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    Thoughtworks Reports Third Quarter 2024 Financial Results

    11/12/24 7:00:00 AM ET
    $TWKS
    EDP Services
    Technology
    Get the next $TWKS alert in real time by email
    • Third quarter revenues of $261.4 million

    Thoughtworks Holding, Inc. (NASDAQ:TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results for the third quarter of 2024.

    Acquisition Update

    As announced on August 5, 2024, Thoughtworks has entered into a definitive merger agreement to be acquired by affiliates of certain investment funds advised by Apax Partners LLP for $4.40 per share (the "Merger"). In connection with the Merger, Thoughtworks has filed a definitive Information Statement with the Securities and Exchange Commission on October 21, 2024. A copy of the Information Statement can be found by visiting the Investor Relations section of the Thoughtworks corporate website at thoughtworks.com. In light of the announced transaction, Thoughtworks will not be holding a conference call to discuss its September 30, 2024 financial results.

    Update on Restructuring Activities

    On August 8, 2023, Thoughtworks initiated several measures to reduce operational costs and better align our business with our customers' needs in a challenging macroeconomic environment. On May 7, 2024, we increased our restructuring program to capture additional cost savings. On August 2, 2024, the Company's Board of Directors approved a second increase to its restructuring plan. The restructuring program was completed on October 31, 2024, as expected. The Company expects to record an immaterial amount of expense in the fourth quarter of 2024 due to closing out the program and the finalization of certain restructuring expenses, in addition to expense incurred in October related to restructuring actions taken.

    During the third quarter of 2024, Thoughtworks incurred pre-tax cash charges of approximately $22.6 million, which include $21.1 million in wage-related costs and $1.5 million in non-wage related costs. Since the program's inception in August 2023 through September 30, 2024, we have incurred pre-tax cash charges of approximately $50.9 million, which include $45.6 million in wage-related costs and $5.3 million in non-wage related costs, compared to total expected pre-tax charges of $56.5 million to $68.0 million, of which include $51.0 million to $59.0 million of wage-related expenses, such as employee severance and related benefits, and $5.5 million to $9.0 million of non-wage related expenses, including costs related to reducing leased office space, vendor contract cancellations and professional fees. As of September 30, 2024, we have achieved $180 million of annualized savings compared to expected total restructuring program savings of $185.0 million to $210.0 million.

    QTD third quarter 2024 highlights

    Revenues for the third quarter were $261.4 million, a year-over-year decline of (6.7)%, or a year-over-year decline of (6.9)% in constant currency.

    Net loss margin for the third quarter was (2.3)% compared to (9.2)% for the third quarter of 2023. Adjusted EBITDA Margin for the third quarter was 11.7% compared to 12.0% for the third quarter of 2023.

    Diluted loss per share for the third quarter was $(0.02) compared to $(0.08) for the third quarter of 2023. Adjusted Diluted EPS for the third quarter was $0.03 compared to $0.04 for the third quarter of 2023.

    YTD third quarter 2024 highlights

    Revenues for the nine months ended were $761.7 million, a year-over-year decline of (12.9)%, or a year-over-year decline of (12.6)% in constant currency. Acquisitions completed in the last twelve months had an immaterial contribution to revenue growth for the nine months ended September 30, 2024.

    Net loss margin for the nine months ended was (9.6)% compared to (5.3)% for the nine months ended September 30, 2023. Adjusted EBITDA Margin for the nine months ended was 5.7% compared to 11.2% for the nine months ended September 30, 2023.

    Diluted loss per share for the nine months ended was $(0.23) compared to $(0.15) for the nine months ended September 30, 2023. Adjusted diluted loss per share for the nine months ended was $(0.02) compared to Adjusted Diluted EPS of $0.10 for the nine months ended September 30, 2023.

     

    QTD third quarter 2024 summary

     

     

    Three Months Ended

    September 30,

     

     

     

     

    $ in millions, except per share data

    2024

     

    2023

     

    Change

     

    % Change(1)

    GAAP Metrics:

     

     

     

     

     

     

     

    Revenues(2)

    $

    261.4

     

     

    $

    280.2

     

     

    $

    (18.8

    )

     

    (6.7

    )%

    Gross Profit

    $

    91.9

     

     

    $

    94.2

     

     

    $

    (2.3

    )

     

    (2.4

    )%

    Gross Margin

     

    35.2

    %

     

     

    33.6

    %

     

     

    1.6

    %

     

     

    SG&A

    $

    69.7

     

     

    $

    81.8

     

     

    $

    (12.1

    )

     

    (14.8

    )%

    SG&A Margin

     

    26.7

    %

     

     

    29.2

    %

     

     

    (2.5

    )%

     

     

    Stock-based compensation(3)

    $

    6.9

     

     

    $

    12.8

     

     

    $

    (5.9

    )

     

    (46.1

    )%

    Net loss

    $

    (6.1

    )

     

    $

    (25.9

    )

     

    $

    19.8

     

     

     

    Net loss margin

     

    (2.3

    )%

     

     

    (9.2

    )%

     

     

    6.9

    %

     

     

    Diluted loss per share

    $

    (0.02

    )

     

    $

    (0.08

    )

     

    $

    0.06

     

     

     

    Cash flow from operations

    $

    2.1

     

     

    $

    6.4

     

     

    $

    (4.3

    )

     

    (67.2

    )%

    Non-GAAP Metrics(4):

     

     

     

     

     

     

     

    Revenue Growth Rate at constant currency(5)

     

    (6.9

    )%

     

