TWILIO INC
For the period ended Jun 6, 2024. Filed Apr 26, 2024.
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Jun 6, 2024 · Filed Apr 26, 2024
Contents
APPENDIX BB-1
APPENDIX B
NON-GAAP Financial Measures
Non-GAAP Financial Measures
In addition to financial information presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this proxy statement includes certain non-GAAP financial measures described below. We use these non-GAAP financial measures to evaluate our ongoing operations, for internal planning and forecasting purposes, and to set targets for our employee compensation programs. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered substitutes for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies.
Non-GAAP Income (Loss) from Operations
For the periods presented, we define non-GAAP income (loss) from operations (which is also referred to as “non-GAAP operating profit” and “non-GAAP operating income”) as GAAP income (loss) from operations adjusted to exclude, as applicable, stock-based compensation, amortization of acquired intangibles, loss on net assets divested, acquisition and divestiture related expenses, payroll taxes related to stock-based compensation, charitable contributions, restructuring costs, and impairment of long-lived assets. Segment-level non-GAAP income (loss) from operations is calculated using the same methodology, but using (and excluding, as applicable) only revenue and expenses attributable to the applicable segment.
Organic Revenue
For the periods presented, we define organic revenue as GAAP revenue, excluding (i) revenue from each acquired business and revenue from application-to-person (“A2P”) 10DLC fees imposed by major U.S. carriers on our core messaging business, in each case until the beginning of the first full quarter following the one-year anniversary of the closing date of such acquisition or the initial date such fees were charged and (ii) revenue from each divested business beginning in the quarter of the closing date of such divestiture; provided that (a) if an acquisition closes or such fees are initially charged on the first day of a quarter, such revenue will be included in organic revenue beginning on the one-year anniversary of the closing date of such acquisition or the initial date such fees were charged and (b) if a divestiture closes on the last day of a quarter, such revenue will be included in organic revenue for that quarter. A2P 10DLC fees are fees imposed by U.S. mobile carriers for A2P SMS messages delivered to its subscribers, and we pass these fees to our messaging customers at cost. Segment-level organic revenue is calculated using the same methodology, but using (and excluding, as applicable) only revenue attributable to the applicable segment.
Organic Revenue Growth
For the periods presented, we calculate organic revenue growth by dividing (i) organic revenue for the period presented less organic revenue in the corresponding period in the prior year by (ii) organic revenue in the corresponding period in the prior year. If revenue from certain acquisitions, divestitures or A2P 10DLC fees is included in organic revenue in the period presented, then revenue from the same acquisitions, divestitures and A2P 10DLC fees is included in organic revenue in the corresponding period in the prior year for purposes of the denominator in the organic revenue growth calculation. As a result, the denominator used in this calculation will not always equal the organic revenue reported for the prior period. Segment-level organic revenue growth is calculated using the same methodology, but using (and excluding, as applicable) only revenue attributable to the applicable segment.
Free Cash Flow
For the periods presented, we calculate free cash flow as net cash provided by (used in) operating activities, excluding capitalized software development costs and purchases of long-lived and intangible assets.
