3,500
2023	3,433
2024	3,300
2025	3,300
Thereafter	13,100
Total expected future amortization expense	$	27,508

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

7. Property and Equipment, Net

Property and equipment, net, consisted of the following:


	As of October 31, 2020		As of January 31, 2020
	(in thousands)
Leasehold improvements	$	12,440	$	12,257
Computers and equipment	6,001		4,431
Furniture and fixtures	3,048		2,540
Capitalized internal-use software	775		389
Gross property and equipment (1)	22,264		19,617
Accumulated depreciation and amortization	(10,116)		(7,248)
Property and equipment, net	$	12,148	$	12,369

(1) Gross property and equipment includes construction-in-progress for leasehold improvements and furniture and fixtures of $0.2 million and $5.1 million that had not yet been placed in service as of October 31, 2020 and January 31, 2020, respectively. The costs associated with construction-in-progress are not amortized until placed in service.

Depreciation and amortization expense was $1.0 million and $0.6 million for the three months ended October 31, 2020 and 2019, respectively, and $2.9 million and $1.6 million for the nine months ended October 31, 2020 and 2019, respectively.

8. Deferred Contract Costs

Deferred contract costs, which primarily consist of deferred sales commissions, were $28.7 million and $25.7 million as of October 31, 2020 and January 31, 2020, respectively. Amortization expense for deferred contract costs was $2.8 million and $2.1 million for the three months ended October 31, 2020 and 2019, respectively, and $7.9 million and $5.5 million for the nine months ended October 31, 2020 and 2019, respectively. There was no impairment charge related to the costs capitalized for the periods presented.

9. Leases

Operating Leases

The Company has entered into various non-cancellable operating leases for its office spaces with lease periods expiring between fiscal 2022 and fiscal 2029. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised.

Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

lease payments. The lease right-of-use assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances.

Our operating leases typically include non-lease components such as common-area maintenance costs. We have elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.

Leases with a term of one year or less are not recognized on our condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.

The following tables present information about leases on our condensed consolidated balance sheet.


	As of October 31, 2020
	(in thousands)
Assets
Lease right-of-use assets	$	25,790
Liabilities
Lease liabilities	5,152
Lease liabilities, non-current	27,775

As of October 31, 2020, the weighted average remaining lease term was 5.9 years and the weighted average discount rate used to determine the net present value of the lease liabilities was 3.7%.

The following table presents information about leases on our condensed consolidated statement of operations.


	Three Months Ended October 31, 2020		Nine Months Ended October 31, 2020
	(in thousands)
Operating lease expense	$	1,448	$	4,335
Short-term lease expense	105		665
Variable lease expense	335		998

The following table presents supplemental cash flow information about our leases.


	Three Months Ended October 31, 2020		Nine Months Ended October 31, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	1,524	$	3,811

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

As of October 31, 2020, remaining maturities of lease liabilities are as follows:


Year ending January 31,
	(in thousands)
2021	$	1,561
2022	6,299
2023	6,492
2024	6,674
2025	6,872
Thereafter	8,942
Gross lease payments	$	36,840
Less: Imputed interest	(3,913)
Total	$	32,927

10. Debt and Financing Arrangements

Convertible Senior Notes

On June 25, 2020, the Company issued $287.5 million in aggregate principal amount of the Notes in a private offering pursuant to an Indenture dated June 25, 2020 (the “Indenture”). The total net proceeds from the debt offering, after deducting initial purchaser discounts and debt issuance costs, paid or payable by us, were $278.2 million.

The Notes are senior, unsecured obligations of the Company and will accrue interest payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of 1.25% per year. The Notes will mature on July 1, 2025, unless such notes are converted, redeemed or repurchased earlier. The Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election in the manner and subject to the terms and conditions provided in the Indenture.

Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on April 1, 2025, only under the following circumstances:

•During any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•During the five business day period after any ten consecutive trading day period (the measurement period) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

•If the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

•Upon the occurrence of specified corporate events, as noted in the Indenture.

On or after April 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances.

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The conversion rate will initially be 24.9507 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $40.08 per share of common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture, but will not be adjusted for accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a fundamental change, as defined in the Indenture.

The Company may not redeem the Notes prior to July 6, 2023. The Company may redeem for cash all or any portion of the Notes, at its option, on a redemption date occurring on or after July 6, 2023 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the entire principal of all the Notes plus accrued and unpaid interest to be immediately due and payable.

In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated using a discount rate of 7.30%, which was determined by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was $70.8 million and was determined by deducting the fair value of the liability component from the par value of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification, and the equity component was recorded in additional paid-in-capital in the accompanying condensed consolidated balance sheet. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense at an annual effective interest rate of 7.88% over the contractual terms of the Notes. The interest rate was based on the interest rate of similar liabilities at the time of issuance that did not have associated convertible features. The debt component is classified as a long-term liability as of October 31, 2020.

In accounting for the issuance costs related to the Notes, we allocated the total amount incurred to the liability and equity components of the Notes based on their relative values. Issuance costs attributable to the liability component were $7.0 million and will be amortized to interest expense using the effective interest method over the contractual term of the Notes. Issuance costs attributable to the equity component were $2.3 million and were netted with the equity component in additional paid-in capital.

The net carrying amount of the liability component of the Notes was as follows:


	As of October 31, 2020
	(in thousands)
Principal	$	287,500
Less: unamortized debt discount	(66,680)
Less: unamortized issuance costs	(6,609)
Net carrying amount	$	214,211

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PAGERDUTY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The net carrying amount of the equity component of the Notes was as follows:


	As of October 31, 2020
	(in thousands)
Proceeds allocated to the conversion options (debt discount)	$	70,768
Less: issuance costs	(2,290)
Carrying amount of the equity component	$	68,478

Interest expense recognized related to the Notes is as follows:


	Three Months Ended October 31, 2020		Nine Months Ended October 31, 2020
	(in thousands)
Contractual interest expense	$	898	$	1,248
Amortization of debt discount	2,943		4,088
Amortization of debt issuance costs	292		405
Total interest expense related to the Notes	$	4,133	$	5,741

Capped Call Transactions

In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institution counterparties (the “Option Counterparties”). The Capped Calls are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $35.7 million incurred to purchase the Capped Calls were recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The Capped Calls each have an initial strike price of approximately $40.08 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $61.66 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 7.2 million shares of our common stock. The Capped Calls are subject to automatic exercise over a 40 trading day period commencing on May 2, 2025, subject to earlier termination under certain circumstances.

11. Commitments and Contingencies

Legal Matters

From time to time in the normal course of business, the Company may be subject to various claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise and accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. The Company is not currently a party to any legal proceedings and does not anticipate any pending or threatened litigation that would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows.

Warranties and Indemnification

The Company has entered into service-level agreements with a portion of its customers defining levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet the defined levels of uptime. To date, the Company has not experienced any significant failures to meet defined

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levels of uptime reliability and performance as a result of those agreements and, as a result, the Company has not incurred or accrued any material liabilities related to these agreements in the financial statements.

