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Form 8-K SolarWinds Corp For: Apr 24

April 24, 2019 4:12 PM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
April 24, 2019
Date of Report (Date of earliest event reported)
 
 
SOLARWINDS CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
001-38711
81-0753267
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
7171 Southwest Parkway
Building 400
Austin, Texas 78735
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 682-9300

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value
SWI
New York Stock Exchange

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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 þ
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. o  





Item 2.02
Results of Operations and Financial Condition.
On April 24, 2019, SolarWinds Corporation (“SolarWinds”) issued a press release regarding, and will hold a conference call announcing, its financial results for the fiscal quarter ended March 31, 2019. A copy of SolarWinds' press release is attached hereto as Exhibit 99.1.
The information contained in this report 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 liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SolarWinds refers to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.


Exhibit
Number
 
 Description
 
 
 
 
Press release issued by SolarWinds Corporation dated April 24, 2019.

SIGNATURE

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 hereunto duly authorized.

 
 
 
SOLARWINDS CORPORATION
 
 
 
 
Dated:
April 24, 2019
By:
/s/ Kevin B. Thompson
 
 
 
Kevin B. Thompson
 
 
 
President and Chief Executive Officer
 
 
 
 



Exhibit 99.1

solarwindslogovectora03.jpg
SolarWinds Announces First Quarter 2019 Results
AUSTIN, Texas - April 24, 2019- SolarWinds Corporation (NYSE: SWI), a leading provider of powerful and affordable IT management software, today reported results for its first quarter ended March 31, 2019.
On a GAAP basis, reflecting our adoption of the new standard ASC 606 effective January 1, 2019:
Total revenue for the first quarter of $215.8 million, representing 9.6% growth on a reported basis.
Total recurring revenue for the first quarter of $177.9 million, representing 11.1% growth on a reported basis.
Net income for the first quarter of $3.1 million.
On a non-GAAP basis including presentation of results under ASC 605:
Non-GAAP total revenue for the first quarter of $216.0 million, representing 8.9% year-over-year growth and 11.2% year-over-year growth on a constant currency basis. Non-GAAP total revenue assuming foreign currency exchange rates used in previously issued outlook would have been $216.6 million.
Non-GAAP total recurring revenue for the first quarter of $178.2 million, representing 10.4% year-over-year growth and 12.9% year-over-year growth on a constant currency basis.
Adjusted EBITDA for the first quarter of $103.6 million, representing a margin of 48.0% on non-GAAP total revenue.
For a reconciliation of our GAAP to non-GAAP results including adjustments for the impact of ASC 606, please see the tables below.

“We had a good start to 2019 with first quarter total revenue results that were led by subscription revenue growth and included solid maintenance revenue growth and license revenue that grew for the fifth consecutive quarter,” said Kevin Thompson, SolarWinds' President & Chief Executive Officer. “In addition, we added over 6,000 new customers for the thirteenth quarter in a row while doing an excellent job of retaining our existing customers as reflected by a very strong 97% maintenance renewal rate and subscription net retention rate of 105% both measured on a trailing twelve months basis.”

“As we look ahead to the rest of the year, we're excited about the opportunities for accelerating growth across our business, including the opportunity we now have to disrupt the ITSM market with SolarWinds Service Desk, which we plan to launch in the second quarter assuming completion of the Samanage acquisition,” added Thompson. “We believe that a powerful, market-leading ITSM solution offers us another opportunity to create a unique position to serve IT professionals in organizations of all sizes while expanding our addressable market and creating additional cross sell opportunities.”

“Adjusted EBITDA for the first quarter of 2019 of $103.6 million (ASC 605) came in well ahead of our outlook, representing a stronger than expected margin of 48% on non-GAAP total revenue (ASC 605). The first quarter also represented another period of solid cash flow generation,” said Bart Kalsu, SolarWinds' Executive Vice President and Chief Financial Officer.
Balance Sheet
At March 31, 2019, total cash and cash equivalents were $434.5 million and total debt was $1.9 billion.
The financial results included in this press release are preliminary and pending final review by the company and its external auditors. Financial results will not be final until SolarWinds files its quarterly report on Form 10-Q for the period. Information about SolarWinds' use of non-GAAP financial measures is provided below under “Non-GAAP Financial Measures.”
Financial Outlook
As of April 24, 2019, SolarWinds is providing its financial outlook for the second quarter of 2019 and full year 2019. The financial information below represents forward-looking non-GAAP financial information, including an estimate of non-GAAP revenue and revenue growth, adjusted EBITDA and non-GAAP diluted earnings per share, for the second quarter of 2019 and for the full year




