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): August 8, 2023
(Exact name of registrant as specified in its charter)
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
1-800 -961-4454
(Registrant's telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 August 8, 2023, Rackspace Technology, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information contained in this report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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SIGNATURES
Pursuant to the requirements 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.
| RACKSPACE TECHNOLOGY, INC. | ||||||||||||||
| Date: | August 8, 2023 | By: | /s/ Naushaza “Bobby” Molu | |||||||||||
| Naushaza “Bobby” Molu | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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Exhibit 99.1
Rackspace Technology Reports Second Quarter 2023 Results
•Revenue of $746 million in the Second Quarter, down 3% Year-over-Year
•Public Cloud Revenue grew 3% Year-over-Year to $435 million
•Private Cloud Revenue was $311 million, down 11% Year-over-Year
•Second Quarter 2023 Cash Flow from Operating Activities was $38 million; Cash Flow From Operating Activities was $134 million on a Trailing-Twelve-Month Basis
SAN ANTONIO, August 8, 2023 – Rackspace Technology, Inc. (Nasdaq: RXT), a leading end-to-end multicloud technology solutions company, today announced results for its second quarter ended June 30, 2023.
Amar Maletira, Chief Executive Officer, stated, “I am pleased that we exceeded guidance in the second quarter for both revenue and EPS. We are already seeing the benefits of organizing into two separate business units with early signs of progress achieved to date.”
Mr. Maletira added, “In June, we launched Foundry for AI by Rackspace (FAIR™), a global spin up dedicated to accelerating the adoption of generative AI solutions across all industries. This is an exciting opportunity where we are leveraging our existing offerings and capabilities to help customers benefit from this revolutionary technology.”
Second Quarter 2023 Results
Revenue was $746 million in the second quarter of 2023, a decrease of 3% on both a reported and constant currency basis as compared to revenue of $772 million in the second quarter of 2022.
Public Cloud revenue was $435 million in the second quarter of 2023, an increase of 3% on both a reported and constant currency basis as compared to revenue of $422 million in the second quarter of 2022.
Private Cloud revenue was $311 million in the second quarter of 2023, a decrease of 11% on both a reported and constant currency basis as compared to revenue of $350 million in the second quarter of 2022.
Loss from operations was $(64) million in the second quarter of 2023, compared to income from operations of $4 million in the second quarter of 2022.
Net loss was $(27) million in the second quarter of 2023, compared to net loss of $(41) million in the second quarter of 2022.
Net loss per diluted share was $(0.13) in the second quarter of 2023, compared to net loss per diluted share of $(0.19) in the second quarter of 2022.
Non-GAAP Operating Profit was $39 million in the second quarter of 2023, a decrease of 60% compared to $99 million in the second quarter of 2022.
Non-GAAP Loss Per Share was $(0.06) in the second quarter of 2023, a decrease of 135% as compared to Non-GAAP Earnings Per Share of $0.17 in the second quarter of 2022.
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Capital expenditures were $45 million in the second quarter of 2023, compared to $37 million in the second quarter of 2022.
As of June 30, 2023, we had cash and cash equivalents of $160 million with $50 million outstanding on our Revolving Credit Facility ($325 million of undrawn commitments).
Financial Outlook
Rackspace Technology is providing guidance as follows:
| Q3 2023 Guidance | |||||
| Total Revenue | $722 - $732 million | ||||
| Public Cloud Revenue | $428 - $433 million | ||||
| Private Cloud Revenue | $294 - $299 million | ||||
| Non-GAAP Operating Profit | $43 - $47 million | ||||
| Non-GAAP Loss Per Share | $(0.06) - $(0.04) | ||||
Non-GAAP Other Income (Expense)1 | $(58) – $(60) million | ||||
| Non-GAAP Tax Expense Rate | 26 | % | |||
| Non-GAAP Weighted Average Shares | 215 – 217 million | ||||
1 Non-GAAP Other Income (Expense) is only expected to include interest expense.
-2-
Definitions of non-GAAP financial measures and the reconciliations to the most directly comparable measures in accordance with generally accepted accounting principles in the United States (“GAAP”) are provided in subsequent sections of this press release narrative and supplemental schedules. Rackspace Technology has not reconciled Non-GAAP Operating Profit, Non-GAAP Loss Per Share, Non-GAAP Other Income (Expense) or Non-GAAP Tax Expense Rate guidance to the most directly comparable GAAP measure because it does not provide guidance on GAAP net income (loss) or the reconciling items between these Non-GAAP measures and GAAP net income (loss) as a result of the uncertainty regarding, and the potential variability of, certain of these items, such as share-based compensation expense. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort. With respect to Non-GAAP Operating Profit, Non-GAAP Loss Per Share, Non-GAAP Other Income (Expense) and Non-GAAP Tax Expense Rate guidance, adjustments in future periods are generally expected to be similar to the kinds of charges and costs excluded from these Non-GAAP measures in prior periods, but the impact of such adjustments could be significant.