     

    (16.6

    )%

     

     

     

     

    Adjusted Gross Profit

    $

    97.3

     

     

    $

    104.9

     

     

    $

    (7.6

    )

     

    (7.2

    )%

    Adjusted Gross Margin

     

    37.2

    %

     

     

    37.4

    %

     

     

    (0.2

    )%

     

     

    Adjusted SG&A

    $

    66.9

     

     

    $

    72.8

     

     

    $

    (5.9

    )

     

    (8.1

    )%

    Adjusted SG&A Margin

     

    25.6

    %

     

     

    26.0

    %

     

     

    (0.4

    )%

     

     

    Adjusted Net Income

    $

    9.7

     

     

    $

    11.5

     

     

    $

    (1.8

    )

     

    (15.7

    )%

    Adjusted EBITDA

    $

    30.7

     

     

    $

    33.6

     

     

    $

    (2.9

    )

     

    (8.6

    )%

    Adjusted EBITDA Margin

     

    11.7

    %

     

     

    12.0

    %

     

     

    (0.3

    )%

     

     

    Adjusted Diluted EPS

    $

    0.03

     

     

    $

    0.04

     

     

    $

    (0.01

    )

     

    (25.0

    )%

    Free Cash Flow

    $

    (1.1

    )

     

    $

    3.7

     

     

    $

    (4.8

    )

     

     

     

    YTD third quarter 2024 summary

     

     

    Nine Months Ended

    September 30,

     

     

     

     

    $ in millions, except per share data

    2024

     

    2023

     

    Change

     

    % Change(1)

    GAAP Metrics:

     

     

     

     

     

     

     

    Revenues(2)

    $

    761.7

     

     

    $

    874.4

     

     

    $

    (112.7

    )

     

    (12.9

    )%

    Gross Profit

    $

    231.9

     

     

    $

    282.6

     

     

    $

    (50.7

    )

     

    (17.9

    )%

    Gross Margin

     

    30.5

    %

     

     

    32.3

    %

     

     

    (1.8

    )%

     

     

    SG&A

    $

    225.7

     

     

    $

    254.8

     

     

    $

    (29.1

    )

     

    (11.4

    )%

    SG&A Margin

     

    29.6

    %

     

     

    29.1

    %

     

     

    0.5

    %

     

     

    Stock-based compensation(3)

    $

    26.9

     

     

    $

    48.1

     

     

    $

    (21.2

    )

     

    (44.1

    )%

    Net loss

    $

    (73.4

    )

     

    $

    (46.2

    )

     

    $

    (27.2

    )

     

     

    Net loss margin

     

    (9.6

    )%

     

     

    (5.3

    )%

     

     

    (4.3

    )%

     

     

    Diluted loss per share

    $

    (0.23

    )

     

    $

    (0.15

    )

     

    $

    (0.08

    )

     

     

    Cash flow from operations

    $

    (31.9

    )

     

    $

    36.6

     

     

    $

    (68.5

    )

     

     

    Non-GAAP Metrics(4):

     

     

     

     

     

     

     

    Revenue Growth Rate at constant currency(5)

     

    (12.6

    )%

     

     

    (10.2

    )%

     

     

     

     

    Adjusted Gross Profit

    $

    251.3

     

     

    $

    321.7

     

     

    $

    (70.4

    )

     

    (21.9

    )%

    Adjusted Gross Margin

     

    33.0

    %

     

     

    36.8

    %

     

     

    (3.8

    )%

     

     

    Adjusted SG&A

    $

    207.9

     

     

    $

    226.0

     

     

    $

    (18.1

    )

     

    (8.0

    )%

    Adjusted SG&A Margin

     

    27.3

    %

     

     

    25.8

    %

     

     

    1.5

    %

     

     

    Adjusted Net (Loss) Income

    $

    (6.3

    )

     

    $

    31.7

     

     

    $

    (38.0

    )

     

     

    Adjusted EBITDA

    $

    43.2

     

     

    $

    97.8

     

     

    $

    (54.6

    )

     

    (55.8

    )%

    Adjusted EBITDA Margin

     

    5.7

    %

     

     

    11.2

    %

     

     

    (5.5

    )%

     

     

    Adjusted Diluted (Loss) Earnings Per Share

    $

    (0.02

    )

     

    $

    0.10

     

     

    $

    (0.12

    )

     

     

    Free Cash Flow

    $

    (42.7

    )

     

    $

    30.2

     

     

    $

    (72.9

    )

     

     

     

    (1) The percentage change for the following items were excluded as they were determined to be not meaningful due to a loss or negative position in one or both periods. QTD: net loss, diluted loss per share and free cash flow. YTD: net loss, diluted loss per share, cash flow from operations, adjusted net (loss) income, adjusted diluted (loss) earnings per share and free cash flow.

    (2) Acquisitions completed in the last twelve months had an immaterial contribution to revenue growth for the quarter and nine months ended September 30, 2024.

    (3) The three and nine months ended September 30, 2024 include $0.2 million expense and a net reversal of $0.4 million, respectively, related to the CEO transition.

    (4) See "Non-GAAP financial measures" for how we define these measures and the financial tables that accompany this release for reconciliation of these measures to the closest comparable GAAP measures.

    (5) Revenue Growth Rate at Constant Currency is calculated by translating the current period revenues into U.S. dollars at the weighted average exchange rates of the prior period of comparison; therefore the weighted average rates used in each respective calculation are not consistent. The change in revenue growth rate at constant currency was excluded, as it was determined to be not meaningful.

