Financial News

Thoughtworks Reports Third Quarter 2023 Financial Results

  • Third quarter revenues of $280.2 million
  • Provides updated guidance for the full year and fourth quarter of 2023

Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results for the third quarter of 2023 and provided an updated financial outlook for the full year and fourth quarter of 2023.

Guo Xiao, Thoughtworks' Chief Executive Officer, said, "We delivered revenues of $280.2 million in the third quarter of 2023. We are seeing more stability in the demand environment and new logo acquisition continues to be a strength, with 34 new clients in the quarter. Our restructuring program is moving at pace. In the third quarter, we took actions to achieve $68 million of cost savings on an annualized basis.

We are prioritizing investments in sales and marketing and we have seen an increase in sales activity around our AI, data, digital application management, and enterprise modernization services. Despite macro challenges, digital transformation remains a key priority for our clients.”

Update on Restructuring Activities

As announced last quarter, Thoughtworks undertook a structural reorganization. To date, we have (i) implemented changes to our operational functions, moving from a geographic to a centralized model, (ii) created a new organizational home for the majority of our client facing workforce (Digital Engineering Center); (iii) instituted a new regional market structure; and (iv) made key leadership changes aligned with our new operating model.

Upon completion of the program, the Company still expects to realize annualized cost savings of approximately $75 million to $85 million. The majority of the annualized cost savings are still expected to come from reductions in operating spend, particularly in non-client, back-office functions. By the end of the third quarter, we achieved $68 million of the annualized expected savings, positioning us well to continue to drive savings in the fourth quarter.

As of September 30, 2023, Thoughtworks has incurred pre-tax cash charges of approximately $15.6 million (the “Third Quarter Charges”), with an additional $2 million to $4 million expected to be incurred in the fourth quarter of 2023. The Third Quarter Charges include $15.4 million in wage-related costs, such as employee severance and related benefits, and $0.2 million in non-wage related expenses, including costs related to reducing leased office space, vendor contract cancellations and professional fees.

QTD third quarter 2023 highlights

Revenues for the third quarter were $280.2 million, a year-over-year decline of (15.7)%, or a year-over-year decline of (16.6)% in constant currency, and were within our guided range of $275 million to $285 million. Adjusting for the actual foreign currency translation impacts, our guided range for third quarter revenues would have been approximately $273 million to $283 million. Acquisitions completed in the last twelve months contributed approximately 1% to revenue growth in the quarter.

Net loss margin for the third quarter was (9.2)% compared to net loss margin of (11.6)% for the third quarter of 2022. Adjusted EBITDA Margin for the third quarter was 12.0% compared to 20.2% for the third quarter of 2022, and exceeded our guided range of 9.0% to 11.0%. We are executing on our restructuring program, and our actions in the third quarter resulted in $68 million of cost savings on an annualized basis.

Diluted loss per share for the third quarter was $(0.08) compared to diluted loss per share of $(0.12) for the third quarter of 2022. Adjusted Diluted EPS for the third quarter was $0.04 compared to $0.08 for the third quarter of 2022, exceeding our guided range of $0.02 to $0.03.

Stock-based compensation for the third quarter was $12.8 million compared to $59.2 million for the third quarter of 2022.

YTD third quarter 2023 highlights

Revenues for the nine months ended were $874.4 million, a year-over-year decline of (11.3)%, or a year-over-year decline of (10.2)% in constant currency. Acquisitions completed in the last twelve months contributed approximately 1% to revenue growth for the nine months ended September 30, 2022.

Net loss margin for the nine months ended was (5.3)% compared to net loss margin of (12.3)% for the nine months ended September 30, 2022. Adjusted EBITDA Margin for the nine months ended was 11.2% compared to 20.1% for the nine months ended September 30, 2022

Diluted loss per share for the nine months ended was $(0.15) compared to diluted loss per share of $(0.39) for the nine months ended September 30, 2022. Adjusted Diluted EPS for the nine months ended was $0.10 compared to $0.33 for the nine months ended September 30, 2022.

Stock-based compensation for the nine months ended was $48.1 million compared to $228.3 million for the nine months ended September 30, 2022.

