- Revenue of $665 million in the First Quarter, down 4% Year-over-Year
- Private Cloud Revenue was $250 million, down 7% Year-over-Year
- Public Cloud Revenue was $416 million, down 2% Year-over-Year
- First Quarter 2025 Cash Flow From Operating Activities was $13 million; Cash Flow From Operating Activities was $143 million on a Trailing-Twelve-Month Basis
SAN ANTONIO, May 08, 2025 (GLOBE NEWSWIRE) -- Rackspace Technology, Inc. (Nasdaq: RXT), a leading end-to-end, hybrid cloud and AI solutions company, today announced results for its first quarter ended March 31, 2025.
Amar Maletira, Chief Executive Officer, stated, “Results in the first quarter of 2025 exceeded our expectations across all key metrics. Revenue was at the high end of our guidance while profit and EPS exceeded our guidance range. This marks the eleventh consecutive quarter in which we have either met or exceeded our guidance.”
Mr. Maletira added, “Our operational turnaround is gaining steady momentum, with strength in sales pipeline across both business units, increased sales bookings, and improved efficiency. Our sales bookings in the first quarter of 2025 grew 9%, while our non-GAAP operating profit grew 83% year-over-year. We also saw significant year-over-year improvement in our cash flow generation.”
First Quarter 2025 Results
Revenue was $665 million in the first quarter of 2025, a decrease of 4% on a reported basis and 3% on a constant currency (1) basis as compared to revenue of $691 million in the first quarter of 2024.
Private Cloud revenue was $250 million in the first quarter of 2025, a decrease of 7% on a reported and constant currency basis as compared to revenue of $268 million in the first quarter of 2024.
Public Cloud revenue was $416 million in the first quarter of 2025, a decrease of 2% on a reported basis and 1% on a constant currency basis compared to revenue of $422 million in the first quarter of 2024.
The first quarter of 2024 included a total of $593 million of non-cash impairment charges compared to no such charges in the first quarter of 2025.
Loss from operations was $(38) million in the first quarter of 2025, compared to loss from operations of $(653) million in the first quarter of 2024.
Net loss was $(72) million in the first quarter of 2025, compared to net loss of $(641) million in the first quarter of 2024.
Net loss per diluted share was $(0.31) in the first quarter of 2025, compared to net loss per diluted share of $(2.91) in the first quarter of 2024.
Non-GAAP Operating Profit was $26 million in the first quarter of 2025, an increase of 83% compared to $14 million in the first quarter of 2024.
Non-GAAP Loss Per Share was $(0.06) in the first quarter of 2025, an increase of 45% compared to Non-GAAP Loss Per Share of $(0.11) in the first quarter of 2024.
Capital expenditures were $27 million in the first quarter of 2025, compared to $46 million in the first quarter of 2024.
As of March 31, 2025, we had cash and cash equivalents of $128 million and total liquidity of $473 million, including our New Revolving Credit Facility.
| (1 | ) | Constant currency revenue and certain other measures in this release are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the tables that accompany this release for definitions and reconciliations of these non-GAAP measures to the most comparable GAAP measures. |
Financial Outlook
Rackspace Technology is providing guidance as follows:
| Q2 2025 Guidance | ||
| Total Revenue | $653 - $665 million | |
| Private Cloud Revenue | $247 - $253 million | |
| Public Cloud Revenue | $406 - $412 million | |
| Non-GAAP Operating Profit | $25 - $27 million | |
| Non-GAAP Loss Per Share | $(0.04) - $(0.06) | |
| Non-GAAP Other Income (Expense) | $(42) – $(46) million | |
| Non-GAAP Tax Expense Rate | 26% | |
| Non-GAAP Weighted Average Shares | 244 - 248 million | |
Information about Rackspace Technology’s use of non-GAAP financial measures is provided below under “Non-GAAP Financial Measures”.
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, May 8, 2025, at 4:00pm CT / 5:00pm ET to discuss its first quarter 2025 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-conf.media-server.com/register/BIb1292e41d542442e8ff06ae5aecc7cb7
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, hybrid cloud and AI solutions 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.