Conference Call and Webcast
Rackspace Technology will hold a conference call today, August 8, 2023, at 4:00pm CT / 5:00pm ET to discuss its second quarter 2023 results. Interested parties may access the conference call as follows:
To listen to the live webcast or access the replay following the webcast, please visit our IR website at the following link: https://ir.rackspace.com/news-and-events/events-and-presentations.
To obtain a dial-in number, please pre-register at the following link: https://register.vevent.com/register/BI52886700557a4b27b0e2699ea93a18b0. All registrants will receive dial-in information and a PIN allowing them to access the live call.
About Rackspace Technology
Rackspace Technology is a leading end-to-end multicloud technology services company. We can design, build and operate our customers’ cloud environments across all major technology platforms, irrespective of technology stack or deployment model. We partner with our customers at every stage of their cloud journey, enabling them to modernize applications, build new products and adopt innovative technologies.
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Forward-looking Statements
Rackspace Technology has made statements in this press release and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. Any forward-looking statement made in this presentation speaks only as of the date on which it is made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. Rackspace Technology cautions that these statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document, including among others, risk factors that are described in Rackspace Technology, Inc.’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.
Non-GAAP Financial Measures
This press release includes several non-GAAP financial measures such as constant currency revenue, Non-GAAP Gross Profit, Non-GAAP Net Income (Loss), Non-GAAP Operating Profit, Adjusted EBITDA and Non-GAAP Earnings (Loss) Per Share. These non-GAAP financial measures exclude the impact of certain costs, losses and gains that are required to be included in our profit and loss measures under GAAP. Although we believe these measures are useful to investors and analysts for the same reasons they are useful to management, as described in the accompanying pages, these measures are not a substitute for, or superior to, GAAP financial measures or disclosures. Other companies may calculate similarly-titled non-GAAP measures differently, limiting their usefulness as comparative measures. We have reconciled each of these non-GAAP measures to the applicable most comparable GAAP measure in the accompanying pages.
IR Contact
Sagar Hebbar
Rackspace Technology Investor Relations
ir@rackspace.com
PR Contact
Natalie Silva
Rackspace Technology Corporate Communications
publicrelations@rackspace.com
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RACKSPACE TECHNOLOGY, INC.
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Year-Over-Year Comparison | ||||||||||||||||||||||||||||||||||
| 2022 | 2023 | ||||||||||||||||||||||||||||||||||
| (In millions, except % and per share data) | Amount | % Revenue | Amount | % Revenue | Amount | % Change | |||||||||||||||||||||||||||||
| Revenue | $ | 772.2 | 100.0 | % | $ | 746.3 | 100.0 | % | $ | (25.9) | (3.4) | % | |||||||||||||||||||||||
| Cost of revenue | (548.2) | (71.0) | % | (593.2) | (79.5) | % | (45.0) | 8.2 | % | ||||||||||||||||||||||||||
| Gross profit | 224.0 | 29.0 | % | 153.1 | 20.5 | % | (70.9) | (31.7) | % | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | (220.0) | (28.5) | % | (216.9) | (29.1) | % | 3.1 | (1.4) | % | ||||||||||||||||||||||||||
| Income (loss) from operations | 4.0 | 0.5 | % | (63.8) | (8.5) | % | (67.8) | NM | |||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense | (50.5) | (6.5) | % | (57.3) | (7.7) | % | (6.8) | 13.5 | % | ||||||||||||||||||||||||||
| Gain (loss) on investments, net | (0.2) | (0.0) | % | 0.1 | 0.0 | % | 0.3 | NM | |||||||||||||||||||||||||||
| Gain on debt extinguishment | — | — | % | 94.9 | 12.7 | % | 94.9 | 100.0 | % | ||||||||||||||||||||||||||
| Other income (expense), net | (5.9) | (0.8) | % | 0.2 | 0.0 | % | 6.1 | NM | |||||||||||||||||||||||||||
| Total other income (expense) | (56.6) | (7.3) | % | 37.9 | 5.1 | % | 94.5 | NM | |||||||||||||||||||||||||||
| Loss before income taxes | (52.6) | (6.8) | % | (25.9) | (3.5) | % | 26.7 | (50.8) | % | ||||||||||||||||||||||||||
| Benefit (provision) for income taxes | 12.0 | 1.6 | % | (1.3) | (0.2) | % | (13.3) | NM | |||||||||||||||||||||||||||
| Net loss | $ | (40.6) | (5.2) | % | $ | (27.2) | (3.6) | % | $ | 13.4 | (33.0) | % | |||||||||||||||||||||||
| Net loss per share: | |||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | (0.19) | $ | (0.13) | |||||||||||||||||||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic and diluted | 209.5 | 215.1 | |||||||||||||||||||||||||||||||||
NM = not meaningful.
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RACKSPACE TECHNOLOGY, INC.