12. Deferred Revenue and Performance Obligations

The following table presents the changes to the Company’s deferred revenue:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
Deferred revenue, beginning of period	$	101,180	$	77,797	$	92,569	$	64,104
Billings	57,636		45,577		166,747		136,945
Deferred revenue assumed in the Rundeck acquisition	2,680		—		2,680		—
Revenue recognized	(53,772)		(42,750)		(154,272)		(120,425)
Deferred revenue, end of period	$	107,724	$	80,624	$	107,724	$	80,624

For the three months ended October 31, 2020 and 2019, the majority of revenue recognized was from the deferred revenue balances at the beginning of each quarter. For the nine months ended October 31, 2020 and 2019, approximately half of revenue recognized was from the deferred revenue balance at the beginning of the period.

As of October 31, 2020 and January 31, 2020, future estimated revenue related to performance obligations for subscriptions with terms of more than one year that are unsatisfied or partially unsatisfied at the end of the reporting periods was approximately $97.2 million and $75.7 million, respectively. The Company expects to satisfy the substantial majority of these unsatisfied performance obligations over the next 24 months and the remainder thereafter. The Company applied the optional exemption for subscriptions with terms of one year or less.

13. Common Stock and Stockholders’ Equity

Redeemable Convertible Preferred Stock

Immediately prior to the completion of the IPO in April 2019, all shares of redeemable convertible preferred stock then outstanding were converted into 41,273,345 shares of common stock on a one-to-one basis and then immediately reclassified into common stock.

Equity Incentive Plans

The Company has two equity incentive plans: the 2010 Stock Plan (the “2010 Plan”) and the 2019 Equity Incentive Plan (the “2019 Plan”, collectively the “Stock Plans”). Upon completion of the Company’s IPO in April 2019, the Company ceased granting awards under the 2010 Plan, and all shares that remained available for future issuance under the 2010 Plan at that time were transferred to the 2019 Plan. The 2019 Plan superseded and replaced the 2010 Plan. As of October 31, 2020 and January 31, 2020, respectively, the Company was authorized to grant up to 17,956,224 shares and 13,126,301 shares of common stock under the Stock Plans.

In March 2019, the Company granted 3,041,000 stock options to existing employees with 50 percent of these options vesting over four years from the grant date and 50 percent vesting over five years from the grant date.

The Company currently uses authorized and unissued shares to satisfy stock award exercises. As of October 31, 2020 and January 31, 2020, there were 13,188,640 shares and 11,841,156 shares available for future issuance under the Stock Plans, respectively.

Shares of common stock reserved for future issuance are as follows:

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			October 31, 2020
Outstanding stock options and unvested RSUs outstanding			15,994,999
Available for future stock option and RSU grants			13,188,640
Available for ESPP			2,235,888
Total common stock reserved at October 31, 2020			31,419,527

Stock Option Activity

Stock option activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in thousands)
Outstanding at January 31, 2020	14,498,045	$	7.37	7.8 years	$	231,300
Granted	387,439	$	14.06
Exercised	(2,070,718)	$	4.64
Canceled	(798,328)	$	11.13
Outstanding at October 31, 2020	12,016,438	$	7.80	7.1 years	$	231,866
Vested as of October 31, 2020	7,578,858	$	5.06	6.5 years	$	167,061

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options on the date of grant. The Company accounts for forfeitures as they occur. The following assumptions were used to calculate the fair value of employee stock option grants made during the periods:


	Three Months Ended October 31,			Nine Months Ended October 31,
	2020	2019		2020	2019
Expected dividend yield	—	—	%	—	—
Expected volatility	43.0% - 44.1%	42.2	%	43.0% - 44.1%	42.0% - 42.8%
Expected term (years)	3.7 - 6.1	6.1		3.7 - 6.1	5.5 - 6.9
Risk-free interest rate	0.20% - 0.39%	1.39	%	0.20% - 0.47%	1.39% - 2.48%

Stock options granted during the three months ended October 31, 2020 and 2019 had a weighted average grant date fair value of $23.04 and $11.72 per share, respectively. The aggregate intrinsic value of stock options exercised during the three months ended October 31, 2020 and 2019 was $19.0 million and $21.8 million, respectively.

Stock options granted during the nine months ended October 31, 2020 and 2019 had a weighted average grant date fair value of $14.64 and $10.84 per share, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended October 31, 2020 and 2019 was $42.0 million and $52.5 million, respectively.

The intrinsic value for options exercised is the difference between the market value of the stock and the exercise price of the stock option at the date of exercise.

As of October 31, 2020 there was approximately $35.1 million of total unrecognized compensation cost related to unvested stock options granted under the Stock Plans, which will be recognized over a weighted average period of 2.8 years.

Restricted Stock Units

A summary of the Company’s RSU activity and related information is as follow:

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	Number of RSUs	Weighted Average Grant Date Fair Value Per Share
Outstanding at January 31, 2020	1,114,911	$	28.10
Granted	3,480,566	$	20.02
Vested, net of shares withheld for employee payroll taxes	(240,116)	$	22.68
Canceled	(376,800)	$	21.76
Outstanding at October 31, 2020	3,978,561	$	21.92

The Company uses the fair value of RSUs based on the fair value of the underlying shares on the date of grant. The Company accounts for forfeitures as they occur.

As of October 31, 2020, there was $81.7 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 3.4 years based on vesting under the award service conditions.

In connection with the acquisition of Rundeck, the Company agreed to grant restricted stock units (“RSUs”) to Rundeck employees who joined the Company upon the effective date of the acquisition, with a value totaling approximately $14.6 million. The amount will be ratably recognized as stock-based compensation over the requisite service period of four years.

Employee Stock Purchase Plan

In April 2019, the Board adopted and approved the 2019 Employee Stock Purchase Plan, which became effective on April 11, 2019. The ESPP initially reserved and authorized the issuance of up to a total of 1,850,000 shares of common stock to participating employees. Pursuant to the terms of the ESPP, the number of shares reserved under the ESPP increased by 777,916 shares on February 1, 2020. The ESPP generally provides for 24-month offering periods, with each offering period consisting of four six-month purchase periods, except for the initial offering period which began on April 11, 2019 and ended on December 13, 2019. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s stock as of the beginning of the offering period or (2) the fair market value of the Company’s stock on the purchase date, as defined in the ESPP.

During the three months ended October 31, 2020 and 2019, the Company recognized $1.1 million and $1.5 million of stock-based compensation expense related to the ESPP, respectively. During the nine months ended October 31, 2020 and 2019, the Company recognized $3.9 million and $3.7 million of stock-based compensation expense related to the ESPP, respectively.

During the three months ended October 31, 2020 and 2019, the Company withheld $1.7 million and $1.5 million in contributions from employees, respectively. During the nine months ended October 31, 2020 and 2019, the Company withheld $5.2 million and $4.1 million in contributions from employees, respectively.

