Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 7, 2024

Cloudflare, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39039	27-0805829
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
101 Townsend Street
San Francisco, CA		94107
(Address of principal executive offices)		(Zip code)

(888) 993-5273

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	NET	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 7, 2024, Cloudflare, Inc. (the "Company") reported financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.

The information contained in Items 2.02 and 7.01 of this report, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On November 7, 2024, the Company posted supplemental financial and other information on its investor relations website (https://cloudflare.NET).

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Company’s website (https://www.cloudflare.com), its investor relations website (https://cloudflare.NET), and its news site (https://www.cloudflare.com/press). The Company uses these channels, as well as social media, including its blog (https://blog.cloudflare.com), its X account (@Cloudflare), its Facebook account (@Cloudflare), and its Instagram account (@cloudflare), to communicate with investors and the public about the Company, its products, and other matters. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release Issued by Cloudflare, Inc., dated November 7, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cloudflare, Inc.

Dated: November 7, 2024

By:

/s/ Douglas Kramer

Douglas Kramer

Chief Legal Officer and Secretary

Cloudflare Announces Third Quarter 2024 Financial Results

•Third quarter revenue totaled $430.1 million, representing an increase of 28% year-over-year

•GAAP loss from operations of $30.8 million, or 7% of revenue, and non-GAAP income from operations of $63.5 million, or 15% of revenue

•Operating cash flow of $104.7 million, or 24% of revenue, and free cash flow of $45.3 million, or 11% of revenue

San Francisco, CA, November 7, 2024 — Cloudflare, Inc. (NYSE: NET), the leading connectivity cloud company, today announced financial results for its third quarter ended September 30, 2024.

"I am pleased with our results for the third quarter—exceeding expectations for revenue, operating margin, and free cash flow while also reaching a key inflection point in the transformation of our go-to-market organization. In addition, we added a record 219 large customers and achieved a new milestone—35% of the Fortune 500 are now paying Cloudflare customers,” said Matthew Prince, co-founder & CEO of Cloudflare. “I’m also proud of what we did to support causes even bigger than ourselves—helping to ensure cyber attacks did not play a role in impacting the outcome of the United States 2024 election. We exceeded financial, customer, and innovation milestones, all while protecting both presidential candidates and providing our services, at no cost, to hundreds of government websites in more than half of U.S. states. I want to thank our team for coming to the aid of election officials and campaigns whenever they had a need and for playing a vital role in upholding the democratic process."

Third Quarter Fiscal 2024 Financial Highlights

•Revenue: Total revenue of $430.1 million, representing an increase of 28% year-over-year.

•Gross Profit: GAAP gross profit was $334.1 million, or 77.7% gross margin, compared to $257.5 million, or 76.7%, in the third quarter of 2023. Non-GAAP gross profit was $339.1 million, or 78.8% gross margin, compared to $264.2 million, or 78.7%, in the third quarter of 2023.

•Operating Income (Loss): GAAP loss from operations was $30.8 million, or 7.2% of revenue, compared to $39.2 million, or 11.7% of revenue, in the third quarter of 2023. Non-GAAP income from operations was $63.5 million, or 14.8% of revenue, compared to $42.5 million, or 12.7% of revenue, in the third quarter of 2023.

•Net Income (Loss): GAAP net loss was $15.3 million, compared to $23.5 million in the third quarter of 2023. GAAP net loss per basic and diluted share was $0.04, compared to $0.07 in the third quarter of 2023. Non-GAAP net income was $72.6 million, compared to $55.3 million in the third quarter of 2023. Non-GAAP net income per diluted share was $0.20, compared to $0.16 in the third quarter of 2023.

•Cash Flow: Net cash flow from operating activities was $104.7 million, compared to $68.1 million for the third quarter of 2023. Free cash flow was $45.3 million, or 11% of revenue, compared to $34.9 million, or 10% of revenue, in the third quarter of 2023.

•Cash, cash equivalents, and available-for-sale securities were $1,823.8 million as of September 30, 2024.

The section titled "Non-GAAP Financial Information" below describes our usage of non-GAAP financial measures. Reconciliations between historical GAAP and non-GAAP information are contained at the end of this press release following the accompanying financial data.