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
| Six Months Ended June 30, | Year-Over-Year Comparison | ||||||||||||||||||||||||||||||||||
| 2022 | 2023 | ||||||||||||||||||||||||||||||||||
| (In millions, except % and per share data) | Amount | % Revenue | Amount | % Revenue | Amount | % Change | |||||||||||||||||||||||||||||
| Revenue | $ | 1,547.7 | 100.0 | % | $ | 1,505.0 | 100.0 | % | $ | (42.7) | (2.8) | % | |||||||||||||||||||||||
| Cost of revenue | (1,097.7) | (70.9) | % | (1,182.3) | (78.6) | % | (84.6) | 7.7 | % | ||||||||||||||||||||||||||
| Gross profit | 450.0 | 29.1 | % | 322.7 | 21.4 | % | (127.3) | (28.3) | % | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | (425.1) | (27.5) | % | (424.4) | (28.2) | % | 0.7 | (0.2) | % | ||||||||||||||||||||||||||
| Impairment of goodwill | — | — | % | (543.1) | (36.1) | % | (543.1) | 100.0 | % | ||||||||||||||||||||||||||
| Income (loss) from operations | 24.9 | 1.6 | % | (644.8) | (42.8) | % | (669.7) | NM | |||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense | (100.6) | (6.5) | % | (114.2) | (7.6) | % | (13.6) | 13.5 | % | ||||||||||||||||||||||||||
| Gain (loss) on investments, net | (0.3) | (0.0) | % | 0.2 | 0.0 | % | 0.5 | NM | |||||||||||||||||||||||||||
| Gain on debt extinguishment | — | — | % | 107.7 | 7.2 | % | 107.7 | 100.0 | % | ||||||||||||||||||||||||||
| Other income (expense), net | (9.5) | (0.6) | % | 2.3 | 0.2 | % | 11.8 | NM | |||||||||||||||||||||||||||
| Total other income (expense) | (110.4) | (7.1) | % | (4.0) | (0.3) | % | 106.4 | (96.4) | % | ||||||||||||||||||||||||||
| Loss before income taxes | (85.5) | (5.5) | % | (648.8) | (43.1) | % | (563.3) | NM | |||||||||||||||||||||||||||
| Benefit for income taxes | 6.4 | 0.4 | % | 9.6 | 0.6 | % | 3.2 | 50.0 | % | ||||||||||||||||||||||||||
| Net loss | $ | (79.1) | (5.1) | % | $ | (639.2) | (42.5) | % | $ | (560.1) | NM | ||||||||||||||||||||||||
| Net loss per share: | |||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | (0.38) | $ | (2.98) | |||||||||||||||||||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic and diluted | 210.5 | 214.2 | |||||||||||||||||||||||||||||||||
NM = not meaningful.
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RACKSPACE TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In millions, except per share data) | December 31, 2022 | June 30, 2023 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 228.4 | $ | 159.9 | ||||||||||
| Accounts receivable, net allowance for credit losses and accrued customer credits of $24.6 and $22.9, respectively | 622.2 | 543.8 | ||||||||||||
| Prepaid expenses | 97.3 | 90.0 | ||||||||||||
| Other current assets | 125.3 | 119.8 | ||||||||||||
| Total current assets | 1,073.2 | 913.5 | ||||||||||||
| Property, equipment and software, net | 628.3 | 641.4 | ||||||||||||
| Goodwill, net | 2,155.1 | 1,617.5 | ||||||||||||
| Intangible assets, net | 1,236.0 | 1,155.0 | ||||||||||||
| Operating right-of-use assets | 138.0 | 137.8 | ||||||||||||
| Other non-current assets | 226.1 | 199.3 | ||||||||||||
| Total assets | $ | 5,456.7 | $ | 4,664.5 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable and accrued expenses | $ | 447.3 | $ | 397.0 | ||||||||||
| Accrued compensation and benefits | 95.3 | 72.4 | ||||||||||||
| Deferred revenue | 80.9 | 73.5 | ||||||||||||
| Debt | 23.0 | 23.0 | ||||||||||||
| Accrued interest | 36.3 | 22.0 | ||||||||||||
| Operating lease liabilities | 60.0 | 67.5 | ||||||||||||
| Finance lease liabilities | 61.7 | 67.1 | ||||||||||||
| Financing obligations | 16.7 | 17.8 | ||||||||||||
| Other current liabilities | 35.3 | 36.0 | ||||||||||||
| Total current liabilities | 856.5 | 776.3 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
| Debt | 3,295.4 | 3,174.4 | ||||||||||||
| Operating lease liabilities | 84.8 | 88.6 | ||||||||||||
| Finance lease liabilities | 310.5 | 332.7 | ||||||||||||
| Financing obligations | 47.6 | 47.9 | ||||||||||||
| Deferred income taxes | 126.7 | 113.0 | ||||||||||||
| Other non-current liabilities | 105.7 | 99.7 | ||||||||||||
| Total liabilities | 4,827.2 | 4,632.6 | ||||||||||||
| Commitments and Contingencies | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
| Preferred stock, $0.01 par value per share: 5.0 shares authorized; no shares issued or outstanding | — | — | ||||||||||||
| Common stock, $0.01 par value per share: 1,495.0 shares authorized; 215.7 and 218.8 shares issued; 212.6 and 215.7 shares outstanding, respectively | 2.2 | 2.2 | ||||||||||||
| Additional paid-in capital | 2,573.3 | 2,607.4 | ||||||||||||
| Accumulated other comprehensive income | 71.4 | 78.9 | ||||||||||||
| Accumulated deficit | (1,986.4) | (2,625.6) | ||||||||||||
| Treasury stock, at cost; 3.1 shares held | (31.0) | (31.0) | ||||||||||||