2019. These non-GAAP financial measures exclude, among other items mentioned below, stock-based compensation expense, amortization and costs related to non-recurring items. We have not reconciled our estimates of these non-GAAP financial measures to their most directly comparable GAAP measure as a result of uncertainty regarding, and the potential variability of, these excluded items in future periods. Accordingly, reconciliation is not available without unreasonable effort, although it is important to note that these excluded items could be material to our results computed in accordance with GAAP in future periods. Our reported results provide reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.  
Financial Outlook for Second Quarter of 2019
Including the expected contribution from the Samanage acquisition, SolarWinds’ management currently expects to achieve the following results for the second quarter of 2019 under ASC 606:
Non-GAAP total revenue in the range of $224.0 to $229.0 million, representing growth over the second quarter of 2018 non-GAAP total revenue of 10% to 13%, or 12% to 15% on a constant currency basis assuming the same average foreign currency exchange rates as those in the second quarter of 2018.
Adjusted EBITDA in the range of $107.0 to $109.0 million, representing approximately 48% of non-GAAP total revenue.
Non-GAAP diluted earnings per share of $0.18 to $0.19.
Weighted average outstanding diluted shares of approximately 311.5 million.
Financial Outlook for Full Year 2019
Including the expected contribution from the Samanage acquisition, SolarWinds’ management currently expects to achieve the following results for the full year 2019 under ASC 606:
Non-GAAP total revenue in the range of $934.0 to $949.0 million, representing growth over 2018 non-GAAP revenue of 12% to 13%, or 13% to 15% on a constant currency basis, assuming the same average foreign currency exchange rates as those in 2018. This includes approximately $11.5 to $12.5 million of revenue contribution from the Samanage acquisition.
Adjusted EBITDA in the range of $446.0 to $453.0 million, representing approximately 48% of non-GAAP total revenue. This includes the dilutive impact of approximately $8.0 to $10.0 million loss associated with the Samanage acquisition.
Non-GAAP diluted earnings per share of $0.80 to $0.82.
Weighted average outstanding diluted shares of approximately 312.5 million.

Additional details on our outlook will be provided on the conference call.
Conference Call and Webcast
In conjunction with this announcement, SolarWinds will host a conference call to discuss its financial results and its business at 4:00 p.m. CT (5:00 p.m. ET/2:00 p.m. PT). A live webcast of the call will be available on the SolarWinds Investor Relations website at http://investors.solarwinds.com. A live dial-in will be available domestically at (877) 823-8676 and internationally at +1 (647) 689-4178. To access the live call, please dial in 5-10 minutes before the scheduled start time. A replay of the webcast will be available on a temporary basis shortly after the event on the SolarWinds Investor Relations website.

Forward-Looking Statements

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the second quarter and full year 2019, the completion, timing and impact of the Samanage acquisition and our beliefs regarding our related market opportunities. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “aim,” “anticipate,” “believe,” “can,” “could,” “seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,” “intend,” “estimate,” “continue,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) the inability to generate significant volumes of high quality sales leads from our digital marketing initiatives and convert such leads into new business at acceptable conversion rates; (b) the inability to sell products to new customers or to sell additional products or upgrades to our existing customers; (c)




any decline in our renewal or net retention rates; (d) our inability to successfully identify, complete, and integrate acquisitions and manage our growth effectively; (e) the risk that the Samanage acquisition does not close at all or when expected or that its contribution to our financial results are lower than expected; (f) risks associated with our international operations; (g) our status as a controlled company; (h) the possibility that general economic conditions or uncertainty cause information technology spending to be reduced or purchasing decisions to be delayed; (i) the timing and success of new product introductions and product upgrades by SolarWinds or its competitors; (j) the possibility that our operating income could fluctuate and may decline as percentage of revenue as we make further expenditures to expand our operations in order to support additional growth in our business; (k) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity; and (l) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the period ended December 31, 2018 filed on February 25, 2019 and the Form 10-Q that SolarWinds anticipates filing on or before May 15, 2019. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.

Adoption of the New Revenue Recognition Standard
Effective January 1, 2019, we adopted FASB Accounting Standards Codification (ASC) No. 2014-09 “Revenue from Contracts with Customers,” or ASC 606, using the modified retrospective method. Results for reporting periods beginning after January 1, 2019 are presented in compliance with the new revenue recognition standard ASC 606. Historical financial results for reporting periods prior to 2019 are presented in conformity with amounts previously disclosed under the prior revenue recognition standard, ASC 605 “Revenue Recognition,”or ASC 605. In the interest of comparability during the transition year to ASC 606, we present our financial results for the three month period ended March 31, 2019 in accordance with both ASC 606 and ASC 605.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management and board of directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business.
SolarWinds also believes that these non-GAAP financial measures are used by investors and security analysts to (a) compare and evaluate its performance from period to period and (b) compare its performance to those of its competitors. These non-GAAP measures exclude certain items that can vary substantially from company to company depending upon their financing and accounting methods, the book value of their assets, their capital structures and the method by which their assets were acquired.
There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income.
As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, the most comparable GAAP measures. SolarWinds' management and board of directors compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Set forth in the tables below are the corresponding GAAP financial measures for each non-GAAP financial measure presented. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are set forth in the tables below.
Non-GAAP Revenue. We define non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue, and non-GAAP total revenue as subscription revenue, maintenance revenue, license revenue, and total revenue, respectively, excluding the impact of purchase accounting primarily from our take private transaction in early 2016 and the acquisition of LOGICnow for periods prior to 2019 and the expected impact of the Samanage acquisition for 2019 outlook. The non-GAAP revenue growth rates we provide are calculated using non-GAAP revenue from the comparable prior period. We monitor these measures to assess our performance because we believe our revenue growth rates would be overstated without these adjustments. We believe presenting non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue and non-GAAP total revenue aids in the comparability between periods and in assessing our overall operating performance.