QTD third quarter 2023 summary

 

 

Three Months Ended

September 30,

 

 

 

 

$ in millions, except per share data

 

2023

 

2022

 

Change

 

% Change(1)

GAAP Metrics:

 

 

 

 

 

 

 

 

Revenues(2)

 

$

280.2

 

 

$

332.4

 

 

$

(52.2

)

 

(15.7

)%

Gross Profit

 

$

94.2

 

 

$

88.3

 

 

$

5.9

 

 

6.7

%

Gross Margin

 

 

33.6

%

 

 

26.6

%

 

 

7.0

%

 

 

SG&A

 

$

81.8

 

 

$

91.7

 

 

$

(9.9

)

 

(10.8

)%

SG&A Margin

 

 

29.2

%

 

 

27.6

%

 

 

1.6

%

 

 

Stock-based compensation

 

$

12.8

 

 

$

59.2

 

 

$

(46.4

)

 

(78.4

)%

Net loss

 

$

(25.9

)

 

$

(38.6

)

 

$

12.7

 

 

 

Net loss margin

 

 

(9.2

)%

 

 

(11.6

)%

 

 

2.4

%

 

 

Diluted loss per share

 

$

(0.08

)

 

$

(0.12

)

 

$

0.04

 

 

 

Cash flow from operations

 

$

6.4

 

 

$

34.9

 

 

$

(28.5

)

 

(81.7

)%

Non-GAAP Metrics(3):

 

 

 

 

 

 

 

 

Revenue Growth Rate at constant currency(4)

 

 

(16.6

)%

 

 

23.9

%

 

 

 

 

Adjusted Gross Profit

 

$

104.9

 

 

$

135.3

 

 

$

(30.4

)

 

(22.5

)%

Adjusted Gross Margin

 

 

37.4

%

 

 

40.7

%

 

 

(3.3

)%

 

 

Adjusted SG&A

 

$

72.8

 

 

$

70.5

 

 

$

2.3

 

 

3.3

%

Adjusted SG&A Margin

 

 

26.0

%

 

 

21.2

%

 

 

4.8

%

 

 

Adjusted Net Income

 

$

11.5

 

 

$

26.8

 

 

$

(15.3

)

 

(57.1

)%

Adjusted EBITDA

 

$

33.6

 

 

$

67.2

 

 

$

(33.6

)

 

(50.0

)%

Adjusted EBITDA Margin

 

 

12.0

%

 

 

20.2

%

 

 

(8.2

)%

 

 

Adjusted Diluted EPS

 

$

0.04

 

 

$

0.08

 

 

$

(0.04

)

 

(50.0

)%

Free Cash Flow

 

$

3.7

 

 

$

27.7

 

 

$

(24.0

)

 

(86.6

)%

YTD third quarter 2023 summary

 

 

Nine Months Ended

September 30,

 

 

 

 

$ in millions, except per share data

 

2023

 

2022

 

Change

 

% Change(1)

GAAP Metrics:

 

 

 

 

 

 

 

 

Revenues(2)

 

$

874.4

 

 

$

985.5

 

 

$

(111.1

)

 

(11.3

)%

Gross Profit

 

$

282.6

 

 

$

241.1

 

 

$

41.5

 

 

17.2

%

Gross Margin

 

 

32.3

%

 

 

24.5

%

 

 

7.8

%

 

 

SG&A

 

$

254.8

 

 

$

295.8

 

 

$

(41.0

)

 

(13.9

)%

SG&A Margin

 

 

29.1

%

 

 

30.0

%

 

 

(0.9

)%

 

 

Stock-based compensation

 

$

48.1

 

 

$

228.3

 

 

$

(180.2

)

 

(78.9

)%

Net loss

 

$

(46.2

)

 

$

(121.5

)

 

$

75.3

 

 

 

Net loss margin

 

 

(5.3

)%

 

 

(12.3

)%

 

 

7.0

%

 

 

Diluted loss per share

 

$

(0.15

)

 

$

(0.39

)

 

$

0.24

 

 

 

Cash flow from operations

 

$

22.6

 

 

$

56.3

 

 

$

(33.7

)

 

(59.9

)%

Non-GAAP Metrics(3):