Financial Outlook

For the fourth quarter of fiscal 2024, we expect:

•Total revenue of $451.0 to $452.0 million

•Non-GAAP income from operations of $57.0 to $58.0 million

•Non-GAAP net income per share of $0.18, utilizing weighted average common shares outstanding of approximately 360 million

For the full year fiscal 2024, we expect:

•Total revenue of $1,661.0 to $1,662.0 million

•Non-GAAP income from operations of $220.0 to $221.0 million

•Non-GAAP net income per share of $0.74, utilizing weighted average common shares outstanding of approximately 357 million

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

Conference Call Information

Cloudflare will host an investor conference call to discuss its third quarter ended September 30, 2024 earnings results today at 2:00 p.m. Pacific time (5:00 p.m. Eastern time). Interested parties can access the call by dialing (877) 400-4517 from the United States or (332) 251-2620 internationally with conference ID 3723782. A live webcast of the conference call will be accessible from the investor relations website at https://cloudflare.NET. A replay will be available approximately two hours after the conclusion of the live event and will remain available for approximately one year.

Supplemental Financial and Other Information

Supplemental financial and other information can be accessed through the Company’s investor relations website at https://cloudflare.NET.

Non-GAAP Financial Information

Cloudflare believes that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future. For further information regarding why Cloudflare believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the “Explanation of Non-GAAP Financial Measures” section at the end of this press release.

Available Information

Cloudflare intends to use its press releases, website, investor relations website, news site, blog, X account, Facebook account, and Instagram account, in addition to filings made with the Securities and Exchange Commission (SEC) and public conference calls, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “explore,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words, or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. However, not all forward-looking statements contain these identifying words. Forward-looking statements expressed or implied in this press release include, but are not limited to, statements regarding our future financial and operating performance, our reputation and performance in the market, general market trends, our estimated and projected revenue, non-GAAP income from operations and non-GAAP net income per share, shares outstanding, the benefits to customers from using our products, the expected functionality and performance of our products, the demand by customers for our products, our plans and objectives for future operations, growth, initiatives, or strategies, our market opportunity, and comments made by our CEO and others. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: the impact of

adverse macroeconomic conditions, such as inflation, high interest rates, actual or potential bank failures and recessionary concerns, on our and our customers’, vendors’, and partners’ operations and future financial performance; the impact of the conflicts in the Middle East and Ukraine and other areas of geopolitical tension around the world, or any potential worsening or expansion of those conflicts or geopolitical tensions and other geopolitical events such as elections and other governmental changes; our history of net losses; risks associated with managing our rapid growth; our ability to attract and retain new customers (including new large customers); our ability to retain and upgrade paying customers and convert free customers to paying customers; our ability to expand the number of products we sell to paying customers; our ability to effectively increase sales to large customers; our ability to increase brand awareness; our ability to continue to innovate and develop new products and product features; our ability to generate demand for our products; our ability to effectively attract, train, and retain our sales force to be able to sell our existing and new products and product features; our sales team’s productivity; our ability to effectively attract, integrate and retain key personnel; problems with our internal systems, network, or data, including actual or perceived breaches or failures; rapidly evolving technological developments in the market, including advancements in AI; length of our sales cycles and the timing of payments by our customers; activities of our paying and free customers or the content of their websites and other Internet properties that use our network and products; foreign currency fluctuations; changes in the legal, tax, and regulatory environment applicable to our business; and other general market, political, economic, and business conditions. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Quarterly Report on Form 10-Q filed on August 1, 2024, as well as other filings that we may make from time to time with the SEC.

The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

About Cloudflare

Cloudflare, Inc. (NYSE: NET) is the leading connectivity cloud company on a mission to help build a better Internet. It empowers organizations to make their employees, applications and networks faster and more secure everywhere, while reducing complexity and cost. Cloudflare’s connectivity cloud delivers the most full-featured, unified platform of cloud-native products and developer tools, so any organization can gain the control they need to work, develop, and accelerate their business.

Powered by one of the world’s largest and most interconnected networks, Cloudflare blocks billions of threats online for its customers every day. It is trusted by millions of organizations – from the largest brands to entrepreneurs and small businesses to nonprofits, humanitarian groups, and governments across the globe.

Learn more about Cloudflare’s connectivity cloud at cloudflare.com/connectivity-cloud. Learn more about the latest Internet trends and insights at radar.cloudflare.com.

Investor Relations Information

Phil Winslow

ir@cloudflare.com

Press Contact Information

Daniella Vallurupalli

press@cloudflare.com

Source: Cloudflare, Inc.

CLOUDFLARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	430,082	$	335,603	$	1,209,680	$	934,272
Cost of revenue(1)(2)	95,967		78,069		270,016		223,722
Gross profit	334,115		257,534		939,664		710,550
Operating expenses:
Sales and marketing(1)(2)(4)	185,221		150,214		553,824		433,903
Research and development(1)	110,911		90,593		301,161		261,742
General and administrative(1)(3)	68,777		55,939		204,721		157,561
Total operating expenses	364,909		296,746		1,059,706		853,206
Loss from operations	(30,794)		(39,212)		(120,042)		(142,656)
Non-operating income (expense):
Interest income	22,471		17,954		65,438		47,977
Interest expense(5)	(1,433)		(1,138)		(3,751)		(4,803)
Loss on extinguishment of debt	—		—		—		(50,300)
Other income (expense), net	(3,066)		115		(1,673)		(2,269)
Total non-operating income (expense), net	17,972		16,931		60,014		(9,395)
Loss before income taxes	(12,822)		(22,281)		(60,028)		(152,051)
Provision for income taxes	2,509		1,254		5,924		4,033
Net loss	$	(15,331)	$	(23,535)	$	(65,952)	$	(156,084)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.04)	$	(0.07)	$	(0.19)	$	(0.47)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	342,356		334,666		340,539		332,600

____________

(1) Includes stock-based compensation and related employer payroll taxes as follows:


Cost of revenue	$	2,943	$	2,367	$	8,776	$	6,296
Sales and marketing	24,677		20,674		71,081		57,276
Research and development	40,459		36,353		106,545		103,142
General and administrative	23,688		17,463		71,599		43,482
Total stock-based compensation and related employer payroll taxes	$	91,767	$	76,857	$	258,001	$	210,196

(2) Includes amortization of acquired intangible assets as follows:


Cost of revenue	$	2,054	$	4,313	$	8,364	$	12,938
Sales and marketing	363		575		1,301		1,725
Total amortization of acquired intangible assets	$	2,417	$	4,888	$	9,665	$	14,663

(3) Includes acquisition-related and other expenses as follows:


General and administrative	$	78	$	—	$	240	$	—
Total acquisition-related and other expenses	$	78	$	—	$	240	$	—

(4) Includes one-time compensation charge as follows:


Sales and marketing	$	—	$	—	$	15,000	$	—
Total one-time compensation charge	$	—	$	—	$	15,000	$	—

(5) Includes amortization of debt issuance costs as follows:


Interest expense	$	990	$	1,059	$	2,970	$	3,529
Total amortization of debt issuance costs	$	990	$	1,059	$	2,970	$	3,529

CLOUDFLARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

(unaudited)


	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	182,883	$	86,864
Available-for-sale securities	1,640,963		1,586,880
Accounts receivable, net	252,927		248,268
Contract assets	13,458		11,041
Restricted cash short-term	1,000		2,522
Prepaid expenses and other current assets	72,647		47,502
Total current assets	2,163,878		1,983,077
Property and equipment, net	396,552		322,813
Goodwill	157,200		148,047
Acquired intangible assets, net	19,247		19,564
Operating lease right-of-use assets	151,513		138,556
Deferred contract acquisition costs, noncurrent	152,380		133,236
Restricted cash	2,023		1,838
Other noncurrent assets	19,953		12,636
Total assets	$	3,062,746	$	2,759,767
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	74,110	$	53,727
Accrued expenses and other current liabilities	68,885		63,597
Accrued compensation	65,797		63,801
Operating lease liabilities	43,028		38,351

Deferred revenue	389,795		347,608

Total current liabilities	641,615		567,084
Convertible senior notes, net	1,286,332		1,283,362
Operating lease liabilities, noncurrent	121,374		113,490
Deferred revenue, noncurrent	21,990		17,244
Other noncurrent liabilities	18,345		15,540
Total liabilities	2,089,656		1,996,720



Stockholders’ Equity
Class A common stock; $0.001 par value; 2,250,000 shares authorized as of September 30, 2024 and December 31, 2023; 305,386 and 298,089 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	305		297
Class B common stock; $0.001 par value; 315,000 shares authorized as of September 30, 2024 and December 31, 2023; 37,661 and 39,443 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	37		40
Additional paid-in capital	2,046,593		1,784,566
Accumulated deficit	(1,089,792)		(1,023,840)
Accumulated other comprehensive income	15,947		1,984
Total stockholders’ equity	973,090		763,047
Total liabilities and stockholders’ equity	$	3,062,746	$	2,759,767

CLOUDFLARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash Flows from Operating Activities
Net loss	$	(65,952)	$	(156,084)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization expense	91,476		99,640
Non-cash operating lease costs	35,624		32,899
Amortization of deferred contract acquisition costs	56,707		44,757
Stock-based compensation expense	243,969		199,565
Amortization of debt issuance costs	2,970		3,529
Net accretion of discounts and amortization of premiums on available-for-sale securities	(33,980)		(31,039)
Deferred income taxes	(1,338)		(588)
Provision for bad debt	7,357		9,527
Loss on extinguishment of debt	—		50,300

Other	361		713
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net	(12,016)		(60,451)
Contract assets	(2,417)		(3,397)
Deferred contract acquisition costs	(75,851)		(66,766)
Prepaid expenses and other current assets	(25,313)		(17,115)
Other noncurrent assets	621		(1,189)
Accounts payable	7,817		5,252
Accrued expenses and other current liabilities	11,316		8,378

Operating lease liabilities	(36,020)		(31,096)
Deferred revenue	46,933		81,075

Other noncurrent liabilities	857		1,055
Net cash provided by operating activities	253,121		168,965
Cash Flows from Investing Activities
Purchases of property and equipment	(111,884)		(83,580)
Capitalized internal-use software	(22,076)		(16,637)
Asset acquisitions and business combinations, net of cash acquired	(15,015)		—
Purchases of available-for-sale securities	(1,187,287)		(1,293,014)
Sales of available-for-sale securities	—		20,248
Maturities of available-for-sale securities	1,173,041		1,288,364
Other investing activities	29		65

Net cash used in investing activities	(163,192)		(84,554)
Cash Flows from Financing Activities





Repayments of convertible senior notes	—		(207,649)
Cash paid for issuance costs on revolving credit facility	(2,148)		—
Proceeds from the exercise of stock options	9,031		11,384
Proceeds from the early exercise of stock options	6		—
Repurchases of unvested common stock	—		(34)

Proceeds from the issuance of common stock for employee stock purchase plan	10,455		10,450

Payment of tax withholding obligation on RSU settlement	(12,591)		(5,643)
Payment of indemnity holdback	—		(10,483)
Net cash provided by (used in) financing activities	4,753		(201,975)
Net increase (decrease) in cash, cash equivalents, and restricted cash	94,682		(117,564)
Cash, cash equivalents, and restricted cash, beginning of period	91,224		215,204
Cash, cash equivalents, and restricted cash, end of period	$	185,906	$	97,640

CLOUDFLARE, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Reconciliation of cost of revenue:
GAAP cost of revenue	$	95,967	$	78,069	$	270,016	$	223,722
Less: Stock-based compensation and related employer payroll taxes	(2,943)		(2,367)		(8,776)		(6,296)
Less: Amortization of acquired intangible assets	(2,054)		(4,313)		(8,364)		(12,938)
Non-GAAP cost of revenue	$	90,970	$	71,389	$	252,876	$	204,488
Reconciliation of gross profit:
GAAP gross profit	$	334,115	$	257,534	$	939,664	$	710,550
Add: Stock-based compensation and related employer payroll taxes	2,943		2,367		8,776		6,296
Add: Amortization of acquired intangible assets	2,054		4,313		8,364		12,938
Non-GAAP gross profit	$	339,112	$	264,214	$	956,804	$	729,784
GAAP gross margin	77.7%		76.7%		77.7%		76.1%
Non-GAAP gross margin	78.8%		78.7%		79.1%		78.1%
Reconciliation of operating expenses:
GAAP sales and marketing	$	185,221	$	150,214	$	553,824	$	433,903
Less: Stock-based compensation and related employer payroll taxes	(24,677)		(20,674)		(71,081)		(57,276)
Less: Amortization of acquired intangible assets	(363)		(575)		(1,301)		(1,725)
Less: One-time compensation charge	—		—		(15,000)		—

Non-GAAP sales and marketing	$	160,181	$	128,965	$	466,442	$	374,902
GAAP research and development	$	110,911	$	90,593	$	301,161	$	261,742
Less: Stock-based compensation and related employer payroll taxes	(40,459)		(36,353)		(106,545)		(103,142)