| Total stockholders' equity | 629.5 | 31.9 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 5,456.7 | $ | 4,664.5 | ||||||||||
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RACKSPACE TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (In millions) | 2022 | 2023 | |||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net loss | $ | (79.1) | $ | (639.2) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 199.8 | 192.4 | |||||||||
| Amortization of operating right-of-use assets | 28.6 | 42.5 | |||||||||
| Deferred income taxes | (20.0) | (17.0) | |||||||||
| Share-based compensation expense | 40.1 | 34.7 | |||||||||
| Impairment of goodwill | — | 543.1 | |||||||||
| Gain on debt extinguishment | — | (107.7) | |||||||||
| Unrealized loss on derivative contracts | 9.2 | 7.7 | |||||||||
| (Gain) loss on investments, net | 0.3 | (0.2) | |||||||||
| Provision for bad debts and accrued customer credits | 3.5 | 5.0 | |||||||||
| Amortization of debt issuance costs and debt discount | 4.0 | 4.0 | |||||||||
| Other operating activities | (0.5) | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (34.3) | 74.7 | |||||||||
| Prepaid expenses and other current assets | 12.5 | 23.5 | |||||||||
| Accounts payable, accrued expenses, and other current liabilities | 1.3 | (101.2) | |||||||||
| Deferred revenue | 3.6 | (9.2) | |||||||||
| Operating lease liabilities | (32.1) | (30.8) | |||||||||
| Other non-current assets and liabilities | 11.6 | 13.6 | |||||||||
| Net cash provided by operating activities | 148.5 | 35.9 | |||||||||
| Cash Flows From Investing Activities | |||||||||||
| Purchases of property, equipment and software | (46.4) | (35.5) | |||||||||
| Acquisitions, net of cash acquired | (7.7) | — | |||||||||
| Other investing activities | 3.5 | 0.6 | |||||||||
| Net cash used in investing activities | (50.6) | (34.9) | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Proceeds from employee stock plans | 2.7 | 0.8 | |||||||||
| Shares of common stock repurchased | (31.0) | — | |||||||||
| Proceeds from borrowings under long-term debt arrangements | — | 50.0 | |||||||||
| Payments on long-term debt | (11.5) | (67.0) | |||||||||
| Payments on financing component of interest rate swap | (8.5) | (8.6) | |||||||||
| Principal payments of finance lease liabilities | (32.3) | (39.1) | |||||||||
| Principal payments of financing obligations | (22.9) | (6.9) | |||||||||
| Other financing activities | (0.9) | — | |||||||||
| Net cash used in financing activities | (104.4) | (70.8) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (5.1) | 1.4 | |||||||||
| Decrease in cash, cash equivalents, and restricted cash | (11.6) | (68.4) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 275.4 | 231.4 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 263.8 | $ | 163.0 | |||||||
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| Supplemental Cash Flow Information | |||||||||||
| Cash payments for interest, net of amount capitalized | $ | 84.6 | $ | 113.6 | |||||||
| Cash payments for income taxes, net of refunds | $ | 9.9 | $ | 5.6 | |||||||
| Non-cash Investing and Financing Activities | |||||||||||
| Acquisition of property, equipment and software by finance leases | $ | 9.3 | $ | 63.2 | |||||||
| Acquisition of property, equipment and software by financing obligations | 7.1 | 8.5 | |||||||||
| Increase in property, equipment and software accrued in liabilities | 5.3 | 9.0 | |||||||||
| Non-cash purchases of property, equipment and software | $ | 21.7 | $ | 80.7 | |||||||
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SEGMENT DATA
| (In millions, except %) | Three Months Ended June 30, | % Change | ||||||||||||||||||||||||
| Revenue by segment: | 2022 | 2023 | Actual | Constant Currency (a) | ||||||||||||||||||||||
| Public Cloud | $ | 422.1 | $ | 434.9 | 3.0 | % | 3.1 | % | ||||||||||||||||||
| Private Cloud | 350.1 | 311.4 | (11.1) | % | (10.8) | % | ||||||||||||||||||||
| Total consolidated revenue | $ | 772.2 | $ | 746.3 | (3.4) | % | (3.2) | % | ||||||||||||||||||
| (In millions, except %) | Six Months Ended June 30, | % Change | ||||||||||||||||||||||||
| Revenue by segment: | 2022 | 2023 | Actual | Constant Currency (a) | ||||||||||||||||||||||
| Public Cloud | $ | 839.1 | $ | 879.5 | 4.8 | % | 5.2 | % | ||||||||||||||||||
| Private Cloud | 708.6 | 625.5 | (11.7) | % | (10.8) | % | ||||||||||||||||||||
| Total consolidated revenue | $ | 1,547.7 | $ | 1,505.0 | (2.8) | % | (2.1) | % | ||||||||||||||||||
| (a) | Refer to "Non-GAAP Financial Measures" in this section for further explanation and reconciliation. | ||||
| Three Months Ended June 30, | Year-Over-Year Comparison | ||||||||||||||||||||||||||||||||||
| (In millions, except %) | 2022 | 2023 | |||||||||||||||||||||||||||||||||
Segment operating profit (a): | Amount | % of Segment Revenue | Amount | % of Segment Revenue | Amount | % Change | |||||||||||||||||||||||||||||