Non-GAAP Revenue on a Constant Currency Basis. We provide non-GAAP revenue on a constant currency basis to provide a framework for assessing our performance and expectations regarding future performance excluding the effect of foreign currency rate fluctuations. To present this information, current period results and future period estimated results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at the average exchange rates in effect during the corresponding prior period presented. We believe that providing non-GAAP revenue on a constant currency basis facilitates the comparison of non-GAAP revenue to prior periods.
Non-GAAP Cost of Revenue and Non-GAAP Operating Income. We provide non-GAAP cost of revenue and non-GAAP operating income and related non-GAAP margins using non-GAAP revenue as discussed above and excluding such items as the write-down of deferred revenue related to purchase accounting, amortization of acquired intangible assets, stock-based compensation expense, acquisition and Sponsor related costs and restructuring charges and other. Management believes these measures are useful for the following reasons:

Amortization of Acquired Intangible Assets. We provide non-GAAP information that excludes expenses related to purchased intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors, because the amortization of acquired intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.
Stock-Based Compensation Expense. We provide non-GAAP information that excludes expenses related to stock-based compensation. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Because of these unique characteristics of stock-based compensation, management excludes these expenses when analyzing the organization’s business performance.
Acquisition and Sponsor Related Costs. We exclude certain expense items resulting from our take private transaction in early 2016 and other acquisitions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing these non-GAAP measures that exclude acquisition and Sponsor related costs, allows users of our financial statements to better review and understand the historical and current results of our continuing operations, and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.
Restructuring Charges and Other. We provide non-GAAP information that excludes restructuring charges such as severance and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities and charges related to the separation of employment with executives of the Company. These charges are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these charges for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share. We believe that the use of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share is helpful to our investors to clarify and enhance their understanding of past performance and future prospects. Non-GAAP net income (loss) is calculated as net income (loss) excluding the adjustments to non-GAAP revenue, non-GAAP cost of revenue and non-GAAP operating income, losses on extinguishment of debt, certain other non-operating gains and losses and the income tax effect of the non-GAAP exclusions. We define non-GAAP net income (loss) per diluted share as non-GAAP net income (loss) divided by the non-GAAP weighted average outstanding common shares, proforma, which is calculated as if to reflect the conversion of Class A Common Stock and shares issued for accrued dividends and shares issued at our initial public offering as if each occurred at the beginning of each respective period.
Adjusted EBITDA and Adjusted EBITDA Margin. We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as it is a measure we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding the impact of purchase accounting on total revenue, amortization of acquired intangible assets and developed technology, depreciation expense, stock-based compensation expense, restructuring and other charges, acquisition and Sponsor related costs, interest expense, net, debt extinguishment and refinancing costs, unrealized foreign currency (gains) losses, and income tax expense (benefit). We define




adjusted EBITDA margin as adjusted EBITDA divided by non-GAAP revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted EBITDA excludes the impact of the write-down of deferred revenue due to purchase accounting in connection with our acquisition, and therefore includes revenue that will never be recognized under GAAP; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Unlevered Free Cash Flow. Unlevered free cash flow is a measure of our liquidity used by management to evaluate our business prior to the impact of our capital structure, purchases of property and equipment, acquisition and sponsor related costs, restructuring costs and other one time items, that can be used by us for strategic opportunities and strengthening our balance sheet. However, given our debt obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.
About SolarWinds
SolarWinds (NYSE: SWI) is a leading provider of powerful and affordable IT infrastructure management software. Our products give organizations worldwide, regardless of type, size or IT infrastructure complexity, the power to monitor and manage the performance of their IT environments, whether on-premises, in the cloud, or in hybrid models. We continuously engage with all types of technology professionals—IT operations professionals, DevOps professionals, and managed service providers (MSPs)—to understand the challenges they face maintaining high-performing and highly available IT infrastructures. The insights we gain from engaging with them, in places like our THWACK online community, allow us to build products that solve well-understood IT management challenges in ways that technology professionals want them solved. This focus on the user and commitment to excellence in end-to-end hybrid IT performance management has established SolarWinds as a worldwide leader in network management software and MSP solutions. Learn more today at www.solarwinds.com.