Non-GAAP research and development	$	70,452	$	54,240	$	194,616	$	158,600
GAAP general and administrative	$	68,777	$	55,939	$	204,721	$	157,561
Less: Stock-based compensation and related employer payroll taxes	(23,688)		(17,463)		(71,599)		(43,482)
Less: Acquisition-related and other expenses	(78)		—		(240)		—
Non-GAAP general and administrative	$	45,011	$	38,476	$	132,882	$	114,079
Reconciliation of income (loss) from operations:
GAAP loss from operations	$	(30,794)	$	(39,212)	$	(120,042)	$	(142,656)
Add: Stock-based compensation and related employer payroll taxes	91,767		76,857		258,001		210,196
Add: Amortization of acquired intangible assets	2,417		4,888		9,665		14,663
Add: Acquisition-related and other expenses	78		—		240		—
Add: One-time compensation charge	—		—		15,000		—
Non-GAAP income from operations	$	63,468	$	42,533	$	162,864	$	82,203
GAAP operating margin	(7.2)%		(11.7)%		(9.9)%		(15.3)%
Non-GAAP operating margin	14.8%		12.7%		13.5%		8.8%

CLOUDFLARE, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Reconciliation of interest expense:
GAAP interest expense	$	(1,433)	$	(1,138)	$	(3,751)	$	(4,803)
Add: Amortization of debt issuance costs	990		1,059		2,970		3,529
Non-GAAP interest expense	$	(443)	$	(79)	$	(781)	$	(1,274)
Reconciliation of loss on extinguishment of debt:
GAAP loss on extinguishment of debt	$	—	$	—	$	—	$	(50,300)
Add: Loss on extinguishment of debt	—		—		—		50,300
Non-GAAP loss on extinguishment of debt	$	—	$	—	$	—	$	—
Reconciliation of provision for income taxes:
GAAP provision for income taxes	$	2,509	$	1,254	$	5,924	$	4,033
Income tax effect of non-GAAP adjustments	7,346		4,005		19,718		6,454
Non-GAAP provision for income taxes	$	9,855	$	5,259	$	25,642	$	10,487
Reconciliation of net income (loss) and net income (loss) per share:
GAAP net loss attributable to common stockholders	$	(15,331)	$	(23,535)	$	(65,952)	$	(156,084)
Add: Stock-based compensation and related employer payroll taxes	91,767		76,857		258,001		210,196
Add: Amortization of acquired intangible assets	2,417		4,888		9,665		14,663
Add: Acquisition-related and other expenses	78		—		240		—
Add: One-time compensation charge	—		—		15,000		—
Add: Amortization of debt issuance costs	990		1,059		2,970		3,529
Add: Loss on extinguishment of debt	—		—		—		50,300
Income tax effect of non-GAAP adjustments	(7,346)		(4,005)		(19,718)		(6,454)
Non-GAAP net income	$	72,575	$	55,264	$	200,206	$	116,150

GAAP net loss per share, basic	$	(0.04)	$	(0.07)	$	(0.19)	$	(0.47)

GAAP net loss per share, diluted	$	(0.04)	$	(0.07)	$	(0.19)	$	(0.47)
Add: Stock-based compensation and related employer payroll taxes	0.27		0.23		0.76		0.63
Add: Amortization of acquired intangible assets	0.01		0.01		0.03		0.04
Add: Acquisition-related and other expenses	—		—		—		—
Add: One-time compensation charge	—		—		0.04		—
Add: Amortization of debt issuance costs	—		—		0.01		0.01
Add: Loss on extinguishment of debt	—		—		—		0.15
Income tax effect of non-GAAP adjustment	(0.02)		(0.01)		(0.06)		(0.02)
Effect of dilutive shares	(0.02)		—		(0.03)		—
Non-GAAP net income per share, diluted(1)(2)	$	0.20	$	0.16	$	0.56	$	0.34

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	342,356		334,666		340,539		332,600
Weighted-average shares used in computing non-GAAP net income per share attributable to common stockholders, diluted(2)	356,855		351,709		356,789		343,432

____________

(1) Totals may not sum due to rounding. Figures are calculated based upon the respective underlying non-rounded data.
(2) For the period in which we had non-GAAP net income, diluted non-GAAP net income per share is calculated using weighted-average shares, adjusted for dilutive potential shares that were assumed outstanding during period.

CLOUDFLARE, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Free cash flow
Net cash provided by operating activities	$	104,727		$	68,100		$	253,121		$	168,965
Less: Purchases of property and equipment	(50,203)			(27,291)			(111,884)			(83,580)
Less: Capitalized internal-use software	(9,245)			(5,934)			(22,076)			(16,637)
Free cash flow	$	45,279		$	34,875		$	119,161		$	68,748
Net cash used in investing activities	$	(76,400)		$	(100,229)		$	(163,192)		$	(84,554)
Net cash provided by (used in) financing activities	$	(2,411)		$	(34,610)		$	4,753		$	(201,975)
Net cash provided by operating activities (percentage of revenue)	24		%	20		%	21		%	18		%
Less: Purchases of property and equipment (percentage of revenue)	(11)		%	(8)		%	(9)		%	(9)		%
Less: Capitalized internal-use software (percentage of revenue)	(2)		%	(2)		%	(2)		%	(2)		%
Free cash flow margin(1)	11		%	10		%	10		%	7		%

____________

(1) Totals may not sum due to rounding. Figures are calculated based upon the respective underlying non-rounded data.