 

 

 

 

 

 

 

 

Revenue Growth Rate at constant currency(4)

 

 

(10.2

)%

 

 

31.3

%

 

 

 

 

Adjusted Gross Profit

 

$

321.7

 

 

$

416.5

 

 

$

(94.8

)

 

(22.8

)%

Adjusted Gross Margin

 

 

36.8

%

 

 

42.3

%

 

 

(5.5

)%

 

 

Adjusted SG&A

 

$

226.0

 

 

$

221.6

 

 

$

4.4

 

 

2.0

%

Adjusted SG&A Margin

 

 

25.8

%

 

 

22.5

%

 

 

3.3

%

 

 

Adjusted Net Income

 

$

31.7

 

 

$

107.8

 

 

$

(76.1

)

 

(70.5

)%

Adjusted EBITDA

 

$

97.8

 

 

$

198.6

 

 

$

(100.8

)

 

(50.8

)%

Adjusted EBITDA Margin

 

 

11.2

%

 

 

20.1

%

 

 

(8.9

)%

 

 

Adjusted Diluted EPS

 

$

0.10

 

 

$

0.33

 

 

$

(0.23

)

 

(69.7

)%

Free Cash Flow

 

$

16.3

 

 

$

36.7

 

 

$

(20.4

)

 

(55.6

)%

(1) For QTD and YTD, percentage change for net loss and diluted loss per share were excluded as they were determined to be not meaningful due to a loss or negative position in one or both periods.

(2) Acquisitions completed in the last twelve months contributed approximately 1% to revenue growth for the quarter and 1% for the nine months ended September 30, 2023.

(3) 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.

(4) 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, 2023 was $1.4 billion, a sequential and year-over-year decrease from $1.5 billion. For the trailing twelve months ended September 30, 2023, we had 37 clients with bookings greater than $10 million compared to 41 clients for the trailing twelve months ended September 30, 2022. The 6.7% decrease is primarily due to smaller contract sizes and shorter contract terms.

Revenue by geography(5)

 

 

Three Months Ended

September 30,

 

 

 

Nine Months Ended

September 30,

 

 

$ in thousands

 

2023

 

2022

 

% Change

 

2023

 

2022

 

% Change

North America

 

$

105,666

 

$

129,421

 

(18.4

)%

 

$

323,755

 

$

382,856

 

(15.4

)%

APAC

 

 

97,155

 

 

108,353

 

(10.3

)%

 

 

297,782

 

 

320,233

 

(7.0

)%

Europe

 

 

66,292

 

 

79,937

 

(17.1

)%

 

 

219,524

 

 

239,466

 

(8.3

)%

LATAM

 

 

11,046

 

 

14,736

 

(25.0

)%

 

 

33,369

 

 

42,939

 

(22.3

)%

Total revenues

 

$

280,159

 

$

332,447

 

(15.7

)%

 

$

874,430

 

$

985,494

 

(11.3

)%

(5) Revenues are presented geographically, by customer location.

Revenue by industry vertical

 

 

Three Months Ended

September 30,

 

 

 

Nine Months Ended

September 30,

 

 

$ in thousands

 

2023

 

2022

 

% Change

 

2023

 

2022

 

% Change

Technology and business services

 

$

70,612

 

$

94,219

 

(25.1

)%

 

$

214,440

 

$

274,815

 

(22.0

)%

Energy, public and health services

 

 

71,662

 

 

83,386

 

(14.1

)%

 

 

231,014

 

 

237,101

 

(2.6

)%

Retail and consumer

 

 

44,663

 

 

57,919

 

(22.9

)%

 

 

137,060

 

 

182,982

 

(25.1

)%

Financial services and insurance

 

 

46,447

 

 

55,004

 

(15.6

)%

 

 

154,380

 

 

173,139

 

(10.8

)%

Automotive, travel and transportation

 

 

46,775

 

 

41,919

 

11.6

%

 

 

137,536

 

 

117,457

 

17.1

%

Total revenues

 

$

280,159

 

$

332,447

 

(15.7

)%

 

$

874,430

 

$

985,494

 

(11.3

)%

Liquidity

We had cash and cash equivalents of $87.4 million as of September 30, 2023, along with $300.0 million of borrowing capacity under our revolving credit line, which was undrawn as of September 30, 2023. Our total debt outstanding, before deferred financing fees, was $297.1 million at September 30, 2023.