| 2024 Proxy Statement | | | Twilio Inc. B-1 |
|---|
| APPENDIX BNON-GAAP Financial Measures | | |
|---|
Reconciliation of Non-GAAP Financial Measures to GAAP
Non-GAAP Income (Loss) from Operations to Income (Loss) from Operations
| · · · Year Ended December 31 · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · 2023 · · · 2022 · | ||||||||
| · · · (in thousands) · | ||||||||
| | GAAP loss from operations | | | $(876,541) | | | $(1,205,308) | |
| | Non-GAAP adjustments: | | | — | | | — | |
| | Stock-based compensation | | | 662,842 | | | 784,285 | |
| | Amortization of acquired intangibles | | | 192,307 | | | 206,181 | |
| | Acquisition and divestiture related expenses | | | 5,555 | | | 2,621 | |
| | Charitable contributions | | | 17,346 | | | 9,541 | |
| | Payroll taxes related to stock-based compensation | | | 12,985 | | | 23,832 | |
| | Loss on net assets divested | | | 32,277 | | | — | |
| | Restructuring costs | | | 165,733 | | | 76,636 | |
| | Impairment of long-lived assets | | | 320,504 | | | 97,722 | |
| | Non-GAAP income (loss) from operations | | | $533,008 | | | $(4,490) | |
Organic Revenue and Organic Revenue Growth to Revenue and Revenue Growth
| · · · Year Ended December 31 · | |||||
|---|---|---|---|---|---|
| · · · 2023 · | |||||
| · · · (in thousands) · | |||||
| | GAAP Revenue | | | $4,153,945 | |
| | Less: Acquisition revenue | | | 2,088 | |
| | Less: A2P 10DLC revenue | | | — | |
| | Less: Divestiture revenue | | | 6,142 | |
| | Organic revenue | | | $4,145,715 | |
| | GAAP revenue growth | | | 9% | |
| | Organic revenue growth | | | 10%(1) | |
| (1) | Organic revenue for the year ended December 31, 2022, when used as the denominator for organic revenue growth for the year ended December 31, 2023 excludes $1 million of acquisition revenue and $66 million of divestiture revenue. Revenue for the year ended December 31, 2022 was $3,826 million. |
| B-2 Twilio Inc. | | | 2024 Proxy Statement |
|---|
| | | APPENDIX BNON-GAAP Financial Measures |
Communications Organic Revenue and Communications Organic Revenue Growth to Communications Revenue and Communications Revenue Growth
| · · · Year Ended December 31 · | |||||
|---|---|---|---|---|---|
| · · · 2023 · | |||||
| · · · (in thousands) · | |||||
| | GAAP Communications Revenue | | | $3,858,693 | |
| | Less: Acquisition revenue | | | 2,088 | |
| | Less: Divestiture revenue | | | 6,142 | |
| | Communications organic revenue | | | $3,850,463 | |
| | GAAP Communications revenue growth | | | 9% | |
| | Communications organic revenue growth | | | 11%(1) | |
| (1) | Communications organic revenue for the year ended December 31, 2022, when used as the denominator for Communications organic revenue growth for the year ended December 31, 2023, excludes $1 million of acquisition revenue and $66 million of divestiture revenue. Communications revenue for the year ended December 31, 2022 was $3,550 million. |
Free Cash Flow to Net Cash Provided by (Used In) Operating Activities
| · · · Year Ended December 31 · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · 2023 · · · 2022 · | ||||||||
| · · · (in thousands) · | ||||||||
| | Net cash provided by (used in) operating activities | | | $414,752 | | | $(254,368) | |
| | Less: Capitalized software development costs | | | 39,925 | | | 45,761 | |
| | Less: Purchase of long-lived and intangible assets | | | 11,310 | | | 34,421 | |
| | Free cash flow | | | $363,517 | | | $(334,550) | |
| 2024 Proxy Statement | | | Twilio Inc. B-3 |
|---|
| APPENDIX BNON-GAAP Financial Measures | | |
|---|
Segment Operating Results
| · · · Year Ended December 31 · | |||||
|---|---|---|---|---|---|
| · · · 2023 · | |||||
| · · · (in thousands) · | |||||
| · Revenue: · · · | |||||
| | Communications | | | $3,858,693 | |
| | Segment | | | 295,252 | |
| | Total | | | $4,153,945 | |
| | Non-GAAP income (loss) from operations: | | | | |
| | Communications | | | $841,990 | |
| | Segment | | | (72,430) | |
| | Corporate costs | | | (236,552) | |
| | Total | | | $533,008 | |
| | Reconciliation of non-GAAP income (loss) from operations to loss from operations: | | | | |
| | Total non-GAAP income (loss) from operations | | | $533,008 | |
| | Stock-based compensation | | | (662,842) | |
| | Amortization of acquired intangibles | | | (192,307) | |
| | Acquisition and divestiture related expenses | | | (5,555) | |
| | Loss on net assets divested | | | (32,277) | |
| | Payroll taxes related to stock-based compensation | | | (12,985) | |
| | Charitable contributions | | | (17,346) | |
| | Restructuring costs | | | (165,733) | |
| | Impairment of long-lived assets | | | (320,504) | |
| | Loss from operations | | | (876,541) | |
| | Other expenses, net | | | (120,188) | |
| | Loss before provision for income taxes | | | $(996,729) | |
| B-4 Twilio Inc. | | | 2024 Proxy Statement |
|---|
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