During the three months ended October 31, 2020, there were no purchases related to the ESPP. During the nine months ended October 31, 2020, 181,253 shares of common stock were issued under the ESPP at a purchase price of $19.63. During the three and nine months ended October 31, 2019, there were no purchases related to the ESPP.

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Stock-Based Compensation

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations is as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
Cost of revenue	$	488	$	303	$	1,095	$	773
Research and development	2,807		1,462		7,459		3,760
Sales and marketing	6,254		2,295		11,409		6,084
General and administrative	3,910		3,287		11,772		8,775
Total	$	13,459	$	7,347	$	31,735	$	19,392

In the three and nine months ended October 31, 2020, we recorded a one-time stock-based compensation expense of $3.1 million related to the modification of certain option awards.

14. Net Loss per Share

The following table presents the calculation of basic and diluted net loss per share:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands, except per share amounts)
Numerator:
Net loss	$	(20,608)	$	(15,265)	$	(46,755)	$	(39,899)
Denominator:
Weighted average shares used in calculating net loss per share, basic and diluted	79,937		75,992		78,835		61,628
Net loss per share, basic and diluted	$	(0.26)	$	(0.20)	$	(0.59)	$	(0.65)

Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	As of October 31,
	2020	2019
	(in thousands)
Shares subject to outstanding common stock awards	15,995	14,932
Convertible senior notes	7,173	—
Unvested early exercised stock options	—	140
Restricted stock awards purchased with promissory notes	124	216
Restricted stock issued to Rundeck key personnel	278	—
Shares issuable pursuant to the 2019 Employee Stock Purchase Plan	150	202
Total	23,720	15,490

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15. Income Taxes

The Company's provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

The Company's quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income (or loss) relates, changes in how the Company does business, and tax law developments. The Company's estimated effective tax rate for the year differs from the U.S. statutory rate of 21% as a result of our U.S. losses for which no benefit will be realized, as well as our foreign operations which are subject to tax rates that differ from those in the U.S.

The Company recorded an income tax benefit of $4.8 million for the three months ended October 31, 2020 and an income tax expense of $0.2 million for the three months ended October 31, 2019. The Company recorded an income tax benefit of $4.4 million for the nine months ended October 31, 2020 and an income tax expense of $0.7 million for the nine months ended October 31, 2019. The decrease in the Company’s income tax provision for the three and nine months ended October 31, 2020, relative to the respective prior periods, was primarily due to a reduction in our valuation allowance from the increase in the deferred tax liability associated with the acquired intangible assets from the acquisition of Rundeck, resulting in a $5.1 million deferred tax benefit.

16. Geographic Information

Revenue by location is determined by the billing address of the customer. The following table sets forth revenue by geographic area:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
United States	$	40,966	$	33,330	$	118,234	$	94,390
International	12,806		9,420		36,038		26,035
Total	$	53,772	$	42,750	$	154,272	$	120,425

Other than the United States, no other individual country accounted for 10% or more of revenue for the three and nine months ended October 31, 2020 or 2019. As of October 31, 2020, 87% of the Company’s long-lived assets, including property and equipment and right-of-use lease assets, was located in the United States, and 13% was located in Canada. As of January 31, 2020, 76% of the Company’s property and equipment was located in the United States, 23% was located in Canada, and 1% was located in the United Kingdom.

17. Subsequent Events

The Company has evaluated subsequent events through December 4, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended January 31, 2020, filed with the SEC on March 19, 2020. You should review the sections titled “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q for a discussion of forward-looking statements and important factors

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that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, impacts on our business and general economic conditions due to the current COVID-19 pandemic, those identified below, and those discussed in the section titled “Risk Factors” included in Part II, Item 1A below. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31 and January 31.

Overview

Our mission is to connect teams to real-time opportunity and elevate work to the outcomes that matter.

We act as the central nervous system for the digital enterprise. We collect machine generated data from virtually any software-enabled system or device, combine it with human response data, correlating and interpreting this data to understand issues and opportunities that need to be addressed in real-time. Using machine learning, automation, auto-remediation, and self-healing, we bring together the right people with the right information so they can resolve issues and act on opportunities in minutes and seconds, not hours.

Since our founding in 2009, we have expanded our capabilities from a single product focused on on-call management to a real-time operations platform, spanning event intelligence, incident response, on-call management, business visibility, advanced analytics, and intelligent machine automation, including auto-remediation and self-healing. We have invested in developing the scalability, reliability, and security of our platform to address the needs of even the largest and most demanding customers. We have spent years building deep product integrations to our platform, and our ecosystem now includes 400 direct PagerDuty integrations to enable our customers to gather and correlate digital signals from virtually any software-enabled system or device and allow them to connect with popular collaboration tools and business applications. With the addition of Rundeck, we now have over 500 integrations in our overall ecosystem.

Our platform is easy to adopt and scalable for businesses of all sizes. We generate revenue primarily through sales of subscriptions to our software. We offer a range of pricing plans aligned with our customers’ needs and the sophistication of their digital operations. We have a land and expand business model that leads to viral adoption of our products and subsequent expansion. Our online self-service model is the primary mechanism for landing new customers and enabling teams to get started without assistance. We complement our self-service model with a high-velocity inside sales team focused on the midmarket and small and medium business, and a field sales team focused on enterprise customers. These teams drive expansion to additional users, additional teams, and new use cases, as well as upsell premium functionality.

COVID-19 Update

In December 2019, a novel coronavirus and the resulting disease (“COVID-19”) was reported, and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. In February 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and in March 2020, the WHO characterized COVID-19 as a pandemic.

As of the filing date, the full extent to which the COVID-19 pandemic may impact our financial condition or results of operations remains uncertain. While our revenues, billings, and earnings are relatively predictable as a result of our subscription-based business model and the majority of our revenues are generated from annual subscriptions, the effect of the COVID-19 pandemic, along with the seasonality we historically experience, may not be fully reflected in our results of operations and overall financial performance until future periods, if at all. In addition, while the majority of our revenues are generated from annual subscriptions, we have seen, and anticipate there may continue to be greater variability in the demand of our product from small and medium business customers. We also have experienced an increase in churn and a decline in the number of users that we believe to be associated with the impact of COVID-19, and may continue to see a decline in the number of users if our customers are required to make workforce reductions. Because of this, we have, and may continue to experience declines in customer demand, reduced customer spend or contract duration, and lengthened payment terms that could materially adversely impact our business, results of operations, and overall financial performance in future periods.

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The extent and continued impact of the COVID-19 pandemic on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, government responses to the pandemic, impact on our customers and our sales cycles, and effect on our partners, vendors, and supply chains, all of which are uncertain and difficult to predict.