    Bookings

    Our overall bookings for the trailing twelve months ended September 30, 2024 was $1.3 billion, a sequential increase from $1.2 billion and a year-over-year decrease from $1.4 billion. The sequential increase from the second quarter of 2024 to the third quarter of 2024 is a result of continued strong bookings as our industry-based go-to-market strategy is gaining momentum. The 7.1% year-over-year decrease in bookings is primarily a result of reduced client budgets reflecting caution around the macroeconomic environment and smaller contract sizes which reflect a shift to offshore services, where bill rates are lower compared to onshore work, and, in certain cases, discounts or pricing adjustments.

     

    Trailing Twelve Months Ended September 30,

     

    2024

     

    2023

    # of clients with bookings greater than $10 million

    37

     

    37

    # of clients with bookings between $5 million and $10 million

    30

     

    27

     

    Revenue by geography(6)

     

     

    Three Months Ended

    September 30,

     

     

     

    Nine Months Ended

    September 30,

     

     

    $ in thousands

    2024

     

    2023

     

    % Change

     

    2024

     

    2023

     

    % Change

    North America

    $

    92,039

     

    $

    105,241

     

    (12.5

    )%

     

    $

    269,094

     

    $

    327,871

     

    (17.9

    )%

    APAC

     

    91,185

     

     

    97,247

     

    (6.2

    )%

     

     

    266,993

     

     

    293,411

     

    (9.0

    )%

    Europe

     

    66,149

     

     

    63,228

     

    4.6

    %

     

     

    191,415

     

     

    207,775

     

    (7.9

    )%

    LATAM

     

    12,020

     

     

    14,443

     

    (16.8

    )%

     

     

    34,155

     

     

    45,373

     

    (24.7

    )%

    Total revenues

    $

    261,393

     

    $

    280,159

     

    (6.7

    )%

     

    $

    761,657

     

    $

    874,430

     

    (12.9

    )%

     

    (6) Revenues are presented geographically, by customer location. During the first quarter of 2024, in connection with the restructuring, the Company updated the disaggregation of revenue by customer location to reflect the geographical market based on contracting location, consistent with client ownership within our geographical markets, versus billing location, as previously reported. All corresponding disclosures and historical amounts have been recast to reflect the change.

     

    Revenue by industry vertical

     

     

    Three Months Ended

    September 30,

     

     

     

    Nine Months Ended

    September 30,

     

     

    $ in thousands

    2024

     

    2023

     

    % Change

     

    2024

     

    2023

     

    % Change

    Technology and business services

    $

    67,203

     

    $

    70,612

     

    (4.8

    )%

     

    $

    196,692

     

    $

    214,440

     

    (8.3

    )%

    Energy, public and health services

     

    67,059

     

     

    71,662

     

    (6.4

    )%

     

     

    193,611

     

     

    231,014

     

    (16.2

    )%

    Retail and consumer

     

    44,663

     

     

    44,663

     

    —

    %

     

     

    126,281

     

     

    137,060

     

    (7.9

    )%

    Financial services and insurance

     

    35,603

     

     

    46,447

     

    (23.3

    )%

     

     

    111,686

     

     

    154,380

     

    (27.7

    )%

    Automotive, travel and transportation

     

    46,865

     

     

    46,775

     

    0.2

    %

     

     

    133,387

     

     

    137,536

     

    (3.0

    )%

    Total revenues

    $

    261,393

     

    $

    280,159

     

    (6.7

    )%

     

    $

    761,657

     

    $

    874,430

     

    (12.9

    )%

    Liquidity

    We had cash and cash equivalents of $47.0 million as of September 30, 2024, along with $300.0 million of borrowing capacity under our revolving credit line, which was undrawn as of September 30, 2024. Our total debt outstanding, gross of deferred financing fees, was $290.0 million at September 30, 2024.

    -###- <TWKS915>

    About Thoughtworks

    Thoughtworks is a global technology consultancy that integrates strategy, design and engineering to drive digital innovation. We are over 10,000 Thoughtworkers strong across 48 offices in 19 countries. For 30+ years, we've delivered extraordinary impact together with our clients by helping them solve complex business problems with technology as the differentiator.

    Thoughtworks uses and intends to continue to use our investor relations website at https://investors.thoughtworks.com and social media, @thoughtworks on Twitter and LinkedIn, as a means of publicly disclosing material information and for complying with our disclosure obligations under Regulation Fair Disclosure. Investors should monitor these channels in addition to following the Company's press releases, SEC filings, public conference calls and webcasts.