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 press release 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 press release 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 press release, 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.
Beginning in the fourth quarter of 2024, we updated the presentation of our non-GAAP financial measures to no longer exclude certain cash compensation paid to employees who remain employed with Rackspace which were previously included in the “special bonuses and other compensation expenses” and “restructuring and transformation expenses” line items of our reconciliations. Additionally, we removed the “special bonuses and other compensation expenses” line item and the remaining adjustments are now presented within the “restructuring and transformation expenses” line item. All prior period Non-GAAP Gross Profit, Non-GAAP Net Income (Loss), Non-GAAP Operating Profit, Adjusted EBITDA and Non-GAAP Earnings (Loss) Per Share financial measures have been recast to reflect current period presentation in the accompanying pages.
IR Contact
Sagar Hebbar
Rackspace Technology Investor Relations
ir@rackspace.com
PR Contact
Kathleen Schneider
Rackspace Technology Corporate Communications
publicrelations@rackspace.com
| RACKSPACE TECHNOLOGY, INC. CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) | |||||||||||||||||||||
| Three Months Ended March 31, | Year-Over-Year | ||||||||||||||||||||
| 2024 | 2025 | Comparison | |||||||||||||||||||
| (In millions, except % and per share data) | Amount | % Revenue | Amount | % Revenue | Amount | % Change | |||||||||||||||
| Revenue | $ | 690.8 | 100.0 | % | $ | 665.4 | 100.0 | % | $ | (25.4 | ) | (3.7)% | |||||||||
| Cost of revenue | (558.0 | ) | (80.8 | ) | % | (538.5 | ) | (80.9 | ) | % | 19.5 | (3.5)% | |||||||||
| Gross profit | 132.8 | 19.2 | % | 126.9 | 19.1 | % | (5.9 | ) | (4.4)% | ||||||||||||
| Selling, general and administrative expenses | (192.4 | ) | (27.9 | ) | % | (165.3 | ) | (24.8 | ) | % | 27.1 | (14.1)% | |||||||||
| Impairment of goodwill | (573.2 | ) | (83.0 | ) | % | — | — | % | 573.2 | (100.0)% | |||||||||||
| Impairment of assets, net | (20.0 | ) | (2.9 | ) | % | — | — | % | 20.0 | (100.0)% | |||||||||||
| Loss from operations | (652.8 | ) | (94.5 | ) | % | (38.4 | ) | (5.8 | ) | % | 614.4 | (94.1)% | |||||||||
| Other income (expense): | |||||||||||||||||||||
| Interest expense | (43.7 | ) | (6.3 | ) | % | (19.4 | ) | (2.9 | ) | % | 24.3 | (55.6)% | |||||||||
| Gain (loss) on investments, net | 0.1 | 0.0 | % | (0.1 | ) | (0.0 | ) | % | (0.2 | ) | NM | ||||||||||
| Gain on debt extinguishment, net of debt modification costs | 56.7 | 8.2 | % | — | — | % | (56.7 | ) | (100.0)% | ||||||||||||
| Other expense, net | (5.6 | ) | (0.8 | ) | % | (5.4 | ) | (0.8 | ) | % | 0.2 | (3.6)% | |||||||||
| Total other income (expense) | 7.5 | 1.1 | % | (24.9 | ) | (3.7 | ) | % | (32.4 | ) | NM | ||||||||||
| Loss before income taxes | (645.3 | ) | (93.4 | ) | % | (63.3 | ) | (9.5 | ) | % | 582.0 | (90.2)% | |||||||||
| Benefit (provision) for income taxes | 4.7 | 0.7 | % | (8.2 | ) | (1.2 | ) | % | (12.9 | ) | NM | ||||||||||
| Net loss | $ | (640.6 | ) | (92.7 | ) | % | $ | (71.5 | ) | (10.8 | ) | % | $ | 569.1 | (88.8)% | ||||||
| Net loss per share: | |||||||||||||||||||||
| Basic and diluted | $ | (2.91 | ) | $ | (0.31 | ) | |||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||
| Basic and diluted | 219.8 | 231.9 | |||||||||||||||||||
| NM = not meaningful. | |||||||||||||||||||||
| RACKSPACE TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) | |||||||
| (In millions, except per share data) | December 31, 2024 | March 31, 2025 | |||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 144.0 | $ | 128.0 | |||