| Public Cloud | $ | 29.9 | 7.1 | % | $ | 17.0 | 3.9 | % | $ | (12.9) | (43.1) | % | |||||||||||||||||||||||
| Private Cloud | 132.7 | 37.9 | % | 86.8 | 27.9 | % | (45.9) | (34.6) | % | ||||||||||||||||||||||||||
| Total consolidated segment operating profit | 162.6 | 103.8 | (58.8) | (36.2) | % | ||||||||||||||||||||||||||||||
Corporate functions (b) | (64.1) | (64.8) | (0.7) | 1.1 | % | ||||||||||||||||||||||||||||||
Non-GAAP Operating Profit (c) | $ | 98.5 | $ | 39.0 | $ | (59.5) | (60.4) | % | |||||||||||||||||||||||||||
| Six Months Ended June 30, | Year-Over-Year Comparison | ||||||||||||||||||||||||||||||||||
| (In millions, except %) | 2022 | 2023 | |||||||||||||||||||||||||||||||||
Segment operating profit (a): | Amount | % of Segment Revenue | Amount | % of Segment Revenue | Amount | % Change | |||||||||||||||||||||||||||||
| Public Cloud | $ | 64.4 | 7.7 | % | $ | 41.5 | 4.7 | % | $ | (22.9) | (35.6) | % | |||||||||||||||||||||||
| Private Cloud | 269.5 | 38.0 | % | 179.7 | 28.7 | % | (89.8) | (33.3) | % | ||||||||||||||||||||||||||
| Total consolidated segment operating profit | 333.9 | 221.2 | (112.7) | (33.8) | % | ||||||||||||||||||||||||||||||
Corporate functions (b) | (123.3) | (131.7) | (8.4) | 6.8 | % | ||||||||||||||||||||||||||||||
Non-GAAP Operating Profit (c) | $ | 210.6 | $ | 89.5 | $ | (121.1) | (57.5) | % | |||||||||||||||||||||||||||
| (a) | Segment revenue less expenses directly attributable to running the respective segments’ business. These expenses exclude centralized corporate function costs. | ||||
| (b) | Costs that are not allocated to segments. These costs are related to centralized corporate functions that provide services to the segments in areas such as accounting, information technology, marketing, legal and human resources. | ||||
| (c) | Refer to "Non-GAAP Financial Measures" in this section for further explanation and reconciliation. | ||||
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NON-GAAP FINANCIAL MEASURES
Constant Currency Revenue
We use constant currency revenue as an additional metric for understanding and assessing our growth excluding the effect of foreign currency rate fluctuations on our international business operations. Constant currency information compares results between periods as if exchange rates had remained constant period over period and is calculated by translating the non-U.S. dollar income statement balances for the most current period to U.S. dollars using the average exchange rate from the comparative period rather than the actual exchange rates in effect during the respective period. We also believe this is an important metric to help investors evaluate our performance in comparison to prior periods.
| Three Months Ended June 30, 2022 | Three Months Ended June 30, 2023 | % Change | ||||||||||||||||||||||||||||||||||||
| (In millions, except %) | Revenue | Revenue | Foreign Currency Translation (a) | Revenue in Constant Currency | Actual | Constant Currency | ||||||||||||||||||||||||||||||||
| Public Cloud | $ | 422.1 | $ | 434.9 | $ | 0.5 | $ | 435.4 | 3.0 | % | 3.1 | % | ||||||||||||||||||||||||||
| Private Cloud | 350.1 | 311.4 | 0.7 | 312.1 | (11.1) | % | (10.8) | % | ||||||||||||||||||||||||||||||
| Total | $ | 772.2 | $ | 746.3 | $ | 1.2 | $ | 747.5 | (3.4) | % | (3.2) | % | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | % Change | ||||||||||||||||||||||||||||||||||||
| (In millions, except %) | Revenue | Revenue | Foreign Currency Translation (a) | Revenue in Constant Currency | Actual | Constant Currency | ||||||||||||||||||||||||||||||||
| Public Cloud | $ | 839.1 | $ | 879.5 | $ | 3.2 | $ | 882.7 | 4.8 | % | 5.2 | % | ||||||||||||||||||||||||||
| Private Cloud | 708.6 | 625.5 | 6.5 | 632.0 | (11.7) | % | (10.8) | % | ||||||||||||||||||||||||||||||
| Total | $ | 1,547.7 | $ | 1,505.0 | $ | 9.7 | $ | 1,514.7 | (2.8) | % | (2.1) | % | ||||||||||||||||||||||||||
| (a) | The effect of foreign currency is calculated by translating current period results using the average exchange rate from the prior comparative period. | ||||||||||||||||||||||
Non-GAAP Gross Profit
We present Non-GAAP Gross Profit because we believe the measure is useful in analyzing trends in our underlying, recurring gross margins. We define Non-GAAP Gross Profit as gross profit, adjusted to exclude the impact of share-based compensation expense and other non-recurring or unusual compensation items, purchase accounting-related effects, certain business transformation-related costs, and costs related to the Hosted Exchange incident.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Gross profit | $ | 224.0 | $ | 153.1 | $ | 450.0 | $ | 322.7 | |||||||||||||||
| Share-based compensation expense | 3.4 | 2.6 | 6.2 | 5.4 | |||||||||||||||||||