    Forward-looking statements

    This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify these forward-looking statements by the use of terms such as "expect," "will," "continue," or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements represent our management's beliefs and assumptions only as of the date of this press release. You should read this press release with the understanding that our actual future results may be materially different from what we expect. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, which include but are not limited to: the statements under "Update on Acquisition" (including any other materials referenced therein), "Update on Restructuring Activities," including expectations relating to the size of the restructuring actions, the amount and timing of related cost savings and charges and the potential long-term benefits of the restructuring actions; statements regarding relationships with existing and potential clients and their engagement decisions; and any other statements of expectation or belief. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release. Such risk factors include, but are not limited to, those related to: current and future impact of macro-related factors on Thoughtworks' clients' engagement decisions, Thoughtworks' business and industry; the effects of competition on the future business of Thoughtworks; uncertainty regarding the demand for and market utilization of our services; the ability to implement our restructuring actions, including the costs of such actions and the uncertainty of the impact of such actions on financial performance; the ability to maintain or acquire new client relationships; other general business and economic conditions (including such conditions related to inflation and foreign currency exchange rates); the possibility that the Merger does not close when expected or at all because one or more conditions to the closing are not satisfied on a timely basis or at all; that the parties to the merger agreement may modify its terms and conditions; that the anticipated benefits of the Merger are not realized as a result of such things as the weakness of the economy and competitive factors in the technology consultancy industry; the Merger's effect on the Company's relationships with its customers and suppliers, whether or not the Merger is completed; the parties' ability to successfully integrate operations in the Merger; significant or unanticipated transaction and merger-related integration costs; and our ability to successfully execute our strategy and strategic plans. For additional information concerning these and other risks and uncertainties, please see Thoughtworks' latest Annual Report on Form 10-K, latest Quarterly Report on Form 10-Q, and other filings and reports that Thoughtworks may file from time to time. Except as required by law, Thoughtworks assumes no obligation, and does not intend, to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

    Non-GAAP financial measures

    Certain financial metrics contained in this press release are considered non-GAAP financial measures. Definitions of and the related reconciliations for these non-GAAP financial measures can be found below. We use these non-GAAP measures in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that these non-GAAP measures provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations. However, non-GAAP measures have limitations as analytical tools, and you should not consider these measures in isolation or as substitutes for analysis of our financial results as reported under GAAP. For example, many of the non-GAAP financial measures used herein exclude stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business and an important part of our compensation strategy.

    Revenue Growth Rate and Revenue Growth Rate at constant currency

    Certain of our subsidiaries use functional currencies other than the U.S. dollar and the translation of these foreign currency amounts into U.S. dollars can impact the comparability of our revenues between periods. Accordingly, we use Revenue Growth Rate at constant currency as an important indicator of our underlying performance. Revenue Growth Rate at constant currency is calculated by applying the average exchange rates in effect during the earlier comparative fiscal period to the later fiscal period.

    Adjusted Gross Profit and Adjusted Gross Margin

    We define gross profit as total revenues less cost of revenues. We define Adjusted Gross Profit as gross profit excluding stock-based compensation expense, employer payroll related expense on employee equity incentive plan and depreciation expense. We calculate Adjusted Gross Margin by dividing Adjusted Gross Profit by total revenues. Our management uses Adjusted Gross Profit to assess overall performance and profitability, without regard to the aforementioned adjustments, which are unrelated to our ongoing revenue-generating operations. We also believe this information will be useful for investors to facilitate comparisons of our operating performance and better identify trends in our business.

    Adjusted SG&A and Adjusted SG&A Margin

    We define Adjusted SG&A as selling, general and administrative expense excluding stock-based compensation expense, acquisition costs, certain professional fees that are considered unrelated to our ongoing revenue-generating operations, employer payroll related expense on employee equity incentive plan and CEO transition costs. We calculate Adjusted SG&A Margin by dividing Adjusted SG&A by total revenues.

    Our management uses Adjusted SG&A and Adjusted SG&A Margin to assess our overall performance, without regard to items such as stock-based compensation expense and other items that are considered to be unique or non-recurring in nature or otherwise unrelated to our ongoing revenue-generating operations. We also believe this information will be useful for investors to facilitate comparisons of our operating performance and better identify trends in our business.

    Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share

    We define Adjusted Net Income (Loss) as net loss adjusted for unrealized (gain) loss on foreign currency exchange, stock-based compensation expense, amortization of acquisition-related intangibles, acquisition costs, certain professional fees that are considered unrelated to our ongoing revenue-generating operations, employer payroll related expense on employee equity incentive plan, the change in fair value of contingent consideration, restructuring costs, CEO transition costs and income tax effects of adjustments.

    We define Adjusted Diluted Earnings (Loss) Per Share as diluted loss per share, with the numerator adjusted for the aforementioned adjustments to Adjusted Net Income (Loss). In other words, the numerator for Adjusted Diluted Earnings (Loss) Per Share utilizes Adjusted Net Income (Loss). We calculate Adjusted Diluted Earnings (Loss) Per Share by dividing Adjusted Net Income (Loss) by diluted weighted average shares outstanding.

    Our management uses Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share to assess our overall performance, without regard to items that are considered to be unique or non-recurring in nature or otherwise unrelated to our ongoing revenue-generating operations, net of the income tax effects of adjustments.

    Our management uses Adjusted Net Income (Loss) for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. We also believe this information will be useful for investors to facilitate comparisons of our operating performance and better identify trends in our business.

    Adjusted EBITDA and Adjusted EBITDA Margin

    We define Adjusted EBITDA as net loss adjusted to exclude income tax expense; interest expense; other (income) expense, net, excluding an unrealized gain/loss related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables; unrealized (gain) loss on foreign currency exchange; stock-based compensation expense; depreciation and amortization expense; acquisition costs; certain professional fees that are considered unrelated to our ongoing revenue generating operations; employer payroll related expense on employee equity incentive plan; restructuring charges; and CEO transition costs. We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA by total revenues.

    Adjusted EBITDA and Adjusted EBITDA Margin are widely used by investors and securities analysts to measure a company's operating performance without regard to the aforementioned adjustments that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired or costs that are unique or non-recurring in nature or otherwise unrelated to our ongoing revenue-generating operations.

    Our management uses Adjusted EBITDA and Adjusted EBITDA Margin for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. We also believe this information will be useful for investors to facilitate comparisons of our operating performance and better identify trends in our business.