| Accounts receivable, net of allowance for credit losses and accrued customer credits of $27.0 and $23.9, respectively | 298.8 | 269.0 | |||||
| Prepaid expenses | 84.9 | 99.5 | |||||
| Other current assets | 91.1 | 85.3 | |||||
| Total current assets | 618.8 | 581.8 | |||||
| Property, equipment and software, net | 601.0 | 594.0 | |||||
| Goodwill, net | 735.7 | 737.3 | |||||
| Intangible assets, net | 844.7 | 807.5 | |||||
| Operating right-of-use assets | 134.6 | 138.1 | |||||
| Other non-current assets | 119.3 | 107.4 | |||||
| Total assets | $ | 3,054.1 | $ | 2,966.1 | |||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||
| Current liabilities: | |||||||
| Accounts payable and accrued expenses | $ | 389.6 | $ | 388.9 | |||
| Accrued compensation and benefits | 96.7 | 82.4 | |||||
| Deferred revenue | 84.2 | 75.8 | |||||
| Debt | 29.2 | 25.8 | |||||
| Accrued interest | 7.4 | 7.1 | |||||
| Operating lease liabilities | 55.9 | 49.5 | |||||
| Finance lease liabilities | 53.1 | 54.3 | |||||
| Financing obligations | 16.4 | 16.6 | |||||
| Other current liabilities | 34.1 | 34.4 | |||||
| Total current liabilities | 766.6 | 734.8 | |||||
| Non-current liabilities: | |||||||
| Debt | 2,756.4 | 2,761.6 | |||||
| Operating lease liabilities | 77.8 | 84.1 | |||||
| Finance lease liabilities | 293.1 | 304.3 | |||||
| Financing obligations | 39.2 | 32.0 | |||||
| Deferred income taxes | 30.2 | 26.5 | |||||
| Other non-current liabilities | 95.0 | 95.9 | |||||
| Total liabilities | 4,058.3 | 4,039.2 | |||||
| Commitments and Contingencies | |||||||
| Stockholders' deficit: | |||||||
| 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; 232.2 and 240.4 shares issued; 229.1 and 237.3 shares outstanding, respectively | 2.3 | 2.4 | |||||
| Additional paid-in capital | 2,682.8 | 2,690.3 | |||||
| Accumulated other comprehensive income | 24.1 | 19.1 | |||||
| Accumulated deficit | (3,682.4 | ) | (3,753.9 | ) | |||
| Treasury stock, at cost; 3.1 shares held | (31.0 | ) | (31.0 | ) | |||
| Total stockholders' deficit | (1,004.2 | ) | (1,073.1 | ) | |||
| Total liabilities and stockholders' deficit | $ | 3,054.1 | $ | 2,966.1 | |||
| RACKSPACE TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | |||||||
| Three Months Ended March 31, | |||||||
| (In millions) | 2024 | 2025 | |||||
| Cash Flows From Operating Activities | |||||||
| Net loss | $ | (640.6 | ) | $ | (71.5 | ) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 74.8 | 73.9 | |||||
| Reduction in carrying amount of operating right-of-use assets | 15.8 | 16.6 | |||||
| Deferred income taxes | (24.4 | ) | (1.3 | ) | |||
| Share-based compensation expense | 12.8 | 12.0 | |||||
| Impairment of goodwill | 573.2 | — | |||||
| Impairment of assets, net | 20.0 | — | |||||
| Gain on debt extinguishment, net of debt modification costs | (56.7 | ) | — | ||||
| (Gain) loss on investments, net | (0.1 | ) | 0.1 | ||||
| Provision for bad debts and accrued customer credits | 4.3 | — | |||||
| Amortization of debt issuance costs and debt discount and premium | (2.0 | ) | 1.5 | ||||
| Third party fees paid in connection with the March 2024 Refinancing Transactions | (28.4 | ) | — | ||||
| Other operating activities | (0.2 | ) | 1.2 | ||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable | 31.6 | 30.2 | |||||
| Prepaid expenses and other current assets | (14.7 | ) | (13.2 | ) | |||
| Accounts payable, accrued expenses, and other current liabilities | (50.3 | ) | (17.3 | ) | |||
| Deferred revenue | 1.0 | (9.3 | ) | ||||
| Operating lease liabilities | (20.5 | ) | (20.3 | ) | |||
| Other non-current assets and liabilities | 14.1 | 10.0 | |||||
| Net cash provided by (used in) operating activities | (90.3 | ) | 12.6 | ||||