Other compensation expense (a) | 0.4 | 1.4 | 1.2 | 2.1 | |||||||||||||||||||
Purchase accounting impact on expense (b) | 0.8 | 0.7 | 1.5 | 1.3 | |||||||||||||||||||
Restructuring and transformation expenses (c) | 3.1 | 5.1 | 8.4 | 9.8 | |||||||||||||||||||
| Hosted Exchange incident expenses | — | — | — | 0.3 | |||||||||||||||||||
| Non-GAAP Gross Profit | $ | 231.7 | $ | 162.9 | $ | 467.3 | $ | 341.6 | |||||||||||||||
| (a) | Adjustments for retention bonuses, mainly in connection with restructuring and transformation projects, and the related payroll tax, and payroll taxes associated with the exercise of stock options and vesting of restricted stock. Beginning in the second quarter of 2023, includes expense related to the one-time grant of long-term incentive bonuses as a component of our annual compensation award process. | ||||
| (b) | Adjustment for the impact of purchase accounting from the November 2016 merger on expenses. | ||||
| (c) | Adjustment for the impact of business transformation and optimization activities, as well as associated severance, certain facility closure costs and lease termination expenses. This amount also includes certain costs associated with the July 2021 Restructuring Plan which are not accounted for as exit and disposal costs under ASC 420, including one-time offshore build out costs. | ||||
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Non-GAAP Net Income (Loss), Non-GAAP Operating Profit and Adjusted EBITDA
We present Non-GAAP Net Income (Loss), Non-GAAP Operating Profit and Adjusted EBITDA because they are a basis upon which management assesses our performance and we believe they are useful to evaluating our financial performance. We believe that excluding items from net income that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude, enhances the comparability of our results and provides a better baseline for analyzing trends in our business.
We define Non-GAAP Net Income (Loss) as net income (loss) adjusted to exclude the impact of non-cash charges for share-based compensation, special bonuses and other compensation expense, transaction-related costs and adjustments, restructuring and transformation charges, costs related to the Hosted Exchange incident, the amortization of acquired intangible assets, goodwill and asset impairment charges, costs related to the closure of a UK office, and certain other non-operating, non-recurring or non-core gains and losses, as well as the tax effects of these non-GAAP adjustments.
We define Non-GAAP Operating Profit as income (loss) from operations adjusted to exclude the impact of non-cash charges for share-based compensation, special bonuses and other compensation expense, transaction-related costs and adjustments, restructuring and transformation charges, costs related to the Hosted Exchange incident, the amortization of acquired intangible assets, goodwill and asset impairment charges, costs related to the closure of a UK office, and certain other non-operating, non-recurring or non-core gains and losses.
We define Adjusted EBITDA as net income (loss) adjusted to exclude the impact of non-cash charges for share-based compensation, special bonuses and other compensation expense, transaction-related costs and adjustments, restructuring and transformation charges, costs related to the Hosted Exchange incident, costs related to the closure of a UK office, certain other non-operating, non-recurring or non-core gains and losses, interest expense, income taxes, depreciation and amortization, and goodwill and asset impairment charges.
Non-GAAP Operating Profit and Adjusted EBITDA are management's principal metrics for measuring our underlying financial performance. Non-GAAP Operating Profit and Adjusted EBITDA, along with other quantitative and qualitative information, are also the principal financial measures used by management and our board of directors in determining performance-based compensation for our management and key employees.
These non-GAAP measures are not intended to imply that we would have generated higher income or avoided net losses if the November 2016 merger and the subsequent transactions and initiatives had not occurred. In the future we may incur expenses or charges such as those added back to calculate Non-GAAP Net Income (Loss), Non-GAAP Operating Profit or Adjusted EBITDA. Our presentation of Non-GAAP Net Income (Loss), Non-GAAP Operating Profit and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items. Other companies, including our peer companies, may calculate similarly-titled measures in a different manner from us, and therefore, our non-GAAP measures may not be comparable to similarly-titled measures of other companies. Investors are cautioned against using these measures to the exclusion of our results in accordance with GAAP.