The SolarWinds, SolarWinds & Design, Orion, and THWACK trademarks are the exclusive property of SolarWinds Worldwide, LLC or its affiliates, are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other SolarWinds trademarks, service marks, and logos may be common law marks or are registered or pending registration. All other trademarks mentioned herein are used for identification purposes only and are trademarks of (and may be registered trademarks of) their respective companies.

© 2019 SolarWinds Worldwide, LLC. All rights reserved.


CONTACTS:
 
 
 
 
 
Investors:
 
Media:
 
Dave Hafner
Phone: 385.374.7059
 
Tiffany Nels
Phone: 512.682.9535
 





SolarWinds Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share and per share information)
(Unaudited)
 
March 31,
 
December 31,
 
2019
 
2018
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
434,465

 
$
382,620

Accounts receivable, net of allowances of $3,466 and $3,196 as of March 31, 2019 and December 31, 2018, respectively
109,837

 
100,528

Income tax receivable
1,141

 
893

Prepaid and other current assets
20,811

 
16,267

Total current assets
566,254

 
500,308

Property and equipment, net
36,918

 
35,864

Deferred taxes
6,879

 
6,873

Goodwill
3,661,794

 
3,683,961

Intangible assets, net
891,958

 
956,261

Other assets, net
16,669

 
11,382

Total assets
$
5,180,472

 
$
5,194,649

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
10,052

 
$
9,742

Accrued liabilities and other
40,873

 
52,055

Accrued interest payable
863

 
290

Income taxes payable
17,878

 
15,682

Current portion of deferred revenue
285,212

 
270,433

Current debt obligation
19,900

 
19,900

Total current liabilities
374,778

 
368,102

Long-term liabilities:
 
 
 
Deferred revenue, net of current portion
26,578

 
25,699

Non-current deferred taxes
137,454

 
147,144

Other long-term liabilities
133,902

 
133,532

Long-term debt, net of current portion
1,901,383

 
1,904,072

Total liabilities
2,574,095

 
2,578,549

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Common stock, $0.001 par value: 1,000,000,000 shares authorized and 306,405,049 and 304,942,415 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
306

 
305

Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively

 

Additional paid-in capital
3,019,652

 
3,011,080

Accumulated other comprehensive income (loss)
(10,665
)
 
17,043

Accumulated deficit
(402,916
)
 
(412,328
)
Total stockholders’ equity
2,606,377

 
2,616,100

Total liabilities and stockholders’ equity
$
5,180,472

 
$
5,194,649







SolarWinds Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share information)
(Unaudited)

 
Three Months Ended March 31,
 
2019
 
2018
Revenue:
 
 
 
Subscription
$
71,565

 
$
63,053

Maintenance
106,292

 
97,000

Total recurring revenue
177,857

 
160,053

License
37,935

 
36,860

Total revenue
215,792

 
196,913

Cost of revenue:
 
 
 
Cost of recurring revenue
18,159

 
16,887

Amortization of acquired technologies
43,817

 
44,319

Total cost of revenue
61,976

 
61,206

Gross profit
153,816

 
135,707

Operating expenses:
 
 
 
Sales and marketing
60,595

 
52,682

Research and development
25,188

 
24,753

General and administrative
21,736

 
19,186

Amortization of acquired intangibles
16,502

 
17,128

Total operating expenses
124,021

 
113,749

Operating income
29,795

 
21,958

Other income (expense):
 
 
 
Interest expense, net
(27,382
)
 
(42,089
)
Other income (expense), net
1,297

 
(48,136
)
Total other income (expense)
(26,085
)
 
(90,225
)
Income (loss) before income taxes
3,710

 
(68,267
)
Income tax expense (benefit)
565

 
(8,357
)
Net income (loss)
$
3,145

 
$
(59,910
)
Net income (loss) available to common stockholders
$
3,103

 
$
(129,745
)
Net income (loss) available to common stockholders per share:
 
 
 
Basic earnings (loss) per share
$
0.01

 
$
(1.28
)
Diluted earnings (loss) per share
$
0.01

 
$
(1.28
)
Weighted-average shares used to compute net income (loss) available to commons stockholders per share:
 
 
 
Shares used in computation of basic earnings (loss) per share
305,653

 
101,644

Shares used in computation of diluted earnings (loss) per share
309,783

 
101,644








SolarWinds Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Cash flows from operating activities
 
 
 
Net income (loss)
$
3,145

 
$
(59,910
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
64,463

 
65,215

Provision for doubtful accounts
514

 
435

Stock-based compensation expense
7,718

 
41

Amortization of debt issuance costs
2,286

 
4,166

Loss on extinguishment of debt

 
60,590

Deferred taxes
(11,283
)
 
1,464

(Gain) loss on foreign currency exchange rates
(1,308
)
 
(13,543
)
Other non-cash expenses (benefits)
(687
)
 
572

Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
 
 
 
Accounts receivable
(10,568
)
 
(630
)
Income taxes receivable
(250
)
 