In March 2020, we temporarily closed all of our offices, transitioned our employees to work remotely, and implemented travel restrictions on all business-related travel. We have extended our paid time off and sick leave benefits for employees directly impacted by COVID-19 or caring for children or a member of their household impacted by COVID-19. In addition, we are providing allowances to our employees to cover expenses related to transitioning to a work from home environment. We also continue to offer local employee assistance programs to employees if needed. These changes remain in effect and could extend into future quarters. We have a limited history of remote working and it is difficult to measure and predict the medium and long-term impacts on productivity across our workforce, and the resulting types of continuing investments for, our employee base is uncertain. The impact, if any, of these and any additional operational changes we may implement is uncertain but changes we have implemented have not affected and are not expected to affect our ability to maintain operations, including financial reporting systems, internal control over financial reporting and disclosure controls, and procedures.

In addition, due to restrictions on travel and in-person meetings, we have converted Summit, our global customer conference series, to virtual events. We have also canceled or shifted other planned events to virtual-only experiences and may determine to alter, postpone or cancel additional customer, employee or industry events in the future. We have typically relied on marketing and promotional events such as Summit and other in-person conferences, events, and meetings to facilitate customer sign-ups and generate leads for potential customers, and we cannot predict whether virtual marketing events and phone or virtual sales interactions will be as successful as in-person events and meetings or, for how long, or the extent to which the COVID-19 pandemic may continue to constrain our marketing, promotional, and sales activities.

On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes several significant provisions for corporations, including modifications to the limitation on business interest expense and the usage of net operating losses, and a payment deferral of employer payroll taxes. We have elected to defer the payment of employer payroll taxes in the nine months ended October 31, 2020. We do not plan to continue to defer the payment of employer taxes in future periods. The CARES Act is not expected to have a material impact on the Company’s consolidated financial statements.

Refer to Item 1A, “Risk Factors”, for further discussion of the possible impact of the COVID-19 pandemic on our business.

Acquisition of Rundeck, Inc. (“Rundeck”)

On October 1, 2020, we completed the acquisition of Rundeck Inc. (“Rundeck”), a leading provider of DevOps automation for enterprise. We acquired Rundeck for purchase consideration of $95.3 million in a combination of cash and common stock. We recognized goodwill of $71.9 million which is primarily attributable to synergies created with the Company’s current and future offerings and the value of the assembled workforce. Refer to Note 5 “Business Combinations ” in the Notes to the Condensed Consolidated Financial Statements for further details on the acquisition of Rundeck.

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Key Business Metrics

We review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Our key metrics include the results of Rundeck, to the extent applicable, beginning on the acquisition date of October 1, 2020.

Number of Customers

We believe that the number of customers using our platform, particularly those that have subscription agreements for more than $100,000 in annual recurring revenue, or ARR, are indicators of our market penetration, particularly within enterprise accounts, the growth of our business, and our potential future business opportunities. We define ARR as the annualized recurring value of all active contracts at the end of a reporting period. We define a customer as a separate legal entity, such as a company or an educational or government institution, that has an active subscription with us or one of our partners to access our platform. In situations where an organization has multiple subsidiaries or divisions, we treat the parent entity as the customer instead of treating each subsidiary or division as a separate customer. Increasing awareness of our platform and its broad range of capabilities, coupled with the fact that the world is always on and powered by increasingly complex technology, has expanded the diversity of our customer base to include organizations of all sizes across virtually all industries. Over time, enterprise and mid-market customers have constituted a greater share of our revenue.


	As of October 31,
	2020	2019
Customers	13,725	12,436
Customers greater than $100,000 in ARR	401	303

Dollar-based Net Retention Rate

We use dollar-based net retention rate to evaluate the long-term value of our customer relationships, since this metric reflects our ability to retain and expand the ARR from our existing customers. Our dollar-based net retention rate compares our ARR from the same set of customers across comparable periods.

We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end, or Prior Period ARR. We then calculate the ARR from these same customers as of the current period end, or Current Period ARR. Current Period ARR includes any expansion and is net of downgrades or churn over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate. The calculation of dollar-based net retention rate includes the Current Period ARR of Rundeck customers to the extent that they were PagerDuty customers as of 12 months prior to period end.


	Last 12 Months Ended October 31,
	2020		2019
Dollar-based net retention rate for all customers	119	%	129	%

Components of Results of Operations

Revenue

We generate subscription revenue from customers accessing our platform. Our subscriptions are typically one year in duration but can range from monthly to multi-year. Subscription revenue is driven primarily by the number of customers, the number of users per customer, and the level of subscription purchased. We generally invoice customers in advance in annual installments for subscriptions to our platform. We recognize subscription revenue ratably over the term of the subscription period beginning on the date we grant access to our platform, assuming that all other revenue recognition criteria have been met.

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Due to the low complexity of implementation and integration of our platform with our customers’ existing infrastructure, revenue from professional services has been immaterial to date.

Cost of Revenue

Cost of revenue primarily consists of expenses related to providing our platform to customers, including personnel expenses for operations and global support, payments to our third-party cloud infrastructure providers for hosting our software, payment processing fees, amortization of capitalized internal-use software costs, amortization of acquired developed technology, and allocated overhead costs for facilities, information technology, and other allocated overhead costs. We will continue to invest additional resources in our platform infrastructure and our customer support and success organizations to expand the capability of our platform and ensure that our customers are realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our cost of revenue in the future.

Gross Profit and Gross Margin

Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates, and as a result of the timing and amount of investments to expand the capacity of our third-party cloud infrastructure providers and our continued efforts to enhance our platform support and customer success teams.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation expense, and sales commissions. Operating expenses also include amortization of acquired intangible assets, acquisition-related expenses, allocated overhead costs for facilities, shared IT related expenses, including depreciation expense, and certain company-wide events and functions.

Research and development

Research and development expenses consist primarily of personnel costs for our engineering, product, and design teams. Additionally, research and development expenses include contractor fees, depreciation of equipment used in research and development activities, acquisition-related expenses, and allocated overhead costs. We expect that our research and development expenses will increase in dollar value as our business grows.

Sales and marketing

Sales and marketing expenses consist primarily of personnel costs, costs of general marketing activities and promotional activities, travel related expenses, amortization of acquired intangible assets, allocated overhead costs, and bad debt expense. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit, which we have determined to be four years. We expect that our sales and marketing expenses will increase in dollar value and continue to be our largest operating expense for the foreseeable future as we expand our sales and marketing efforts.

General and administrative

General and administrative expenses consist primarily of personnel costs and contractor fees for finance, legal, human resources, information technology, and other administrative functions. In addition, general and administrative expenses include non-personnel costs, such as legal, accounting, and other professional fees, hardware and software costs, certain tax, license and insurance-related expenses, acquisition-related expenses, and allocated overhead costs. We expect that our general and administrative expenses will increase in dollar value as our business grows. However, we expect that our general and administrative expenses will decrease as a percentage of our revenue over the longer term as we expect our investments to allow for improved efficiency for future growth in the business.

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Interest Income

Interest income consists of income earned on our cash and cash equivalents and interest earned on our short-term investments which consist of U.S. Treasury securities, commercial paper, corporate debt securities, and U.S. Government agency securities.