| Cash Flows From Investing Activities | |||||||
| Purchases of property, equipment and software | (28.1 | ) | (8.3 | ) | |||
| Proceeds from sale of headquarters | 16.9 | — | |||||
| Other investing activities | 0.1 | (0.5 | ) | ||||
| Net cash used in investing activities | (11.1 | ) | (8.8 | ) | |||
| Cash Flows From Financing Activities | |||||||
| Shares of common stock withheld for employee taxes | (3.4 | ) | — | ||||
| Proceeds from borrowings under long-term debt arrangements | 275.0 | 30.0 | |||||
| Payments on long-term debt | (35.6 | ) | (26.1 | ) | |||
| Debt extinguishment costs | (22.1 | ) | — | ||||
| Payments on financing component of interest rate swap | (4.3 | ) | (4.3 | ) | |||
| Principal payments of finance lease liabilities | (17.9 | ) | (13.2 | ) | |||
| Principal payments of financing obligations | (3.5 | ) | (7.0 | ) | |||
| Net cash provided by (used in) financing activities | 188.2 | (20.6 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1.0 | ) | 0.9 | ||||
| Increase (decrease) in cash, cash equivalents, and restricted cash | 85.8 | (15.9 | ) | ||||
| Cash, cash equivalents, and restricted cash at beginning of period | 199.7 | 147.0 | |||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 285.5 | $ | 131.1 | |||
| Supplemental Cash Flow Information | |||||||
| Cash payments for interest, net of amount capitalized | $ | 53.3 | $ | 22.2 | |||
| Cash payments for income taxes, net of refunds | $ | 1.0 | $ | 1.2 | |||
| Non-cash Investing and Financing Activities | |||||||
| Acquisition of property, equipment and software by finance leases | $ | — | $ | 23.5 | |||
| Increase (decrease) in property, equipment and software accrued in liabilities | 18.1 | (5.1 | ) | ||||
| Other non-cash activity | (0.6 | ) | — | ||||
| Non-cash purchases of property, equipment and software | $ | 17.5 | $ | 18.4 | |||
| SEGMENT DATA | |||||||||
| (In millions, except %) | Three Months Ended March 31, | % Change | |||||||
| Revenue by segment: | 2024 | 2025 | Actual | Constant Currency (a) | |||||
| Public Cloud | $ | 422.4 | $ | 415.6 | (1.6)% | (1.3)% | |||
| Private Cloud | 268.4 | 249.8 | (6.9)% | (6.6)% | |||||
| Total consolidated revenue | $ | 690.8 | $ | 665.4 | (3.7)% | (3.4)% | |||
| (a) | Refer to "Non-GAAP Financial Measures" in this section for further explanation and reconciliation. |
| Three Months Ended March 31, | Year-Over-Year Comparison | ||||||||||||||||||||
| (In millions, except %) | 2024 | 2025 | |||||||||||||||||||
| Segment operating profit (a): | Amount | % of Segment Revenue | Amount | % of Segment Revenue | Amount | % Change | |||||||||||||||
| Public Cloud | $ | 8.2 | 1.9 | % | $ | 17.3 | 4.2 | % | $ | 9.1 | 111.0 | % | |||||||||
| Private Cloud | 71.1 | 26.5 | % | 61.0 | 24.4 | % | (10.1 | ) | (14.2 | ) | % | ||||||||||
| Corporate functions (b) | (65.3 | ) | (52.7 | ) | 12.6 | (19.3 | ) | % | |||||||||||||
| Non-GAAP Operating Profit (c) | $ | 14.0 | $ | 25.6 | $ | 11.6 | 82.9 | % | |||||||||||||
| (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. |
| 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 March 31, 2024 | Three Months Ended March 31, 2025 | % Change | ||||||||||||||
| (In millions, except %) | Revenue | Revenue | Foreign Currency Translation (a) | Revenue in Constant Currency | Actual | Constant Currency | ||||||||||
| Public Cloud | $ | 422.4 | $ | 415.6 | $ | 1.1 | $ | 416.7 | (1.6)% | (1.3)% | ||||||
| Private Cloud | 268.4 | 249.8 | 0.8 | 250.6 | (6.9)% | (6.6)% | ||||||||||
| Total | $ | 690.8 | $ | 665.4 | $ | 1.9 | $ | 667.3 | (3.7)% | (3.4)% | ||||||
| (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, purchase accounting-related effects, and certain business transformation-related costs.