Financial outlook

Thoughtworks provides the following updated outlook for the fourth quarter and full year 2023:

Fourth quarter

Thoughtworks expects the following for the fourth quarter:

  • Revenues in the range of $265 million to $270 million, reflecting year-over-year decline of (15)% to (13)%; or (16)% to (14)% in constant currency, which includes approximately 1% from acquisitions;
  • Adjusted EBITDA Margin(6) in the range of 10.5% to 12.5%;
  • Adjusted Diluted EPS(6) in the range of $0.02 to $0.04, assuming a weighted average of 328 million diluted outstanding shares; and
  • Stock-based compensation expense of $17 million.

Full year

Thoughtworks now expects the following for the full year:

  • The Company narrows its expected range for revenues to $1,139 million to $1,144 million, reflecting year-over-year decline of (12)%, or (12)% to (11)% in constant currency, which includes approximately 2% from acquisitions. This includes an approximate $4 million incremental negative impact from foreign exchange compared to the prior guidance.
  • The Company narrows its expected range for Adjusted EBITDA Margin(6) to 11.0% to 11.5%;
  • The Company raises its expected range for Adjusted Diluted EPS(6) to $0.12 to $0.14, assuming a weighted average of 331 million diluted outstanding shares; and
  • The Company now expects stock-based compensation expense of $65 million.

(6) Adjusted EBITDA Margin and Adjusted Diluted EPS exclude the impacts from restructuring charges.

Conference call information

Thoughtworks will host a conference call and webcast at 8:00 a.m. Eastern Time on Tuesday, November 7, 2023, to discuss our financial results. To access the conference call and webcast and the accompanying slide presentation, which has additional information regarding Thoughtworks' operating results, you can visit our investor relations website at https://investors.thoughtworks.com. A replay of the webcast will be made available on our investor relations website at https://investors.thoughtworks.com. Information on Thoughtworks' website is not part of this press release.

-###- <TWKS915>

About Thoughtworks

Thoughtworks is a global technology consultancy that integrates strategy, design and engineering to drive digital innovation. We are over 11,000 Thoughtworkers strong across 51 offices in 18 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 "Financial outlook," including expectations relating to revenues and other financial or business metrics; the statements under “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); 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.

Certain non-GAAP measures related to our financial outlook included in this press release and the associated webcast were not reconciled to the comparable GAAP financial measures because the GAAP measures are not assessable on a forward-looking basis. The Company is unable to reconcile these forward-looking non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. Such items may include stock-based compensation, acquisitions, income tax effects of adjustments and other items. The unavailable information could have a significant impact on the Company's GAAP financial results. Based on the foregoing, the Company believes that providing estimates of the amounts that would be required to reconcile the range of the non-GAAP measures to forecasted GAAP measures would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above.

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 and employer payroll related expense on employee equity incentive plan. 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 and Adjusted Diluted EPS

We define Adjusted Net Income as net loss adjusted for unrealized 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, final tax assessment for closed operations, change in fair value of contingent consideration, restructuring charges and income tax effects of adjustments.

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

Our management uses Adjusted Net Income and Adjusted Diluted EPS 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 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 a gain related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables in 2022; unrealized 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; final tax assessment for closed operations; and restructuring charges. 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 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,

 

 

2023

 

2022

 

2023

 

2022

Revenues

 

$

280,159

 

 

$

332,447

 

 

$

874,430

 

 

$

985,494

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of revenues

 

 

185,985

 

 

 

244,139

 

 

 

591,845

 

 

 

744,366

 

Selling, general and administrative expenses

 

 

81,840

 

 

 

91,682

 

 

 

254,806

 

 

 

295,799

 

Depreciation and amortization

 

 

5,997

 

 

 

5,303

 

 

 

17,413

 

 

 

15,364

 

Restructuring

 

 

15,566

 

 

 

 

 

 

15,566

 

 

 

 

Total operating expenses

 

 