Interest Expense

Interest expense consists primarily of contractual interest expense and amortization of the discount and debt issuance costs on our 1.25% Convertible Notes due 2025.

Other (Expense) Income, Net

Other (expense) income, net primarily consists of accretion income and amortization expense on our held-to-maturity and available-for-sale investments and foreign currency transaction gains and losses.

Benefit from (Provision for) Income Taxes

Benefit from (provision for) income taxes consists primarily of the benefit associated with the reduction in our valuation allowance from the increase in the deferred tax liability associated with the acquired intangible assets from the acquisition of Rundeck, offset by income taxes in certain foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Results of Operations

The following table sets forth our condensed consolidated statements of operations data for the periods indicated:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
Revenue	$	53,772	$	42,750	$	154,272	$	120,425
Cost of revenue(1)	7,685		6,634		21,285		18,226
Gross profit	46,087		36,116		132,987		102,199
Operating expenses:
Research and development(1)	16,156		12,619		46,705		35,160
Sales and marketing(1)	34,024		27,425		88,271		72,378
General and administrative(1)	17,746		12,765		45,899		38,464
Total operating expenses	67,926		52,809		180,875		146,002
Loss from operations	(21,839)		(16,693)		(47,888)		(43,803)
Interest income	974		1,427		3,375		4,283
Interest expense	(4,133)		—		(5,741)		—
Other (expense) income, net	(449)		245		(861)		346
Loss before benefit from (provision for) income taxes	(25,447)		(15,021)		(51,115)		(39,174)
Benefit from (provision for) income taxes	4,839		(244)		4,360		(725)
Net loss	$	(20,608)	$	(15,265)	$	(46,755)	$	(39,899)

______________

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(1) Includes stock-based compensation expense as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
Cost of revenue	$	488	$	303	$	1,095	$	773
Research and development	2,807		1,462		7,459		3,760
Sales and marketing	6,254		2,295		11,409		6,084
General and administrative	3,910		3,287		11,772		8,775
Total	$	13,459	$	7,347	$	31,735	$	19,392

The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
Revenue	100	%	100	%	100	%	100	%
Cost of revenue	14		16		14		15
Gross profit	86	%	84	%	86	%	85	%
Operating expenses:
Research and development	30		30		30		29
Sales and marketing	63		64		57		60
General and administrative	33		30		30		32
Total operating expenses	126		124		117		121
Loss from operations	(41)		(39)		(31)		(36)
Interest income	2		3		2		4
Interest expense	(8)		—		(4)		—
Other (expense) income, net	(1)		1		(1)		—
Loss before benefit from (provision for) income taxes	(47)		(35)		(33)		(33)
Benefit from (provision for) income taxes	9		(1)		3		(1)
Net loss	(38)	%	(36)	%	(30)	%	(33)	%

__________

Note: Certain figures may not sum due to rounding.

Comparison of the Three Months Ended October 31, 2020 and 2019

Revenue


	Three Months Ended October 31,
	2020		2019		Change		% Change
	(dollars in thousands)
Revenue	$	53,772	$	42,750	$	11,022	26	%

Revenue increased by $11.0 million, or 26%, for the three months ended October 31, 2020 compared to the three months ended October 31, 2019. The increase in revenue was attributable to a combination of growth from both new and existing customers. Growth from existing customers is attributable to both increases in the number of users and upsell of additional products.

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Cost of Revenue and Gross Margin


	Three Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
Cost of revenue	$	7,685		$	6,634		$	1,051	16	%
Gross margin	86		%	84		%

Gross margin was 86% for the three months ended October 31, 2020 compared to 84% for the three months ended October 31, 2019, improving as a result of efficiency from our cloud native infrastructure. Cost of revenue increased by $1.1 million, or 16%, primarily due to an increase of $0.7 million in personnel expenses as a result of increased headcount and an increase of $0.4 million in hosting, software, and telecom costs which are related to the support of the continued growth of the business and related infrastructure.

Research and Development


	Three Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
Research and development	$	16,156		$	12,619		$	3,537	28	%
Percentage of revenue	30		%	30		%

Research and development expenses increased by $3.5 million, or 28%, for the three months ended October 31, 2020 compared to the three months ended October 31, 2019. The increase was primarily driven by an increase in personnel expenses of $3.6 million as a result of increased headcount to support our continued investment in our platform and a $0.4 million increase in costs to support the continued growth of the business and related infrastructure, which includes allocated overhead costs. This was partially offset by a decrease of $0.4 million in travel and other program related costs due to the COVID-19 pandemic.

Sales and Marketing


	Three Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
Sales and marketing	$	34,024		$	27,425		$	6,599	24	%
Percentage of revenue	63		%	64		%

Sales and marketing expenses increased by $6.6 million, or 24%, for the three months ended October 31, 2020 compared to the three months ended October 31, 2019. This increase was primarily due to an increase of $7.0 million in personnel expenses driven by headcount growth, a one-time stock-based compensation charge due to the modification of certain of certain option awards, and amortization of deferred contract costs, and an increase in marketing expenses of $0.5 million due to increased volume of marketing and advertising activities. This was partially offset by a decrease of $1.4 million in travel and other program related costs due to the COVID-19 pandemic.

General and Administrative


	Three Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
General and administrative	$	17,746		$	12,765		$	4,981	39	%
Percentage of revenue	33		%	30		%

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General and administrative expenses increased by $5.0 million, or 39%, for the three months ended October 31, 2020 compared to the three months ended October 31, 2019. The increase was driven by an increase of $3.6 million in personnel expenses as a result of increased headcount, an increase in outside services of $2.2 million primarily due to transaction costs related to the Rundeck acquisition, and an increase of $0.4 million in costs to support the business and related infrastructure which includes allocated overhead costs, This was partially offset by a decrease of $0.9 million in travel and other program related costs due to the COVID-19 pandemic.

Interest Expense


	Three Months Ended October 31,
	2020		2019		Change		% Change
	(dollars in thousands)
Interest expense	$	4,133	$	—	$	4,133	N/A

Interest expense increased by $4.1 million for the three months ended October 31, 2020 compared to the three months ended October 31, 2019, due to contractual interest expense and amortization of the discount and issuance costs on the Notes.

Interest Income and Other (Expense) Income, Net


	Three Months Ended October 31,
	2020		2019		Change		% Change
	(dollars in thousands)
Interest income	$	974	$	1,427	$	(453)	(32)	%
Other (expense) income, net	$	(449)	$	245	$	(694)	(283)	%

Interest income and other (expense) income decreased by $0.5 million and $0.7 million, respectively for the three months ended October 31, 2020 compared to the three months ended October 31, 2019, primarily due to lower interest rates in the current year.

Comparison of the Nine Months Ended October 31, 2020 and 2019

Revenue


	Nine Months Ended October 31,
	2020		2019		Change		% Change
	(dollars in thousands)
Revenue	$	154,272	$	120,425	$	33,847	28	%

Revenue increased by $33.8 million, or 28%, for the nine months ended October 31, 2020 compared to the nine months ended October 31, 2019. The increase in revenue was attributable to growth from both existing and new customers. Growth from existing customers is attributable to both increases in the number of users and upsell of additional products.