| Three Months Ended March 31, | |||||
| (In millions) | 2024 | 2025 | |||
| Gross profit | $ | 132.8 | $ | 126.9 | |
| Share-based compensation expense | 1.9 | 1.8 | |||
| Purchase accounting impact on expense (a) | 0.6 | 0.2 | |||
| Restructuring and transformation expenses (b) | 5.0 | 3.2 | |||
| Non-GAAP Gross Profit | $ | 140.3 | $ | 132.1 | |
| (a) | Adjustment for the impact of purchase accounting from the November 2016 merger on expenses. |
| (b) | Adjustment for the impact of business transformation and optimization activities, as well as associated severance, certain facility closure costs and lease termination expenses. Also includes payroll taxes associated with the exercise of stock options and vesting of restricted stock. |
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, 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, the interest expense impact from the refinancing transactions announced in March 2024 (the “March 2024 Refinancing Transactions”), 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, 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, 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, transaction-related costs and adjustments, restructuring and transformation charges, costs related to the Hosted Exchange incident, certain other non-operating, non-recurring or non-core gains and losses, interest expense, expenses for our accounts receivable purchase agreement, 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.
Net loss reconciliation to Non-GAAP Net Loss
| Three Months Ended March 31, | |||||||
| (In millions) | 2024 | 2025 | |||||
| Net loss | $ | (640.6 | ) | $ | (71.5 | ) | |
| Share-based compensation expense | 12.8 | 12.0 | |||||
| Transaction-related adjustments, net (a) | 1.0 | 1.5 | |||||
| Restructuring and transformation expenses (b) | 20.9 | 13.1 | |||||
| Hosted Exchange incident expenses, net of proceeds received or expected to be received under our insurance coverage | 0.2 | — | |||||
| Impairment of goodwill | 573.2 | — | |||||
| Impairment of assets, net | 20.0 | — | |||||
| Net (gain) loss on divestiture and investments (c) | (0.1 | ) | 0.1 | ||||
| Gain on debt extinguishment, net of debt modification costs | (56.7 | ) | — | ||||
| Interest expense impact from the March 2024 Refinancing Transactions (d) | — | (21.0 | ) | ||||
| Other adjustments (e) | 0.4 | 0.4 | |||||
| Amortization of intangible assets (f) | 38.7 | 37.4 | |||||
| Tax effect of non-GAAP adjustments (g) | 4.4 | 13.3 | |||||
| Non-GAAP Net Loss | $ | (25.8 | ) | $ | (14.7 | ) | |
Loss from operations reconciliation to Non-GAAP Operating Profit
| Three Months Ended March 31, | |||||||
| (In millions) | 2024 | 2025 | |||||
| Loss from operations | $ | (652.8 | ) | $ | (38.4 | ) | |
| Share-based compensation expense | 12.8 | 12.0 | |||||
| Transaction-related adjustments, net (a) | 1.0 | 1.5 | |||||
| Restructuring and transformation expenses (b) | 20.9 | 13.1 | |||||
| Hosted Exchange incident expenses, net of proceeds received or expected to be received under our insurance coverage | 0.2 | — | |||||
| Impairment of goodwill | 573.2 | — | |||||
| Impairment of assets, net | 20.0 | — | |||||
| Amortization of intangible assets (f) | 38.7 | 37.4 | |||||
| Non-GAAP Operating Profit | $ | 14.0 | $ | 25.6 | |||
Net loss reconciliation to Adjusted EBITDA
| Three Months Ended March 31, | |||||||
| (In millions) | 2024 | 2025 | |||||
| Net loss | $ | (640.6 | ) | $ | (71.5 | ) | |
| Share-based compensation expense | 12.8 | 12.0 | |||||
| Transaction-related adjustments, net (a) | 1.0 | 1.5 | |||||
| Restructuring and transformation expenses (b) | 20.9 | 13.1 | |||||