289,388

 

 

 

341,124

 

 

 

879,630

 

 

 

1,055,529

 

Loss from operations

 

 

(9,229

)

 

 

(8,677

)

 

 

(5,200

)

 

 

(70,035

)

Other (expense) income:

 

 

 

 

 

 

 

 

Interest expense

 

 

(6,649

)

 

 

(5,871

)

 

 

(19,661

)

 

 

(15,502

)

Net realized and unrealized foreign currency loss

 

 

(8,813

)

 

 

(12,129

)

 

 

(7,658

)

 

 

(18,903

)

Other income (expense), net

 

 

43

 

 

 

2,056

 

 

 

(545

)

 

 

1,731

 

Total other expense

 

 

(15,419

)

 

 

(15,944

)

 

 

(27,864

)

 

 

(32,674

)

Loss before income taxes

 

 

(24,648

)

 

 

(24,621

)

 

 

(33,064

)

 

 

(102,709

)

Income tax expense

 

 

1,204

 

 

 

13,987

 

 

 

13,167

 

 

 

18,792

 

Net loss

 

$

(25,852

)

 

$

(38,608

)

 

$

(46,231

)

 

$

(121,501

)

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(3,820

)

 

 

(19,217

)

 

 

(4,229

)

 

 

(45,448

)

Comprehensive loss

 

$

(29,672

)

 

$

(57,825

)

 

$

(50,460

)

 

$

(166,949

)

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

Basic loss per common share

 

$

(0.08

)

 

$

(0.12

)

 

$

(0.15

)

 

$

(0.39

)

Diluted loss per common share

 

$

(0.08

)

 

$

(0.12

)

 

$

(0.15

)

 

$

(0.39

)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

317,805,140

 

 

 

311,621,233

 

 

 

317,204,506

 

 

 

309,481,860

 

Diluted

 

 

317,805,140

 

 

 

311,621,233

 

 

 

317,204,506

 

 

 

309,481,860

 

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,

 

 

2023

 

2022

 

2023

 

2022

Cost of revenues

 

$

7,462

 

$

41,558

 

$

28,688

 

$

161,040

Selling, general and administrative expenses

 

 

5,344

 

 

17,602

 

 

19,403

 

 

67,268

Total stock-based compensation expense

 

$

12,806

 

$

59,160

 

$

48,091

 

$

228,308

THOUGHTWORKS HOLDING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

September 30,

2023

 

December 31,

2022

 

 

(unaudited)

 

 

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

87,405

 

 

$

194,294

 

Trade receivables, net of allowance of $9,074 and $9,531, respectively

 

 

153,318

 

 

 

201,695

 

Unbilled receivables

 

 

141,838

 

 

 

122,499

 

Prepaid expenses and other current assets

 

 

31,223

 

 

 

38,202

 

Total current assets

 

 

413,784

 

 

 

556,690

 

Property and equipment, net

 

 

28,592

 

 

 

38,798

 

Right-of-use assets

 

 

42,316

 

 

 

43,123

 

Intangibles and other assets:

 

 

 

 

Goodwill

 

 

416,372

 

 

 

405,017

 

Trademark

 

 

273,000

 

 

 

273,000

 

Customer relationships, net

 

 

115,230

 

 

 

124,047

 

Other non-current assets

 

 

23,451

 

 

 

21,175

 

Total assets

 

$

1,312,745

 

 

$

1,461,850

 

Liabilities and stockholders' equity

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

4,119

 

 

$

5,248

 

Long-term debt - current

 

 

7,150

 

 

 

7,150

 

Income taxes payable

 

 

8,470

 

 

 

22,781

 

Accrued compensation

 

 

80,286

 

 

 

85,477

 

Accrued expenses and other current liabilities

 

 

32,860

 

 

 

42,920

 

Lease liabilities, current

 

 

14,709

 

 

 

15,994

 

Total current liabilities

 

 

147,594

 

 

 

179,570

 

Lease liabilities, non-current

 

 

30,007

 

 

 

29,885

 

Long-term debt, less current portion

 

 

287,706

 

 

 

391,856

 

Deferred tax liabilities

 

 

46,135

 

 

 

62,555

 