Cost of Revenue and Gross Margin


	Nine Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
Cost of revenue	$	21,285		$	18,226		$	3,059	17	%
Gross margin	86		%	85		%

Gross margin was 86% for the nine months ended October 31, 2020 compared to 85% for the nine months ended October 31, 2019, improving as a result of efficiency from our cloud native infrastructure. Cost of revenue

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increased by $3.1 million, or 17%, primarily due to an increase of $1.8 million in personnel expenses as a result of increased headcount, an increase of $0.9 million in hosting, software, and telecom costs related to the support of the continued growth of the business and related infrastructure, and an increase of $0.3 million in other expenses.

Research and Development


	Nine Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
Research and development	$	46,705		$	35,160		$	11,545	33	%
Percentage of revenue	30		%	29		%

Research and development expenses increased by $11.5 million, or 33%, for the nine months ended October 31, 2020 compared to the nine months ended October 31, 2019. The increase was primarily driven by an increase in personnel expenses of $10.7 million as a result of increased headcount, a $1.9 million increase in costs to support the continued growth of the business and related infrastructure, which includes allocated overhead costs, and a $0.2 million increase in outside services. This was partially offset by a decrease of $1.0 million in travel and other program related expenses and a decrease of $0.4 million in other expenses, both due to the COVID-19 pandemic.

Sales and Marketing


	Nine Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
Sales and marketing	$	88,271		$	72,378		$	15,893	22	%
Percentage of revenue	57		%	60		%

Sales and marketing expenses increased by $15.9 million, or 22%, for the nine months ended October 31, 2020 compared to the nine months ended October 31, 2019. This increase was primarily due to an increase of $15.7 million in personnel expenses driven by headcount growth, a one-time stock-based compensation charge due to the modification of certain option awards, and amortization of deferred contract costs, a $1.1 million increase in marketing and promotional expenses due to increased volume of marketing and advertising activities, a $1.0 million increase in bad debt expense primarily due to an increase in our allowance as a result of the adoption of Accounting Standards Update No. 2016-13 and increased collections reserves stemming from the COVID-19 pandemic, a $0.9 million increase in hosting and software costs due to increased business needs, an increase of $0.8 million in allocated overhead costs, and a $0.2 million increase in amortization of intangibles assets acquired as part of the Rundeck acquisition. This was partially offset by a decrease of $3.0 million in travel and other program related expenses due to the COVID-19 pandemic and a $0.9 million decrease in outside services due to lower usage of consultants during the period.

General and Administrative


	Nine Months Ended October 31,
	2020			2019			Change		% Change
	(dollars in thousands)
General and administrative	$	45,899		$	38,464		$	7,435	19	%
Percentage of revenue	30		%	33		%

General and administrative expenses increased by $7.4 million, or 19%, for the nine months ended October 31, 2020 compared to the nine months ended October 31, 2019. The increase was driven by an increase of $8.8 million in personnel expenses as a result of increased headcount and an increase of $1.6 million in outside services primarily due to transaction costs related to the Rundeck acquisition. This was partially offset by a decrease of $2.5 million in travel and other program related costs due to the COVID-19 pandemic, and a decrease of $0.7 million in allocated overhead costs.

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Interest Expense


	Nine Months Ended October 31,
	2020		2019		Change		% Change
	(dollars in thousands)
Interest expense	$	5,741	$	—	$	5,741	N/A

Interest expense increased by $5.7 million for the nine months ended October 31, 2020 compared to the nine months ended October 31, 2019, due to contractual interest expense and amortization of the discount and issuance costs on the Notes.

Interest Income and Other (Expense) Income, Net


	Nine Months Ended October 31,
	2020		2019		Change		% Change
	(dollars in thousands)
Interest income	$	3,375	$	4,283	$	(908)	(21)	%
Other (expense) income, net	$	(861)	$	346	$	(1,207)	(349)	%

Interest income and other (expense) income decreased by $0.9 million and $1.2 million, respectively for the nine months ended October 31, 2020 compared to the nine months ended October 31, 2019, due to lower interest rates in the current year.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the below referenced non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information 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 that are required by GAAP to be recorded in our financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. A

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reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as gross profit adjusted for stock-based compensation expense and amortization of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.


	Three Months Ended October 31,						Nine Months Ended October 31,
	2020			2019			2020			2019
	(in thousands)
Gross profit	$	46,087		$	36,116		$	132,987		$	102,199
Add:
Stock-based compensation	488			303			1,095			773
Amortization of acquired intangible assets	93			$	—		93			—
Non-GAAP gross profit	$	46,668		$	36,419		$	134,175		$	102,972

Gross margin	86		%	84		%	86		%	85		%
Non-GAAP gross margin	87		%	85		%	87		%	86		%

Non-GAAP Operating Loss and Non-GAAP Operating Margin

We define non-GAAP operating loss as loss from operations plus our stock-based compensation expense, amortization of acquired intangible assets, and acquisition-related expenses, which include transaction costs and acquisition-related retention payments, which are not necessarily reflective of operational performance during a given period. We define non-GAAP operating margin as non-GAAP operating loss as a percentage of revenue.


	Three Months Ended October 31,						Nine Months Ended October 31,
	2020			2019			2020			2019
	(in thousands)
Loss from operations	$	(21,839)		$	(16,693)		$	(47,888)		$	(43,803)
Add:
Stock-based compensation	13,459			7,347			31,735			19,392
Amortization of acquired intangible assets	292			$	—		292			—
Acquisition-related expenses	1,786			—			1,786			—
Non-GAAP operating loss	$	(6,302)		$	(9,346)		$	(14,075)		$	(24,411)

Operating margin	(41)		%	(39)		%	(31)		%	(36)		%
Non-GAAP operating margin	(12)		%	(22)		%	(9)		%	(20)		%

Non-GAAP Net Loss

We define non-GAAP net loss as net loss plus our stock-based compensation expense, amortization of debt discount and 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, and acquisition-related tax benefit.

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	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
Net loss	$	(20,608)	$	(15,265)	$	(46,755)	$	(39,899)
Add:
Stock-based compensation	13,459		7,347		31,735		19,392
Amortization of debt discount and issuance costs	3,235		—		4,493		—
Amortization of acquired intangibles assets	292		—		292		—
Acquisition-related expenses	1,786		—		1,786		—
Acquisition-related tax benefit	(5,058)		—		(5,058)		—
Non-GAAP net loss	$	(6,894)	$	(7,918)	$	(13,507)	$	(20,507)

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs. In addition to the reasons stated above, we believe that free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment to enhance the strength of our balance sheet and further invest in our business and potential strategic initiatives. A limitation of the utility of free cash flow as a measure of our liquidity is that it does not represent the total increase or decrease in our cash balance for the period. We use free cash flow in conjunction with traditional GAAP measures as part of our overall assessment of our liquidity, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to assess our liquidity.