    Free Cash Flow

    We define Free Cash Flow as net cash (used in) provided by operating activities less cash used for purchases of property and equipment. We believe that Free Cash Flow is a useful indicator of liquidity for investors and is used by our management as it measures our ability to generate cash, or our need to access additional sources of cash, to fund operations and investments. There are a number of limitations related to the use of free cash flow as compared to net cash from operating activities, including that Free Cash Flow includes capital expenditures, the benefits of which are realized in periods subsequent to those when expenditures are made.

     

    THOUGHTWORKS HOLDING, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

    (In thousands, except share and per share data)

    (unaudited)

     

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    Revenues

    $

    261,393

     

     

    $

    280,159

     

     

    $

    761,657

     

     

    $

    874,430

     

    Operating expenses:

     

     

     

     

     

     

     

    Cost of revenues

     

    169,456

     

     

     

    185,985

     

     

     

    529,713

     

     

     

    591,845

     

    Selling, general and administrative expenses

     

    69,701

     

     

     

    81,840

     

     

     

    225,747

     

     

     

    254,806

     

    Depreciation and amortization

     

    5,588

     

     

     

    5,997

     

     

     

    16,885

     

     

     

    17,413

     

    Restructuring

     

    22,604

     

     

     

    15,566

     

     

     

    31,931

     

     

     

    15,566

     

    Total operating expenses

     

    267,349

     

     

     

    289,388

     

     

     

    804,276

     

     

     

    879,630

     

    Loss from operations

     

    (5,956

    )

     

     

    (9,229

    )

     

     

    (42,619

    )

     

     

    (5,200

    )

    Other (expense) income:

     

     

     

     

     

     

     

    Interest expense

     

    (7,059

    )

     

     

    (6,649

    )

     

     

    (20,282

    )

     

     

    (19,661

    )

    Net realized and unrealized foreign currency gain (loss)

     

    11,062

     

     

     

    (8,813

    )

     

     

    (5,251

    )

     

     

    (7,658

    )

    Other (expense) income, net

     

    59

     

     

     

    43

     

     

     

    552

     

     

     

    (545

    )

    Total other expense

     

    4,062

     

     

     

    (15,419

    )

     

     

    (24,981

    )

     

     

    (27,864

    )

    Loss before income taxes

     

    (1,894

    )

     

     

    (24,648

    )

     

     

    (67,600

    )

     

     

    (33,064

    )

    Income tax expense

     

    4,161

     

     

     

    1,204

     

     

     

    5,827

     

     

     

    13,167

     

    Net loss

    $

    (6,055

    )

     

    $

    (25,852

    )

     

    $

    (73,427

    )

     

    $

    (46,231

    )

     

     

     

     

     

     

     

     

    Other comprehensive (loss) income, net of tax:

     

     

     

     

     

     

     

    Foreign currency translation adjustments

     

    3,118

     

     

     

    (3,820

    )

     

     

    5,618

     

     

     

    (4,229

    )

    Comprehensive loss

    $

    (2,937

    )

     

    $

    (29,672

    )

     

    $

    (67,809

    )

     

    $

    (50,460

    )

     

     

     

     

     

     

     

     

    Net loss per common share:

     

     

     

     

     

     

     

    Basic loss per common share

    $

    (0.02

    )

     

    $

    (0.08

    )

     

    $

    (0.23

    )

     

    $

    (0.15

    )

    Diluted loss per common share

    $

    (0.02

    )

     

    $

    (0.08

    )

     

    $

    (0.23

    )

     

    $

    (0.15

    )

     

     

     

     

     

     

     

     

    Weighted average shares outstanding:

     

     

     

     

     

     

     

    Basic

     

    323,452,180

     

     

     

    317,805,140

     

     

     

    323,031,967

     

     

     

    317,204,506

     

    Diluted

     

    323,452,180

     

     

     

    317,805,140

     

     

     

    323,031,967

     

     

     

    317,204,506

     

     

    Stock-based compensation expense included in the condensed consolidated statements of loss and comprehensive loss was as follows:

     

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    Cost of revenues

    $

    3,719

     

    $

    7,462

     

    $

    14,391

     

    $

    28,688

    Selling, general and administrative expenses (1)

     

    3,016

     

     

    5,344

     

     

    12,301

     

     

    19,403

    Restructuring

     

    169

     

     

    —

     

     

    169

     

     

    —

    Total stock-based compensation expense

    $

    6,904

     

    $

    12,806

     

    $

    26,861

     

    $

    48,091

     
    (1) The three and nine months ended September 30, 2024 include $0.2 million expense and a net reversal of $0.4 million, respectively, related to the CEO transition.
     

    THOUGHTWORKS HOLDING, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (In thousands, except share and per share data)

     

     

    September 30,

    2024

     

    December 31,

    2023

     

    (unaudited)

     

     

    Assets

     

     

     

    Current assets:

     

     

     

    Cash and cash equivalents

    $

    46,956

     

     

    $

    100,305

     

    Trade receivables, net of allowance of $12,149 and $9,550, respectively

     

    159,339

     

     

     

    167,942

     

    Unbilled receivables

     

    121,129

     

     

     

    115,150

     

    Prepaid expenses

     

    15,366

     

     

     

    19,692

     

    Other current assets

     

    35,113

     

     

     

    25,269

     

    Total current assets

     

    377,903

     

     

     

    428,358

     

    Property and equipment, net

     

    26,432

     

     

     

    26,046

     

    Right-of-use assets

     

    39,184

     

     

     

    41,771

     