Explanation of Non-GAAP Financial Measures

In addition to our results determined in accordance with generally accepted accounting principles in the United States (U.S. GAAP), we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information 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. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In particular, free cash flow is not a substitute for cash provided by operating activities. Additionally, the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided above for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Items Excluded from Non-GAAP Measures. We exclude stock-based compensation expense, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude employer payroll tax expenses related to stock-based compensation, which is a cash expense, from certain of our non-GAAP financial measures because such expenses are dependent on the price of our Class A common stock and other factors that are beyond our control and do not correlate to the operation of our business. We exclude amortization of acquired intangible assets, which is a non-cash expense, related to business combinations from certain of our non-GAAP financial measures because such expenses are related to business combinations and have no direct correlation to the operation of our business. We exclude acquisition-related and other expenses from certain of our non-GAAP financial measures because such expenses are related to business combinations and have no direct correlation to the operation of our business. Acquisition-related and other expenses can be cash or non-cash expenses and include third-party transaction costs and compensation expense for key acquired personnel. We also excluded the one-time cash compensation charge incurred during the three months ended March 31, 2024 from certain of our non-GAAP financial measures because it was not attributable to services provided and did not correlate to the ongoing operation of our business. We exclude amortization of debt issuance costs and loss on extinguishment of debt, which are non-cash expenses, from certain of our non-GAAP financial measures because such expenses have no direct correlation to the operation of our business.

Non-GAAP Gross Profit and Non-GAAP Gross Margin. We define non-GAAP gross profit and non-GAAP gross margin as U.S. GAAP gross profit and U.S. GAAP gross margin, respectively, excluding stock-based compensation and related employer payroll taxes and amortization of acquired intangible assets.

Non-GAAP Income from Operations and Non-GAAP Operating Margin. We define non-GAAP income from operations and non-GAAP operating margin as U.S. GAAP loss from operations and U.S. GAAP operating margin, respectively, excluding stock-based compensation expense and its related employer payroll taxes, amortization of acquired intangible assets, acquisition-related and other expenses.

Non-GAAP Net Income and Non-GAAP Net Income per Share, Diluted. We define non-GAAP net income as GAAP net income (loss) adjusted for stock-based compensation expense and its related employer payroll taxes, amortization of acquired intangible assets, acquisition-related and other expenses, amortization of issuance costs, loss on extinguishment of debt, and a non-GAAP provision for (benefit from) income taxes. Generally, the difference between our GAAP and non-GAAP income tax expense (benefit) is primarily due to adjustments in stock-based compensation and related employer payroll taxes, amortization of acquired intangibles associated with business combinations, acquisition-related and other expenses, and amortization of issuance costs. We define non-GAAP net income per share, diluted, as non-GAAP net income divided by the weighted-average common shares outstanding, adjusted for dilutive potential shares that were assumed outstanding during period. Currently, potential dilutive effect mainly consists of employee equity incentive plans and convertible senior notes. We believe that excluding these items from non-GAAP net income per share, diluted, provides management and investors with greater visibility into the underlying performance of our core business operating results.

Free Cash Flow and Free Cash Flow Margin. Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less cash used for purchases of property and equipment and capitalized internal-use software. Free cash flow margin is calculated as free cash flow divided by revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors about the amount of cash generated from our operations that, after the investments in property and equipment and capitalized internal-use

software, can be used for strategic initiatives, including investing in our business, and strengthening our financial position. We believe that historical and future trends in free cash flow and free cash flow margin, even if negative, provide useful information about the amount of cash generated by our operating activities that is available (or not available) to be used for strategic initiatives. For example, if free cash flow is negative, we may need to access cash reserves or other sources of capital to invest in strategic initiatives. One limitation of free cash flow and free cash flow margin is that they do not reflect our future contractual commitments. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period.

Document and Entity Information Document	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	Cloudflare, Inc.
Entity Central Index Key	0001477333
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39039
Entity Tax Identification Number	27-0805829
Entity Address, Address Line One	101 Townsend Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	888
Local Phone Number	993-5273
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	NET
Security Exchange Name	NYSE
Entity Emerging Growth Company	false