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Net loss reconciliation to Non-GAAP Net Income (Loss)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Net loss | $ | (40.6) | $ | (27.2) | $ | (79.1) | $ | (639.2) | |||||||||||||||
| Share-based compensation expense | 23.1 | 19.5 | 40.1 | 34.7 | |||||||||||||||||||
Special bonuses and other compensation expense (a) | 2.4 | 4.2 | 5.8 | 6.4 | |||||||||||||||||||
Transaction-related adjustments, net (b) | 1.9 | 1.2 | 7.2 | 2.5 | |||||||||||||||||||
Restructuring and transformation expenses (c) | 24.9 | 23.1 | 48.2 | 48.7 | |||||||||||||||||||
| Hosted Exchange incident expenses | — | 1.7 | — | 4.9 | |||||||||||||||||||
| Impairment of goodwill | — | — | — | 543.1 | |||||||||||||||||||
UK office closure (d) | — | 12.1 | — | 12.1 | |||||||||||||||||||
Net (gain) loss on divestiture and investments (e) | 0.2 | (0.1) | 0.3 | (0.2) | |||||||||||||||||||
Gain on debt extinguishment (f) | — | (94.9) | — | (107.7) | |||||||||||||||||||
Other (income) expense, net (g) | 5.9 | (0.2) | 9.5 | (2.3) | |||||||||||||||||||
Amortization of intangible assets (h) | 42.2 | 41.0 | 84.4 | 81.9 | |||||||||||||||||||
Tax effect of non-GAAP adjustments (i) | (24.5) | 6.1 | (35.0) | (3.1) | |||||||||||||||||||
| Non-GAAP Net Income (Loss) | $ | 35.5 | $ | (13.5) | $ | 81.4 | $ | (18.2) | |||||||||||||||
Income (loss) from operations reconciliation to Non-GAAP Operating Profit
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Income (loss) from operations | $ | 4.0 | $ | (63.8) | $ | 24.9 | $ | (644.8) | |||||||||||||||
| Share-based compensation expense | 23.1 | 19.5 | 40.1 | 34.7 | |||||||||||||||||||
Special bonuses and other compensation expense (a) | 2.4 | 4.2 | 5.8 | 6.4 | |||||||||||||||||||
Transaction-related adjustments, net (b) | 1.9 | 1.2 | 7.2 | 2.5 | |||||||||||||||||||
Restructuring and transformation expenses (c) | 24.9 | 23.1 | 48.2 | 48.7 | |||||||||||||||||||
| Hosted Exchange incident expenses | — | 1.7 | — | 4.9 | |||||||||||||||||||
| Impairment of goodwill | — | — | — | 543.1 | |||||||||||||||||||
Amortization of intangible assets (h) | 42.2 | 41.0 | 84.4 | 81.9 | |||||||||||||||||||
UK office closure (d) | — | 12.1 | — | 12.1 | |||||||||||||||||||
| Non-GAAP Operating Profit | $ | 98.5 | $ | 39.0 | $ | 210.6 | $ | 89.5 | |||||||||||||||
Net loss reconciliation to Adjusted EBITDA
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Net loss | $ | (40.6) | $ | (27.2) | $ | (79.1) | $ | (639.2) | |||||||||||||||
| Share-based compensation expense | 23.1 | 19.5 | 40.1 | 34.7 | |||||||||||||||||||
Special bonuses and other compensation expense (a) | 2.4 | 4.2 | 5.8 | 6.4 | |||||||||||||||||||
Transaction-related adjustments, net (b) | 1.9 | 1.2 | 7.2 | 2.5 | |||||||||||||||||||
Restructuring and transformation expenses (c) | 24.9 | 23.1 | 48.2 | 48.7 | |||||||||||||||||||
| Hosted Exchange incident expenses | — | 1.7 | — | 4.9 | |||||||||||||||||||
| Impairment of goodwill | — | — | — | 543.1 | |||||||||||||||||||
UK office closure (d) | — | 12.1 | — | 12.1 | |||||||||||||||||||
Net (gain) loss on divestiture and investments (e) | 0.2 | (0.1) | 0.3 | (0.2) | |||||||||||||||||||
Gain on debt extinguishment (f) | — | (94.9) | — | (107.7) | |||||||||||||||||||
Other (income) expense, net (g) | 5.9 | (0.2) | 9.5 | (2.3) | |||||||||||||||||||
| Interest expense | 50.5 | 57.3 | 100.6 | 114.2 | |||||||||||||||||||
| Provision (benefit) for income taxes | (12.0) | 1.3 | (6.4) | (9.6) | |||||||||||||||||||
Depreciation and amortization (j) | 98.1 | 95.5 | 199.5 | 189.1 | |||||||||||||||||||
| Adjusted EBITDA | $ | 154.4 | $ | 93.5 | $ | 325.7 | $ | 196.7 | |||||||||||||||
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| (a) | Includes expense related to retention bonuses, mainly relating to restructuring and integration projects, and the related payroll tax, senior executive signing bonuses and relocation costs, and payroll taxes associated with the exercise of stock options and vesting of restricted stock. Beginning in the second quarter of 2023, includes expense related to the one-time grant of long-term incentive bonuses as a component of our annual compensation award process. | ||||
| (b) | Includes legal, professional, accounting and other advisory fees related to acquisitions, certain one-time compliance costs related to being a public company, integration costs of acquired businesses, purchase accounting adjustments, payroll costs for employees that dedicate significant time to supporting these projects and exploratory acquisition and divestiture costs and expenses related to financing activities. | ||||