(315
)
Prepaid and other assets
(4,326
)
 
(3,509
)
Accounts payable
479

 
(3,785
)
Accrued liabilities and other
(10,798
)
 
(1,966
)
Accrued interest payable
573

 
(10,582
)
Income taxes payable
2,546

 
(12,149
)
Deferred revenue
20,054

 
9,492

Other long-term liabilities
805

 
(232
)
Net cash provided by operating activities
63,363

 
35,354

Cash flows from investing activities
 
 
 
Purchases of property and equipment
(4,570
)
 
(2,946
)
Purchases of intangible assets
(1,240
)
 
(813
)
Acquisitions, net of cash acquired

 
(12,990
)
Proceeds from sale of cost method investment and other
235

 
10,715

Net cash used in investing activities
(5,575
)
 
(6,034
)
Cash flows from financing activities
 
 
 
Proceeds from issuance of common stock and incentive restricted stock

 
1,100

Repurchase of common stock and incentive restricted stock
(8
)
 
(45
)
Exercise of stock options
36

 
1

Premium paid on debt extinguishment

 
(22,725
)
Proceeds from credit agreement

 
626,950

Repayments of borrowings from credit agreement
(4,975
)
 
(684,975
)
Payment of debt issuance costs

 
(5,561
)
Net cash used in financing activities
(4,947
)
 
(85,255
)
Effect of exchange rate changes on cash and cash equivalents
(996
)
 
1,738

Net increase (decrease) in cash and cash equivalents
51,845

 
(54,197
)
Cash and cash equivalents
 
 
 
Beginning of period
382,620

 
277,716

End of period
$
434,465

 
$
223,519

 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
Cash paid for interest
$
25,423

 
$
48,717

Cash paid for income taxes
$
8,635

 
$
2,039





SolarWinds Corporation
Reconciliation of Q1 2019 Financial Results ASC 606 to ASC 605
(Unaudited)


 
Three Months Ended March 31, 2019
 
As reported
(ASC 606)
 
ASC 606 impact
 
Without adoption of ASC 606
(ASC 605)
 
 
 
 
 
 
 
(in thousands)
Revenue:
 
 
 
 
 
Subscription
$
71,565

 
$
124

 
$
71,689

Maintenance
106,292

 
235

 
106,527

Total recurring revenue
177,857

 
359

 
178,216

License
37,935

 
(192
)
 
37,743

Total revenue
$
215,792

 
$
167

 
$
215,959

 
 
 
 
 
 
Total operating expenses(1)
124,021

 
1,400

 
125,421

 
 
 
 
 
 
Net income
$
3,145

 
$
(1,233
)
 
$
1,912

_______
(1)
Adjustment represents the impact of the capitalization and amortization of sales commissions related to ASC 606. These adjustments are recorded in the sales and marketing line item in our condensed consolidated statements of operations.








SolarWinds Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
ASC 606
 
ASC 606 impact
 
ASC 605
 
ASC 605
 
 
 
 
 
 
 
 
 
(in thousands, except margin data)
Revenue:
 
 
 
 
 
 
 
GAAP subscription revenue
$
71,565

 
$
124

 
$
71,689

 
$
63,053

Impact of purchase accounting

 

 

 
634

Non-GAAP subscription revenue
71,565

 
124

 
71,689

 
63,687

GAAP maintenance revenue
106,292

 
235

 
106,527

 
97,000

Impact of purchase accounting

 

 

 
813

Non-GAAP maintenance revenue
106,292

 
235

 
106,527

 
97,813

GAAP total recurring revenue
177,857

 
359

 
178,216

 
160,053

Impact of purchase accounting

 

 

 
1,447

Non-GAAP total recurring revenue
177,857

 
359

 
178,216

 
161,500

GAAP license revenue
37,935

 
(192
)
 
37,743

 
36,860

Impact of purchase accounting

 

 

 

Non-GAAP license revenue
37,935

 
(192
)
 
37,743

 
36,860

Total GAAP revenue
$
215,792

 
$
167

 
$
215,959

 
$
196,913

Impact of purchase accounting
$

 
$

 
$

 
$
1,447

Total non-GAAP revenue
$
215,792

 
$
167

 
$
215,959

 
$
198,360

 
 
 
 
 
 
 
 
GAAP cost of revenue
$
61,976

 
 
 
$
61,976

 
$
61,206

Stock-based compensation expense
(372
)
 
 

(372
)
 
(1
)
Amortization of acquired technologies
(43,817
)
 
 

(43,817
)
 
(44,319
)
Acquisition and Sponsor related costs
(60
)
 
 

(60
)
 
(84
)
Non-GAAP cost of revenue
$
17,727

 
 
 
$
17,727

 
$
16,802

 
 
 
 
 
 
 
 
GAAP gross profit
$
153,816

 
$
167

 
$
153,983

 
$
135,707

Impact of purchase accounting

 

 