    Intangibles and other assets:

     

     

     

    Goodwill

     

    426,476

     

     

     

    424,565

     

    Trademark

     

    273,000

     

     

     

    273,000

     

    Other intangible assets, net

     

    105,903

     

     

     

    114,186

     

    Other non-current assets

     

    20,712

     

     

     

    19,310

     

    Total assets

    $

    1,269,610

     

     

    $

    1,327,236

     

    Liabilities and stockholders' equity

     

     

     

    Current liabilities:

     

     

     

    Accounts payable

    $

    3,127

     

     

    $

    2,767

     

    Long-term debt, current

     

    7,150

     

     

     

    7,150

     

    Accrued compensation

     

    84,196

     

     

     

    88,712

     

    Deferred revenue

     

    10,328

     

     

     

    18,090

     

    Accrued expenses and other current liabilities

     

    37,066

     

     

     

    27,260

     

    Lease liabilities, current

     

    13,350

     

     

     

    15,301

     

    Total current liabilities

     

    155,217

     

     

     

    159,280

     

    Lease liabilities, non-current

     

    29,037

     

     

     

    29,791

     

    Long-term debt, less current portion

     

    281,026

     

     

     

    286,035

     

    Deferred tax liabilities

     

    44,048

     

     

     

    54,907

     

    Other long-term liabilities

     

    25,439

     

     

     

    24,093

     

    Total liabilities

     

    534,767

     

     

     

    554,106

     

    Commitments and contingencies

     

     

     

    Stockholders' equity:

     

     

     

    Convertible preferred stock, $0.001 par value; 100,000,000 shares authorized, zero issued and outstanding at September 30, 2024 and December 31, 2023, respectively

     

    —

     

     

     

    —

     

    Common stock, $0.001 par value; 1,000,000,000 shares authorized, 374,237,846 and 372,876,082 issued, 323,802,308 and 322,407,385 outstanding at September 30, 2024 and December 31, 2023, respectively

     

    374

     

     

     

    373

     

    Treasury stock, 50,435,538 and 50,468,697 shares at September 30, 2024 and December 31, 2023, respectively

     

    (622,576

    )

     

     

    (622,988

    )

    Additional paid-in capital

     

    1,656,937

     

     

     

    1,627,491

     

    Accumulated other comprehensive loss

     

    (32,548

    )

     

     

    (38,166

    )

    Retained deficit

     

    (267,344

    )

     

     

    (193,580

    )

    Total stockholders' equity

     

    734,843

     

     

     

    773,130

     

    Total liabilities and stockholders' equity

    $

    1,269,610

     

     

    $

    1,327,236

     

     

    THOUGHTWORKS HOLDING, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

    (In thousands)

     

     

    Nine months ended September 30,

     

    2024

     

    2023

    Cash flows from operating activities:

     

     

     

    Net loss

    $

    (73,427

    )

     

    $

    (46,231

    )

    Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

     

     

     

    Depreciation and amortization expense

     

    21,508

     

     

     

    27,367

     

    Bad debt expense

     

    4,167

     

     

     

    4,145

     

    Deferred income tax benefit

     

    (12,972

    )

     

     

    (21,759

    )

    Stock-based compensation expense

     

    26,861

     

     

     

    48,091

     

    Unrealized foreign currency exchange loss

     

    4,814

     

     

     

    9,488

     

    Non-cash lease expense on right-of-use assets

     

    11,616

     

     

     

    13,935

     

    Other operating activities, net

     

    1,036

     

     

     

    2,599

     

    Changes in operating assets and liabilities:

     

     

     

    Trade receivables

     

    4,658

     

     

     

    43,827

     

    Unbilled receivables

     

    (5,485

    )

     

     

    (22,305

    )

    Prepaid expenses

     

    4,322

     

     

     

    3,505

     

    Other assets

     

    (330

    )

     

     

    2,546

     

    Lease liabilities

     

    (11,280

    )

     

     

    (14,219

    )

    Accounts payable

     

    63

     

     

     

    (1,183

    )

    Accrued expenses and other liabilities

     

    (7,440

    )

     

     

    (13,208

    )

    Net cash (used in) provided by operating activities

     

    (31,889

    )

     

     

    36,598

     

    Cash flows from investing activities:

     

     

     

    Purchase of property and equipment

     

    (10,839

    )

     

     

    (6,351

    )

    Proceeds from disposal of fixed assets

     

    527

     

     

     

    327

     

    Acquisitions, net of cash acquired

     

    (1,399

    )

     

     

    (15,989

    )

    Net cash used in investing activities

     

    (11,711

    )

     

     

    (22,013

    )

    Cash flows from financing activities:

     

     

     

    Payments of obligations of long-term debt

     

    (5,363

    )

     

     

    (105,363

    )

    Payments of debt issuance costs

     

    —

     

     

     

    (99

    )

    Proceeds from issuance of common stock on exercise of options

     

    2,818

     

     

     

    4,880

     

    Withholding taxes paid related to net share settlement of equity awards

     

    (4,166

    )

     

     

    (3,501

    )

    Payment of contingent consideration

     

    —

     

     

     

    (13,996

    )

    Other financing activities, net

     

    (534

    )

     

     

    71

     

    Net cash used in financing activities

     

    (7,245

    )

     

     

    (118,008

    )

    Effect of exchange rate changes on cash, cash equivalents and restricted cash

     

    (2,149

    )

     

     

    (3,395

    )

    Net decrease in cash, cash equivalents and restricted cash

     

    (52,994

    )