| Hosted Exchange incident expenses, net of proceeds received or expected to be received under our insurance coverage | 0.2 | — | |||||
| Impairment of goodwill | 573.2 | — | |||||
| Impairment of assets, net | 20.0 | — | |||||
| Net (gain) loss on divestiture and investments (c) | (0.1 | ) | 0.1 | ||||
| Gain on debt extinguishment, net of debt modification costs | (56.7 | ) | — | ||||
| Other expense, net (h) | 5.6 | 5.4 | |||||
| Interest expense | 43.7 | 19.4 | |||||
| Provision (benefit) for income taxes | (4.7 | ) | 8.2 | ||||
| Depreciation and amortization (i) | 74.9 | 73.1 | |||||
| Adjusted EBITDA | $ | 50.2 | $ | 61.3 | |||
| (a) | Includes purchase accounting adjustments, exploratory acquisition and divestiture costs, and expenses related to financing activities. |
| (b) | Includes consulting and advisory fees related to business transformation and optimization activities, as well as associated severance, certain facility closure costs, and lease termination expenses. Also includes payroll taxes associated with the exercise of stock options and vesting of restricted stock. The three months ended March 31, 2024 also includes a $9.0 million Master Economic Incentives Agreement early termination fee associated with the sale of our corporate headquarters in March 2024. |
| (c) | Includes gains and losses on investment and from dispositions. |
| (d) | Interest expense impact due to the accounting for contractual interest payments on debt instruments entered into as part of the March 2024 Refinancing Transactions, which reduced interest expense relative to contractual interest cost. |
| (e) | Primarily consists of foreign currency gains and losses. |
| (f) | All of our intangible assets are attributable to acquisitions, including the November 2016 merger. |
| (g) | 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 2024 and 2025 interim periods, we based it on an average of the 2023 and estimated 2024 tax rates and 2024 and estimated 2025 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. |
| (h) | Primarily consists of foreign currency gains and losses and expense related to our accounts receivable purchase agreement. |
| (i) | Excludes accelerated depreciation expense related to facility closures. |
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 March 31, | |||||||
| (In millions, except per share amounts) | 2024 | 2025 | |||||
| Net loss attributable to common stockholders | $ | (640.6 | ) | $ | (71.5 | ) | |
| Non-GAAP Net Loss | $ | (25.8 | ) | $ | (14.7 | ) | |
| Weighted average number of shares - Diluted | 219.8 | 231.9 | |||||
| Effect of dilutive securities (a) | 5.7 | 9.6 | |||||
| Non-GAAP weighted average number of shares - Diluted | 225.5 | 241.5 | |||||
| Net loss per share - Diluted | $ | (2.91 | ) | $ | (0.31 | ) | |
| Per share impacts of adjustments to net loss (b) | 2.80 | 0.24 | |||||
| Per share impacts of shares dilutive after adjustments to net loss (a) | 0.00 | 0.01 | |||||
| Non-GAAP Loss Per Share | $ | (0.11 | ) | $ | (0.06 | ) | |
| (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 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 as well as contingent shares associated with our acquisition of Datapipe Parent, Inc. Certain of our potential common share equivalents are contingent on certain investment funds managed by affiliates of Apollo Global Management, Inc. achieving pre-established performance targets based on a multiple of their invested capital, 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 Loss to our net loss, as noted in the above table, divided by the GAAP diluted number of shares outstanding for the relevant period. |