 
1,447

Stock-based compensation expense
372

 

 
372

 
1

Amortization of acquired technologies
43,817

 

 
43,817

 
44,319

Acquisition and Sponsor related costs
60

 

 
60

 
84

Non-GAAP gross profit
$
198,065

 
$
167

 
$
198,232

 
$
181,558

GAAP gross margin
71.3
%
 
 
 
71.3
%
 
68.9
%
Non-GAAP gross margin
91.8
%
 
 
 
91.8
%
 
91.5
%
 
 
 
 
 
 
 
 
GAAP sales and marketing expense
$
60,595

 
$
1,400

 
$
61,995

 
$
52,682

Stock-based compensation expense
(2,805
)
 

 
(2,805
)
 
(25
)
Acquisition and Sponsor related costs
(720
)
 

 
(720
)
 
(669
)
Restructuring costs and other
(325
)
 

 
(325
)
 
(49
)
Non-GAAP sales and marketing expense
$
56,745

 
$
1,400

 
$
58,145

 
$
51,939

 
 
 
 
 
 
 
 
GAAP research and development expense
$
25,188

 
 
 
$
25,188

 
$
24,753

Stock-based compensation expense
(1,632
)
 
 
 
(1,632
)
 
(8
)
Acquisition and Sponsor related costs
(247
)
 
 
 
(247
)
 
(852
)
Restructuring costs and other
(5
)
 
 
 
(5
)
 
(106
)
Non-GAAP research and development expense
$
23,304

 
 
 
$
23,304

 
$
23,787

 
 
 
 
 
 
 
 




 
Three Months Ended March 31,
 
2019
 
2018
 
ASC 606
 
ASC 606 impact
 
ASC 605
 
ASC 605
 
 
 
 
 
 
 
 
GAAP general and administrative expense
$
21,736

 
 
 
$
21,736

 
$
19,186

Stock-based compensation expense
(2,909
)
 
 
 
(2,909
)
 
(7
)
Acquisition and Sponsor related costs
(1,231
)
 
 
 
(1,231
)
 
(3,583
)
Restructuring costs and other
(194
)
 
 
 
(194
)
 
(239
)
Non-GAAP general and administrative expense
$
17,402

 
 
 
$
17,402

 
$
15,357

 
 
 
 
 
 
 
 
GAAP operating expenses
$
124,021

 
$
1,400

 
$
125,421

 
$
113,749

Stock-based compensation expense
(7,346
)
 

 
(7,346
)
 
(40
)
Amortization of acquired intangibles
(16,502
)
 

 
(16,502
)
 
(17,128
)
Acquisition and Sponsor related costs
(2,198
)
 

 
(2,198
)
 
(5,104
)
Restructuring costs and other
(524
)
 

 
(524
)
 
(394
)
Non-GAAP operating expenses
$
97,451

 
$
1,400

 
$
98,851

 
$
91,083

 
 
 
 
 
 
 
 
GAAP operating income
$
29,795

 
$
(1,233
)
 
$
28,562

 
$
21,958

Impact of purchase accounting

 

 

 
1,447

Stock-based compensation expense
7,718

 

 
7,718

 
41

Amortization of acquired technologies
43,817

 

 
43,817

 
44,319

Amortization of acquired intangibles
16,502

 

 
16,502

 
17,128

Acquisition and Sponsor related costs
2,258

 

 
2,258

 
5,188

Restructuring costs and other
524

 

 
524

 
394

Non-GAAP operating income
$
100,614

 
$
(1,233
)
 
$
99,381

 
$
90,475

GAAP operating margin
13.8
%
 
 
 
13.2
%
 
11.2
%
Non-GAAP operating margin
46.6
%
 
 
 
46.0
%
 
45.6
%
 
 
 
 
 
 
 
 
GAAP net income (loss)
$
3,145

 
$
(1,233
)
 
$
1,912

 
$
(59,910
)
Impact of purchase accounting

 

 

 
1,447

Stock-based compensation expense
7,718

 

 
7,718

 
41

Amortization of acquired technologies
43,817

 

 
43,817

 
44,319

Amortization of acquired intangibles
16,502

 

 
16,502

 
17,128

Acquisition and Sponsor related costs
2,258

 

 
2,258

 
5,188

Restructuring costs and other
524

 

 
524

 
394

Loss on extinguishment of debt

 

 

 
60,590

Tax benefits associated with above adjustments
(13,049
)
 

 
(13,049
)
 
(26,166
)
Non-GAAP net income
$
60,915

 
$
(1,233
)
 
$
59,682

 
$
43,031

 
 
 
 
 
 
 
 
GAAP diluted earnings (loss) per share
$
0.01

 
 
 
$
0.01

 
$
(1.28
)
Non-GAAP diluted earnings (loss) per share, pro forma
$
0.20

 
 
 
$
0.19

 
$
0.14

 
 
 
 
 
 
 
 
Weighted-average shares used to compute GAAP diluted earnings (loss) per share
309,783

 
 
 
309,783

 
101,644

Weighted-average shares used to compute Non-GAAP diluted earnings (loss) per share, pro forma(1)
309,783

 
 
 
309,783

 
304,456


___________
(1)
For an explanation of the pro forma calculation, please see "Reconciliation of GAAP to Non-GAAP Weighted-Average Outstanding Diluted Common Shares" below.