| (c) | Includes consulting and advisory fees related to business transformation and optimization activities, payroll costs for employees that dedicate significant time to these projects, as well as associated severance, certain facility closure costs, and lease termination expenses. This amount also includes total charges of $1.0 million and $4.2 million for the three and six months ended June 30, 2022, respectively, related to the July 2021 Restructuring Plan which are not accounted for as exit and disposal costs under ASC 420, including one-time offshore build out costs. | ||||
| (d) | Expense recognized related to the closure of a UK office that we exited in the second quarter of 2023 prior to the lease end date. | ||||
| (e) | Includes gains and losses on investment and from dispositions. | ||||
| (f) | Includes gains related to repurchases of 5.375% Senior Notes. | ||||
| (g) | Primarily consists of foreign currency gains and losses. | ||||
| (h) | All of our intangible assets are attributable to acquisitions, including the November 2016 merger. | ||||
| (i) | We utilize an estimated structural long-term non-GAAP tax rate in order to provide consistency across reporting periods, removing the effect of non-recurring tax adjustments, which include but are not limited to tax rate changes, U.S. tax reform, share-based compensation, audit conclusions and changes to valuation allowances. When computing this long-term rate for the 2022 and 2023 interim periods, we based it on an average of the 2021 and estimated 2022 tax rates and 2022 and estimated 2023 tax rates, respectively, recomputed to remove the tax effect of non-GAAP pre-tax adjustments and non-recurring tax adjustments, resulting in a structural non-GAAP tax rate of 26% for all periods. The non-GAAP tax rate could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix including due to acquisition activity, or other changes to our strategy or business operations. We will re-evaluate our long-term non-GAAP tax rate as appropriate. We believe that making these adjustments facilitates a better evaluation of our current operating performance and comparisons to prior periods. | ||||
| (j) | Excludes accelerated depreciation expense related to facility closures. | ||||
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Non-GAAP Earnings (Loss) Per Share
We define Non-GAAP Earnings (Loss) Per Share as Non-GAAP Net Income (Loss) divided by our GAAP weighted average number of shares outstanding for the period on a diluted basis and further adjusted for the weighted average number of shares associated with securities which are anti-dilutive to GAAP loss per share but dilutive to Non-GAAP Earnings (Loss) Per Share. Management uses Non-GAAP Earnings (Loss) Per Share to evaluate the performance of our business on a comparable basis from period to period, including by adjusting for the impact of the issuance of shares that would be dilutive to Non-GAAP Earnings (Loss) Per Share.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (40.6) | $ | (27.2) | $ | (79.1) | $ | (639.2) | |||||||||||||||
| Non-GAAP Net Income (Loss) | $ | 35.5 | $ | (13.5) | $ | 81.4 | $ | (18.2) | |||||||||||||||
| Weighted average number of shares - Diluted | 209.5 | 215.1 | 210.5 | 214.2 | |||||||||||||||||||
Effect of dilutive securities (a) | 0.4 | 1.2 | 0.7 | 1.4 | |||||||||||||||||||
| Non-GAAP weighted average number of shares - Diluted | 209.9 | 216.3 | 211.2 | 215.6 | |||||||||||||||||||
| Net loss per share - Diluted | $ | (0.19) | $ | (0.13) | $ | (0.38) | $ | (2.98) | |||||||||||||||
Per share impacts of adjustments to net loss (b) | 0.36 | 0.06 | 0.76 | 2.90 | |||||||||||||||||||
Per share impacts of shares dilutive after adjustments to net loss (a) | 0.00 | 0.01 | 0.01 | 0.00 | |||||||||||||||||||
| Non-GAAP Earnings (Loss) Per Share | $ | 0.17 | $ | (0.06) | $ | 0.39 | $ | (0.08) | |||||||||||||||
| (a) | Reflects impact of awards that would have been anti-dilutive to net loss per share, and therefore not included in the calculation, but would be dilutive to Non-GAAP Earnings (Loss) Per Share and are therefore included in the share count for purposes of this non-GAAP measure. Potential common share equivalents consist of shares issuable upon the exercise of stock options, vesting of restricted stock units (including performance-based restricted stock units) or purchases under the Employee Stock Purchase Plan (the "ESPP"), as well as contingent shares associated with our acquisition of Datapipe Parent, Inc. Certain of our potential common share equivalents are contingent on Apollo achieving pre-established performance targets based on a multiple of their invested capital ("MOIC"), which are included in the denominator for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period. | ||||
| (b) | Reflects the aggregate adjustments made to reconcile Non-GAAP Net Income (Loss) to our net loss, as noted in the above table, divided by the GAAP diluted number of shares outstanding for the relevant period. | ||||
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