	Three Months Ended October 31,				Nine Months Ended October 31,
	2020		2019		2020		2019
	(in thousands)
Net cash used in operating activities	$	4,844	3,432		$	6,706	$	(1,975)
Less:
Purchases of property and equipment	(110)		(1,171)		(3,402)		(3,190)
Capitalization of internal-use software costs	(217)		—		(328)		—
Free cash flow	$	4,517	$	2,261	$	2,976	$	(5,165)
Net cash used in investing activities	$	(45,488)	$	(135,967)	$	(45,963)	$	(172,682)
Net cash provided by (used in) financing activities	$	663	$	2,566	$	251,890	$	220,734

Liquidity and Capital Resources

Since inception, we have financed operations primarily through sales of our subscriptions, the issuance of our Notes, and the net proceeds we have received from sales of equity securities.

On April 15, 2019, upon the closing of our IPO, we received net proceeds of $213.7 million, after deducting underwriters' discounts and commissions of $16.6 million and other issuance costs of $6.4 million.

On June 25, 2020, we issued $287.5 million aggregate principal amount of the Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net proceeds from the sale of the Notes, after deducting the initial purchasers’ discounts and debt issuance costs of $9.3 million, and purchases of the Capped Calls of $35.7 million, were $242.5 million.

As of October 31, 2020, our principal sources of liquidity were cash and cash equivalents and investments totaling $556.3 million. We believe that our existing cash and cash equivalents, investments, and cash provided by sales of our subscriptions will be sufficient to support working capital and capital expenditure requirements for at

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least the next 12 months. Our future capital requirements will depend on many factors, including the effects of the COVID-19 pandemic, our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from customers, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, and the continuing market adoption of our platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

A significant majority of our customers pay in advance for subscriptions. Therefore, a substantial source of our cash is from our deferred revenue, which is included in the liabilities section of our condensed consolidated balance sheets. Deferred revenue consists of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition policy. As of October 31, 2020, we had deferred revenue of $107.7 million, of which $104.3 million was recorded as a current liability and expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

Cash Flows

The following table shows a summary of our cash flows for the periods presented:


	Nine Months Ended October 31,
	2020		2019
	(in thousands)
Net cash provided by (used in) operating activities	$	6,706	$	(1,975)
Net cash used in investing activities	$	(45,963)	$	(172,682)
Net cash provided by financing activities	$	251,890	$	220,734

Operating Activities

Our largest source of operating cash is cash collection from sales of subscriptions to our customers. Our primary uses of cash from operating activities are for personnel expenses, marketing expenses and hosting and software expenses. In the last several years, we have generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from both private and public sales of equity securities.

Cash provided by operating activities for the nine months ended October 31, 2020 of $6.7 million primarily related to our net loss of $46.8 million, adjusted for non-cash charges of $52.7 million and net cash inflows of $0.8 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $31.7 million, amortization of our deferred contract costs of $7.9 million, amortization of debt discount and issuance costs of $4.5 million, depreciation and amortization of property and equipment, capitalized implementation costs, and acquired intangible assets of $3.4 million, and non-cash lease expense of $3.3 million. Changes in operating assets and liabilities reflected cash inflows from an $12.5 million increase in deferred revenue resulting primarily from increased billings for subscriptions, a $7.7 million increase in accrued compensation and related benefits, and a $2.0 million increase in accounts payable and accrued expenses and other liabilities. This was partially offset by outflows from a $10.9 million increase in deferred contract costs due to commissions paid on new bookings in line with revenue growth, a $3.6 million increase in prepaid expenses and other assets related to timing of payments made in advance for future services, a $3.9 million increase in accounts receivable due to timing of cash collections, and $3.0 million in payments for operating lease liabilities.

Cash used in operating activities for the nine months ended October 31, 2019 of $2.0 million primarily related to our net loss of $39.9 million, adjusted for non-cash charges of $26.2 million and net cash inflows of $11.7 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $19.4 million, amortization of our deferred contract costs of $5.5 million, and depreciation and

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amortization of property and equipment of $1.7 million. Changes in operating assets and liabilities reflected cash inflows from a $16.5 million increase in deferred revenue resulting primarily from increased billings for subscriptions, a $5.6 million increase in accrued compensation primarily due to withholdings on the ESPP and increased headcount, a $4.3 million decrease in accounts receivable due to timing of cash collections, and a $1.1 million increase in accounts payable, accrued expenses and other liabilities. These amounts were partially offset by a $10.9 million increase in deferred contract costs due to commissions paid on new bookings and a $4.9 million increase in prepaid expenses and other assets related to prepayments made in advance for future services.

Investing Activities

Cash used in investing activities for the nine months ended October 31, 2020 of $46.0 million consisted of purchases of available-for-sale investments of $153.3 million, cash paid for the Rundeck acquisition, net of cash acquired of $49.7 million, and purchases of property and equipment of $3.4 million primarily to support additional office space for our Atlanta office and purchases of computers for new employees. This was partially offset by proceeds from sales and maturities of investments of $160.7 million.

Cash used in investing activities for the nine months ended October 31, 2019 of $172.7 million consisted of purchases of investments of $178.4 million, and purchases of property and equipment of $3.2 million to support additional office space for our San Francisco and Atlanta offices and purchases of computers for new employees, which were partially offset by proceeds from maturities of held-to-maturity investments of $9.0 million.

Financing Activities

Cash provided by financing activities for the nine months ended October 31, 2020 of $251.9 million consisted primarily of net proceeds of $278.7 million related to the issuance of the Notes, proceeds of $9.7 million from the exercise of stock options. and proceeds from the ESPP of $3.6 million. This was partially offset by purchases of the Capped Calls of $35.7 million.

Cash provided by financing activities for the nine months ended October 31, 2019 of $220.7 million consisted primarily of net proceeds from the initial public offering of $220.1 million, after underwriting discounts and commissions and proceeds from the exercise of stock options and repayment of a promissory note of $6.3 million, partially offset by $5.6 million in payments related to costs associated with our initial public offering.

Contractual Obligations and Commitments

Except for the Notes, there were no material changes during the nine months ended October 31, 2020 to our contractual obligations and other commitments, as disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2020 filed with the SEC on March 19, 2020.

For further information on our commitments and contingencies, refer to Note 11 , “Commitments and Contingencies”, in the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.

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Off-Balance Sheet Arrangements

We do not currently have and, as of October 31, 2020 or during the periods presented, did not have any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates.

Other than as set forth below, there have been no significant changes to our critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020 filed with the SEC on March 19, 2020, that had a material impact on our condensed consolidated financial statements and related notes.

Convertible Senior Notes

The Notes are accounted for in accordance with the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Codification, or ASC, Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component of the instrument is computed by estimating the fair value of a similar liability without the conversion option using a market-based approach. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. The difference between the principal amount and the liability component represents a debt discount that is amortized to interest expense over the respective terms of the Notes using an effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

Business Combinations and Valuation of Goodwill and Intangible Assets

Goodwill is evaluated for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. Goodwill is evaluated for impairment at the consolidated level, as we operate as a single reporting unit.