Reconciliation of GAAP to Non-GAAP Weighted-Average Outstanding Diluted Common Shares
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
 
 
 
 
(in thousands)
GAAP weighted-average shares used in computing diluted earnings (loss) per share available to common shareholders
309,783

 
101,644

 
 
 
 
Pro forma dilutive shares:
 
 
 
Weighted-average pro forma adjustment to reflect conversion of redeemed convertible Class A Common Stock and shares issued for accrued dividends(1)

 
177,812

Shares issued at offering(2)

 
25,000

Non-GAAP weighted-average shares used in computing diluted earnings (loss) per share, pro forma(3)
309,783

 
304,456

_____________
(1)
Adjustment to give effect to the conversion of 2,661,015 shares of Class A Common Stock that were outstanding immediately prior to the closing of the initial public offering into 140,053,370 shares of common stock and the conversion of $717.4 million of accrued and unpaid dividends on the Class A Common Stock into 37,758,109 shares of common stock equal to the result of the accrued and unpaid dividends on each share of Class A Common Stock, divided by $19.00 per share, as if the shares had been issued at the beginning of the period.
(2)
Adjustment to give effect to 25.0 million shares issued in connection with the initial public offering retroactively applied as if the shares had been issued at the beginning of the period.
(3)
Does not give effect to anti-dilutive incentive stock awards including 7.3 million of equity awards issued in connection with the initial public offering in October 2018.






Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 

ASC 606
 
ASC 606 impact
 
ASC 605
 
ASC 605
 
 
 
 
 
 
 
 
 
(in thousands)
Net income (loss)
$
3,145

 
$
(1,233
)
 
$
1,912

 
$
(59,910
)
Amortization and depreciation
64,463

 

 
64,463

 
65,215

Income tax expense (benefit)
565

 

 
565

 
(8,357
)
Interest expense, net
27,382

 

 
27,382

 
42,089

Impact of purchase accounting on total revenue

 

 

 
1,447

Unrealized foreign currency (gains) losses(1)
(1,308
)
 

 
(1,308
)
 
(12,586
)
Acquisition and Sponsor related costs
2,258

 

 
2,258

 
5,188

Debt related costs(2)
101

 

 
101

 
61,589

Stock-based compensation expense
7,718

 

 
7,718

 
41

Restructuring costs and other
524

 

 
524

 
394

Adjusted EBITDA
$
104,848

 
$
(1,233
)
 
$
103,615

 
$
95,110

Adjusted EBITDA margin
48.6
%
 
 
 
48.0
%
 
47.9
%
_______________
(1)
Unrealized foreign currency (gains) losses primarily relate to the remeasurement of our intercompany loans and to a lesser extent, unrealized foreign currency (gains) losses on selected assets and liabilities.
(2)
Debt related costs include fees related to our credit agreements, debt refinancing costs and the related write-off of debt issuance costs.






Reconciliation of Non-GAAP Revenue to Non-GAAP Revenue on a Constant Currency Basis
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
Growth Rate
 
 
 
 
 
 
 
(in thousands, except percentages)
GAAP subscription revenue
$
71,565

 
$
63,053

 
13.5
 %
Impact of purchase accounting

 
634

 
(1.0
)
Non-GAAP subscription revenue
71,565

 
63,687

 
12.4

Adjustment due to adoption of ASC 606
124

 

 
0.2

Estimated foreign currency impact(1)
2,616

 

 
4.1

Non-GAAP subscription revenue on a constant currency basis as if reported under ASC 605
$
74,305

 
$
63,687

 
16.7
 %
 
 
 
 
 

GAAP maintenance revenue
$
106,292

 
$
97,000

 
9.6
 %
Impact of purchase accounting

 
813

 
(0.8
)
Non-GAAP maintenance revenue
106,292

 
97,813

 
8.7

Adjustment due to adoption of ASC 606
235

 

 
0.2

Estimated foreign currency impact(1)
1,507

 

 
1.5

Non-GAAP maintenance revenue on a constant currency basis as if reported under ASC 605
$
108,034

 
$
97,813

 
10.4
 %
 
 
 
 
 

GAAP total recurring revenue
$
177,857

 
$
160,053

 
11.1
 %
Impact of purchase accounting

 
1,447

 
(0.9
)
Non-GAAP total recurring revenue
177,857

 
161,500

 
10.1

Adjustment due to adoption of ASC 606
359

 

 
0.2

Estimated foreign currency impact(1)
4,123

 