     

     

    (106,818

    )

    Cash, cash equivalents and restricted cash at beginning of the period

     

    101,660

     

     

     

    195,564

     

    Cash, cash equivalents and restricted cash at end of the period

    $

    48,666

     

     

    $

    88,746

     

     

     

     

     

    Supplemental disclosure of cash flow information:

     

     

     

    Interest paid

    $

    18,673

     

     

    $

    18,669

     

    Income taxes paid

    $

    13,947

     

     

    $

    38,590

     

     

     

     

     

    Supplemental disclosure of non-cash activities:

     

     

     

    ROU assets obtained in exchange for new operating lease liabilities

    $

    8,740

     

     

    $

    12,518

     

     

     

     

     

    Reconciliation of cash, cash equivalents and restricted cash:

     

     

     

    Cash and cash equivalents

    $

    46,956

     

     

    $

    87,405

     

    Restricted cash included in other non-current assets

     

    1,710

     

     

     

    1,341

     

    Total cash, cash equivalents and restricted cash

    $

    48,666

     

     

    $

    88,746

     

     

    THOUGHTWORKS HOLDING, INC.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

    (In thousands, except percentages, share and per share data)

    (unaudited)

     

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    Net loss

    $

    (6,055

    )

     

    $

    (25,852

    )

     

    $

    (73,427

    )

     

    $

    (46,231

    )

    Unrealized foreign exchange (gain) loss

     

    (10,691

    )

     

     

    10,223

     

     

     

    4,814

     

     

     

    9,488

     

    Stock-based compensation (a)

     

    6,503

     

     

     

    12,806

     

     

     

    27,109

     

     

     

    48,091

     

    Amortization of acquisition-related intangibles

     

    3,829

     

     

     

    3,656

     

     

     

    11,268

     

     

     

    10,916

     

    Acquisition costs (b)

     

    656

     

     

     

    1,533

     

     

     

    2,365

     

     

     

    5,339

     

    Certain professional fees (c)

     

    (911

    )

     

     

    2,051

     

     

     

    1,392

     

     

     

    3,801

     

    Employer payroll related expense on employee equity incentive plan (d)

     

    89

     

     

     

    264

     

     

     

    353

     

     

     

    755

     

    Change in fair value of contingent consideration (e)

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    129

     

    Restructuring (f)

     

    22,604

     

     

     

    15,566

     

     

     

    31,931

     

     

     

    15,566

     

    CEO transition costs (g)

     

    232

     

     

     

    —

     

     

     

    1,334

     

     

     

    —

     

    Income tax effects of adjustments (h)

     

    (6,587

    )

     

     

    (8,722

    )

     

     

    (13,423

    )

     

     

    (16,157

    )

    Adjusted Net Income (Loss)

    $

    9,669

     

     

    $

    11,525

     

     

    $

    (6,284

    )

     

    $

    31,697

     

     

     

     

     

     

     

     

     

    GAAP diluted weighted average common shares outstanding

     

    323,452,180

     

     

     

    317,805,140

     

     

     

    323,031,967

     

     

     

    317,204,506

     

    Employee stock options, RSUs and PSUs

     

    7,393,680

     

     

     

    10,521,029

     

     

     

    —

     

     

     

    12,434,247

     

    Adjusted diluted weighted average common shares outstanding

     

    330,845,860

     

     

     

    328,326,169

     

     

     

    323,031,967

     

     

     

    329,638,753

     

    GAAP diluted loss per share

    $

    (0.02

    )

     

    $

    (0.08

    )

     

    $

    (0.23

    )

     

    $

    (0.15

    )

    Adjusted Diluted Earnings (Loss) Per Share

    $

    0.03

     

     

    $

    0.04

     

     

    $

    (0.02

    )

     

    $

    0.10

     

     

    THOUGHTWORKS HOLDING, INC.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

    (In thousands, except percentages, share and per share data)

    (unaudited)

     

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    Net loss

    $

    (6,055

    )

     

    $

    (25,852

    )

     

    $

    (73,427

    )

     

    $

    (46,231

    )

    Income tax expense

     

    4,161

     

     

     

    1,204

     

     

     

    5,827

     

     

     

    13,167

     

    Interest expense

     

    7,059

     

     

     

    6,649

     

     

     

    20,282

     

     

     

    19,661

     

    Other (income) expense, net (i)

     

    (119

    )

     

     

    (28

    )

     

     

    (334

    )

     

     

    759

     

    Unrealized foreign exchange (gain) loss

     

    (10,691

    )

     

     

    10,223

     

     

     

    4,814

     

     

     

    9,488

     

    Stock-based compensation (a)

     

    6,503

     

     

     

    12,806

     

     

     

    27,109

     

     

     

    48,091

     

    Depreciation and amortization

     

    7,131

     

     

     

    9,147

     

     

     

    21,508

     

     

     

    27,367

     

    Acquisition costs (b)

     

    656

     

     

     

    1,533

     

     

     

    2,365

     

     

     

    5,339

     

    Certain professional fees (c)

     

    (911

    )

     

     

    2,051

     

     

     

    1,392

     

     

     

    3,801

     

    Employer payroll related expense on employee equity incentive plan (d)

     

    89

     

     

     

    264

     

     

     

    353

     

     

     

    755

     

    Restructuring (f)

     

    22,604

     

     

     

    15,566

     

     

     

    31,931

     

     

     

    15,566

     

    CEO transition costs (g)

     

    232

     

     

     

    —

     

     

     

    1,334

     