Acquired intangible assets consist of identifiable intangible assets, including developed technology, customer relationships, and tradename, resulting from our acquisition. Acquired intangible assets are recorded at fair value on

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the date of acquisition and amortized over their estimated useful lives. The carrying amounts of our acquired intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated.

Recent Accounting Pronouncements

For further information on our recently adopted accounting pronouncements, refer to Note 2 , Summary of Significan t Accounting Policies, in the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk as compared to the disclosures in Part II, Item 7A in our Annual Report on Form 10-K for the year ended January 31, 2020, which was filed with the SEC on March 19, 2020, other than interest rate risk as set forth below, and market risk that is created by the global market disruptions and uncertainties resulting from the COVID-19 pandemic. Refer to Item 1A, “Risk Factors”, for further discussion of the possible impact to our business.

Interest Rate Risk

In June 2020, we issued the Notes with an aggregate principal amount of $287.5 million. The Notes have a fixed annual interest rate of 1.25%; accordingly, we do not have economic interest rate exposure on the Notes. However, the fair market value of the Notes is exposed to interest rate risk. Generally, the fair market value of the fixed interest rate of the Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair market value of the Notes fluctuates when the market price of our common stock fluctuates. The fair market value was determined based on the quoted bid price of the Notes in an over-the-counter market on the last trading day of the reporting period. Refer to Note 4 , “Fair Value Measurements ” to our condensed consolidated financial statements for more information.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation and supervision of our chief executive officer and our chief financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended October 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described above.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

Item 1A. Risk Factors

Our business involves significant risks, some of which are described below. You should carefully consider the following risks, together with all of the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Any of the following risks could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our common stock to decline. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

There have been no material changes to the Risk Factors described under "Part I—Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended January 31, 2020 and under “Part II--Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the quarter ended April 30, 2020 and July 31, 2020, other than as set forth below.

We have acquired, and may in the future acquire, other businesses, which could require significant management attention, disrupt our business, or dilute stockholder value.

As part of our business strategy, we have acquired, and may in the future acquire, other companies, employee teams, or technologies to complement or expand our products, obtain personnel, or otherwise grow our business. For example, in the third quarter of fiscal year 2021 we acquired Rundeck, a leading provider of DevOps automation for enterprise. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

We have limited experience making acquisitions. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve the anticipated benefits from such acquisitions, due to a number of factors, including:

•acquisition-related costs, liabilities, or tax impacts, some of which may be unanticipated;

•difficulty integrating and retaining the personnel, intellectual property, technology infrastructure, and operations of an acquired business;

•ineffective or inadequate, controls, procedures, or policies at an acquired business;

•multiple product lines or services offerings, as a result of our acquisitions, that are offered, priced, and supported differently;

•potential unknown liabilities or risks associated with an acquired business, including those arising from existing contractual obligations or litigation matters;

•inability to maintain relationships with key customers, suppliers, and partners of an acquired business;

•lack of experience in new markets, products or technologies;

•diversion of management’s attention from other business concerns; and

•use of resources that are needed in other parts of our business.

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In addition, a significant portion of the purchase consideration of companies we acquire may be allocated to acquired goodwill. We review goodwill for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to record impairment charges based this assessment, which could adversely affect our results of operations.

We may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. If we fail to successfully integrate acquisitions, or the people or technologies associated with those acquisitions, the results of operations of the combined company could be adversely affected. Any integration process will require significant time, resources, and attention from management, and may disrupt the ordinary functioning of our business, and we may not be able to manage the process successfully, which could adversely affect our business, results of operations, and financial condition.

Any acquisition we complete could be viewed negatively by users, developers, partners, or investors, and could have adverse effects on our existing business relationships. In addition, we may not successfully evaluate or utilize acquired technology or accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay a substantial portion of our available cash, incur debt, or issue equity securities to pay for any such acquisitions, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business.

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Item 2. Unregistered Sales of Securities and Use of Proceeds

Use of Proceeds

On April 10, 2019, our registration statement on Form S-1 (File No. 333-230323), was declared effective by the SEC for our IPO of our common stock. There have been no material changes in the planned use of proceeds from our IPO from that described in the final prospectus filed pursuant to Rule 424(b) under the Securities Act and other periodic reports previously filed with the SEC.

Acquisition

As partial consideration for our acquisition of Rundeck, on October 1, 2020 we issued 1,499,651 shares of our common stock to certain former holders of capital stock of Rundeck (the “Holders”).

The issuance of the shares was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act, on the basis that, among other factors: (1) each of the Holders represented that they were an “accredited investor” within the meaning of Rule 501(a) of Regulation D; (2) there was no general solicitation or advertising in connection with the issuance of the shares; (3) each of the Holders represented that such Holders (i) understood that the shares had not been registered under applicable federal and state securities laws, (ii) has the ability to bear the economic risks of their investments, (iii) acquired the shares for investment purposes and not with a view to resale, and (iv) will not sell or otherwise dispose of the shares while they are subject to restricted securities legends in the absence of registration or an applicable exemption from registration requirements; (4) each Holder or their purchaser representative, as applicable, received or had access to required information and had an opportunity to obtain additional information about us a reasonable period of time prior to the issuance of the shares; and (5) appropriate legends were placed upon the book-entry positions representing the shares. A portion of the shares issued to the founders of Rundeck are subject to certain time-based and milestone-based vesting.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Items 3, 4, and 5 are not applicable and have been omitted.

Item 6. Exhibits

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

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EXHIBIT INDEX

Exhibit

Number

Description

Form

File No.

Incorporated by Exhibit Reference

Filing Date

2.1

Agreement and Plan of Reorganization, dated as of September 20, 2020, by and among PagerDuty, Inc., a Delaware corporation, Reef Merger Sub I, Inc., a Delaware corporation, Reef Merger Sub II, LLC, a Delaware limited liability company, Rundeck, Inc., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as securityholder representative

8-K

001-38856

2.1

October 1, 2020

3.1

Amended and Restated Certificate of Incorporation of PagerDuty, Inc.

8-K

001-38856

3.1

April 15, 2019

3.2

Amended and Restated Bylaws of PagerDuty, Inc.

8-K

001-38856

3.2

April 15, 2019

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32.1*

Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Filed herewith

101.SCH

XBRL Taxonomy Extension Schema Document.

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

Filed herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, and 101.PRE).

* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this December 4, 2020.


						PAGERDUTY, INC.

			By:			/s/ Jennifer G. Tejada
						Jennifer G. Tejada
						Chief Executive Officer
						(Principal Executive Officer)

			By:			/s/ Owen Howard Wilson
						Owen Howard Wilson
						Chief Financial Officer
						(Principal Financial Officer)

			By:			/s/ Karen Walker
						Karen Walker
						Senior Vice President, Finance
						(Principal Accounting Officer)