 
2.6

Non-GAAP total recurring revenue on a constant currency basis as if reported under ASC 605
$
182,339

 
$
161,500

 
12.9
 %
 
 
 
 
 

GAAP license revenue
$
37,935

 
$
36,860

 
2.9
 %
Impact of purchase accounting

 

 

Non-GAAP license revenue
37,935

 
36,860

 
2.9

Adjustment due to adoption of ASC 606
(192
)
 

 
(0.5
)
Estimated foreign currency impact(1)
581

 

 
1.6

Non-GAAP license revenue on a constant currency basis as if reported under ASC 605
$
38,324

 
$
36,860

 
4.0
 %
 
 
 
 
 

Total GAAP revenue
$
215,792

 
$
196,913

 
9.6
 %
Impact of purchase accounting

 
1,447

 
(0.7
)
Non-GAAP total revenue
215,792

 
198,360

 
8.8

Adjustment due to adoption of ASC 606
167

 

 
0.1

Estimated foreign currency impact(1)
4,704

 

 
2.4

Non-GAAP total revenue on a constant currency basis as if reported under ASC 605
$
220,663

 
$
198,360

 
11.2
 %
________
(1)
The estimated foreign currency impact is calculated using the average foreign currency exchange rates in the comparable prior year monthly periods and applying those rates to foreign-denominated revenue as calculated under ASC 605 in the corresponding monthly periods in the first quarter of 2019.


Reconciliation of Q1 2019 ASC 605 Revenue to Adjusted Revenue Assuming Rates in Previously Issued Outlook
 
Three Months Ended
March 31, 2019
 

 
(in thousands)
Total revenue under ASC 605
$
215,959

Estimated foreign currency impact(2)
655

Total adjusted revenue under ASC 605 assuming foreign currency exchange rates used in previously issued outlook
$
216,614

________
(2)
Estimated foreign currency impact represents the impact of the difference between the actual foreign currency exchange rates in the period used to calculate our Q1 2019 actual results under ASC 605 and the rates assumed in our previously issued outlook dated February 7, 2019.




Reconciliation of Non-GAAP Revenue Outlook
 
Full Year 2019
 
Low
 
High
 
Low(2)
 
High(2)
 
 
 
 
 
 
 
 
 
(in millions, except year-over-year percentages)
Total non-GAAP revenue
$
934

 
$
949

 
12
%
 
13
%
Estimated foreign currency impact
12

 
12

 
1

 
2

Non-GAAP total revenue on a constant currency basis(1)
$
946

 
$
961

 
13
%
 
15
%

 
Q2 2019
 
Low
 
High
 
Low(2)
 
High(2)
 
 
 
 
 
 
 
 
 
(in millions, except year-over-year percentages)
Total non-GAAP revenue
$
224

 
$
229

 
10
%
 
13
%
Estimated foreign currency impact
4

 
4

 
2

 
2

Non-GAAP total revenue on a constant currency basis(1)
$
228

 
$
233

 
12
%
 
15
%

 
Full Year 2019(2)
 
Q2 2019(2)
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
Non-GAAP subscription revenue growth
23
%
 
25
%
 
18
%
 
21
%
Estimated foreign currency impact
2

 
2

 
3

 
3

Non-GAAP subscription revenue growth on a constant currency basis(1)
25
%
 
27
%
 
21
%
 
24
%
 
 
 
 
 
 
 
 
Non-GAAP license and maintenance revenue growth
6
%
 
8
%
 
7
%
 
9
%
Estimated foreign currency impact
2

 
1

 
1

 
2

Non-GAAP license and maintenance revenue growth on a constant currency basis(1)
8
%
 
9
%
 
8
%
 
11
%

________
(1)
Non-GAAP revenue on a constant currency basis is calculated using the average foreign currency exchange rates in the comparable prior year periods and applying those rates to the estimated foreign-denominated revenue in the corresponding periods rather than the forecasted foreign currency exchange rates for the future periods.
(2)
Revenue growth rates are calculated using non-GAAP revenue from the comparable prior period.







Reconciliation of Unlevered Free Cash Flow
 
Three Months Ended March 31,
 
2019
 
2018
 
 
 
 
 
(in thousands)
Net cash provided by operating activities
$
63,363

 
$
35,354

Capital expenditures(1)
(5,810
)
 
(3,759
)
Cash paid for interest and other debt related items
24,624

 
49,504

Cash paid for acquisition and sponsor related costs, restructuring costs and other one time items
4,386

 
6,571

Unlevered free cash flow (excluding forfeited tax shield)
86,563

 
87,670

Forfeited tax shield related to interest payments(2)
(5,720
)
 
(10,961
)
Unlevered free cash flow
$
80,843

 
$
76,709

_______________
(1)
Includes purchases of property and equipment and purchases of intangible assets.
(2)
Forfeited tax shield related to interest payments assumes a statutory rate of 22.5% for the three months ended March 31, 2019 and 2018.







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