     

     

    —

     

    Adjusted EBITDA

    $

    30,659

     

     

    $

    33,563

     

     

    $

    43,154

     

     

    $

    97,763

     

    Net loss margin

     

    (2.3

    )%

     

     

    (9.2

    )%

     

     

    (9.6

    )%

     

     

    (5.3

    )%

    Adjusted EBITDA Margin

     

    11.7

    %

     

     

    12.0

    %

     

     

    5.7

    %

     

     

    11.2

    %

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    Gross profit, GAAP

    $

    91,937

     

     

    $

    94,174

     

     

    $

    231,944

     

     

    $

    282,585

     

    Stock-based compensation

     

    3,719

     

     

     

    7,462

     

     

     

    14,391

     

     

     

    28,688

     

    Employer payroll related expense on employee equity incentive plan (d)

     

    88

     

     

     

    107

     

     

     

    343

     

     

     

    452

     

    Depreciation expense

     

    1,543

     

     

     

    3,150

     

     

     

    4,623

     

     

     

    9,954

     

    Adjusted Gross Profit

    $

    97,287

     

     

    $

    104,893

     

     

    $

    251,301

     

     

    $

    321,679

     

    Gross margin, GAAP

     

    35.2

    %

     

     

    33.6

    %

     

     

    30.5

    %

     

     

    32.3

    %

    Adjusted Gross Margin

     

    37.2

    %

     

     

    37.4

    %

     

     

    33.0

    %

     

     

    36.8

    %

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    SG&A, GAAP

    $

    69,701

     

     

    $

    81,840

     

     

    $

    225,747

     

     

    $

    254,806

     

    Stock-based compensation (j)

     

    (2,784

    )

     

     

    (5,344

    )

     

     

    (12,718

    )

     

     

    (19,403

    )

    Acquisition costs (b)

     

    (656

    )

     

     

    (1,533

    )

     

     

    (2,365

    )

     

     

    (5,339

    )

    Certain professional fees (c)

     

    911

     

     

     

    (2,051

    )

     

     

    (1,392

    )

     

     

    (3,801

    )

    Employer payroll related expense on employee equity incentive plan (d)

     

    (1

    )

     

     

    (157

    )

     

     

    (10

    )

     

     

    (303

    )

    CEO transition costs (g)

     

    (232

    )

     

     

    —

     

     

     

    (1,334

    )

     

     

    —

     

    Adjusted SG&A

    $

    66,939

     

     

    $

    72,755

     

     

    $

    207,928

     

     

    $

    225,960

     

    SG&A margin, GAAP

     

    26.7

    %

     

     

    29.2

    %

     

     

    29.6

    %

     

     

    29.1

    %

    Adjusted SG&A Margin

     

    25.6

    %

     

     

    26.0

    %

     

     

    27.3

    %

     

     

    25.8

    %

       

    THOUGHTWORKS HOLDING, INC.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

    (In thousands, except percentages, share and per share data)

    (unaudited)

       

    (a) 

    The three and nine months ended September 30, 2024 exclude $0.2 million expense and a net reversal of $0.4 million, respectively, related to the CEO transition which is included in the CEO transition costs line. The three and nine months ended September 30, 2024 also exclude $0.2 million related to the restructuring which is included in the restructuring line.

    (b)

    Adjusts for certain professional fees and retention wage expenses related to certain acquisitions.

    (c)

    Adjusts for certain one-time professional fees. During the third quarter of 2024, the Company capitalized $1.3 million in costs related to the proposed take-private transaction.

    (d)

    Adjusts for employer payroll related expense on employee equity incentive plan as these expenses are tied to the exercise or vesting of underlying equity awards and the price of our common stock at the time of vesting or exercise. As a result, these expenses may vary in any particular period independent of the financial and operating performance of our business.

    (e)

    Adjusts for the non-cash adjustment to the fair value of contingent consideration.

    (f)

    Adjusts for restructuring costs which include wage-related expenses, such as employee severance and related benefits, and non-wage related expenses, including costs related to reducing leased office space, vendor contract cancellations, professional fees, and other reorganization costs.

    (g)

    Adjusts for CEO transition costs which consists solely of stock compensation expense for the three months ended September 30, 2024 and includes $1.0 million of severance, $0.5 million target bonus and $0.2 million salary paid during the transition period, partially offset by a $0.4 million net reversal of stock compensation expense for the nine months ended September 30, 2024.

    (h)

    Adjusts for the income tax effects of the foregoing adjusted items, determined under the discrete method consistent with our non-GAAP measures of profitability.

    (i)

    Excludes an unrealized gain/loss related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables which was included within other income (expense), net in the condensed consolidated statements of loss and comprehensive loss.

    (j)

    The three and nine months ended September 30, 2024 exclude $0.2 million expense and a net reversal of $0.4 million, respectively, related to the CEO transition which is included in the CEO transition costs line.

     

    Three months ended

    September 30,

     

    Nine months ended

    September 30,

     

    2024

     

    2023

     

    2024

     

    2023

    Net cash provided by (used in) operating activities

    $

    2,062

     

     

    $

    6,355

     

     

    $

    (31,889

    )

     

    $

    36,598

     

    Purchase of property and equipment

     

    (3,126

    )

     

     

    (2,670

    )

     

     

    (10,839

    )

     

     

    (6,351

    )

    Free Cash Flow

    $

    (1,064

    )

     

    $

    3,685

     

     

    $

    (42,728

    )

     

    $

    30,247

     

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20241111222790/en/

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