Other long-term liabilities

 

 

23,388

 

 

 

19,762

 

Total liabilities

 

 

534,830

 

 

 

683,628

 

Commitments and contingencies

 

 

 

 

Stockholders’ equity:

 

 

 

 

Convertible preferred stock, $0.001 par value; 100,000,000 shares authorized, zero issued and outstanding at September 30, 2023 and December 31, 2022, respectively

 

 

 

 

 

 

Common stock, $0.001 par value; 1,000,000,000 shares authorized, 368,678,928 and 366,306,970 issued, 318,073,825 and 315,681,987 outstanding at September 30, 2023 and December 31, 2022, respectively

 

 

369

 

 

 

366

 

Treasury stock, 50,605,103 and 50,624,983 shares at September 30, 2023 and December 31, 2022, respectively

 

 

(624,687

)

 

 

(624,934

)

Additional paid-in capital

 

 

1,615,417

 

 

 

1,565,514

 

Accumulated other comprehensive loss

 

 

(43,439

)

 

 

(39,210

)

Retained deficit

 

 

(169,745

)

 

 

(123,514

)

Total stockholders' equity

 

 

777,915

 

 

 

778,222

 

Total liabilities and stockholders' equity

 

$

1,312,745

 

 

$

1,461,850

 

THOUGHTWORKS HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)

   

 

 

Nine months ended September 30,

 

 

2023

 

2022

Cash flows from operating activities:

 

 

 

 

Net loss

 

$

(46,231

)

 

$

(121,501

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization expense

 

 

27,367

 

 

 

25,561

 

Bad debt expense

 

 

4,145

 

 

 

2,447

 

Deferred income tax benefit

 

 

(21,759

)

 

 

(24,989

)

Stock-based compensation expense

 

 

48,091

 

 

 

228,308

 

Unrealized foreign currency exchange loss

 

 

9,488

 

 

 

22,242

 

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

 

 

13,935

 

 

 

13,807

 

Other operating activities, net

 

 

2,599

 

 

 

(546

)

Changes in operating assets and liabilities:

 

 

 

 

Trade receivables

 

 

43,827

 

 

 

(10,803

)

Unbilled receivables

 

 

(22,305

)

 

 

(78,445

)

Prepaid expenses and other assets

 

 

6,051

 

 

 

(4,856

)

Lease liabilities

 

 

(14,219

)

 

 

(11,842

)

Accounts payable

 

 

(1,183

)

 

 

(177

)

Accrued expenses and other liabilities

 

 

(27,204

)

 

 

17,135

 

Net cash provided by operating activities

 

 

22,602

 

 

 

56,341

 

Cash flows from investing activities:

 

 

 

 

Purchase of property and equipment

 

 

(6,351

)

 

 

(19,672

)

Proceeds from disposal of fixed assets

 

 

327

 

 

 

437

 

Acquisitions, net of cash acquired

 

 

(15,989

)

 

 

(70,011

)

Net cash used in investing activities

 

 

(22,013

)

 

 

(89,246

)

Cash flows from financing activities:

 

 

 

 

Payments of obligations of long-term debt

 

 

(105,363

)

 

 

(105,363

)

Payments of debt issuance costs

 

 

(99

)

 

 

 

Proceeds from issuance of common stock on exercise of options, net of employee tax withholding

 

 

4,880

 

 

 

5,651

 

Withholding taxes paid on tender offer

 

 

 

 

 

(15,469

)

Withholding taxes paid on dividends previously declared

 

 

 

 

 

(10,009

)

Withholding taxes paid related to net share settlement of equity awards

 

 

(3,501

)

 

 

(33,017

)

Other financing activities, net

 

 

71

 

 

 

(6

)

Net cash used in financing activities

 

 

(104,012

)

 

 

(158,213

)

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

 

 

(3,395

)

 

 

(18,032

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(106,818

)

 

 

(209,150

)

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

 

 

195,564

 

 

 

394,942

 

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

 

$

88,746

 

 

$

185,792

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

Interest paid

 

$

18,669

 

 

$

14,486

 

Income taxes paid

 

$

38,590

 

 

$

22,830

 

Withholding taxes payable

 

$

(683

)

 

$

 

 

 

 

 

 

Supplemental disclosures of non-cash financing activities:

 

 

 

 

Withholding taxes payable included within accrued compensation

 

$

 

 

$

11,534

 

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

Cash and cash equivalents

 

$

87,405

 

 

$

184,544

 

Restricted cash included in other non-current assets

 

 

1,341

 

 

 

1,248

 

Total cash, cash equivalents and restricted cash

 

$

88,746

 

 

$

185,792

 

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,

 

 

2023

 

2022

 

2023

 

2022

Net loss

 

$

(25,852

)

 

$

(38,608

)

 

$

(46,231

)

 

$

(121,501

)

Unrealized foreign exchange loss

 

 

10,223

 

 

 

14,448

 

 

 

9,488

 

 

 

22,242

 

Stock-based compensation

 

 

12,806

 

 

 

59,160

 

 

 

48,091

 

 

 

228,308

 

Amortization of acquisition-related intangibles

 

 

3,656

 

 

 

3,449

 

 

 

10,916

 

 

 

9,744

 

Acquisition costs (a)

 

 

1,533

 

 

 

1,742

 

 

 

5,339

 

 

 

3,044

 

Certain professional fees (b)

 

 

2,051

 

 

 

766

 

 

 

3,801

 

 

 

1,632

 

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

 

 

264

 

 

 

2,950

 

 

 

755

 

 

 

6,447

 

Final tax assessment for closed operations (d)

 

 

 

 

 

 

 

 

 

 

 

258

 

Change in fair value of contingent consideration (e)

 

 

 

 

 

(2,955

)

 

 

129

 

 

 

(2,427

)

Restructuring (f)

 

 

15,566

 

 

 

 

 

 

15,566

 

 

 

 

Income tax effects of adjustments (g)

 

 

(8,722

)

 

 

(14,194

)

 

 

(16,157

)

 

 

(39,989

)

Adjusted Net Income

 

$

11,525

 

 

$

26,758

 

 

$

31,697

 

 

$

107,758

 

 

 

 

 

 

 

 

 

 

GAAP diluted weighted average common shares outstanding

 

 

317,805,140

 

 

 

311,621,233

 

 

 

317,204,506

 

 

 

309,481,860

 

Employee stock options, RSUs and PSUs

 

 

10,521,029

 

 

 

19,179,768

 

 

 

12,434,247

 

 

 

19,969,943

 

Adjusted diluted weighted average common shares outstanding

 

 

328,326,169

 

 

 

330,801,001

 

 

 

329,638,753

 

 

 

329,451,803

 

GAAP diluted loss per share

 

$

(0.08

)

 

$

(0.12

)

 

$

(0.15

)

 

$

(0.39

)

Adjusted Diluted EPS

 

$

0.04

 

 

$

0.08

 

 

$

0.10

 

 

$

0.33

 

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,

 

 

2023

 

2022

 

2023

 

2022

Net loss

 

$

(25,852

)

 

$

(38,608

)

 

$

(46,231

)

 

$

(121,501

)

Income tax expense

 

 

1,204

 

 

 

13,987

 

 

 

13,167

 

 

 

18,792

 

Interest expense

 

 

6,649

 

 

 

5,871

 

 

 

19,661

 

 

 

15,502

 

Other (income) expense, net (h)

 

 

(28

)

 

 

(2,056

)

 

 

759

 

 

 

(1,731

)

Unrealized foreign exchange loss

 

 

10,223

 

 

 

14,448

 

 

 

9,488

 

 

 

22,242

 

Stock-based compensation

 

 

12,806

 

 

 

59,160

 

 

 

48,091

 

 

 

228,308

 

Depreciation and amortization

 

 

9,147

 

 

 

8,905

 

 

 

27,367

 

 

 

25,561

 

Acquisition costs (a)

 

 

1,533

 

 

 

1,742

 

 

 

5,339

 

 

 

3,044

 

Certain professional fees (b)

 

 

2,051

 

 

 

766

 

 

 

3,801

 

 

 

1,632

 

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

 

 

264

 

 

 

2,950

 

 

 

755

 

 

 

6,447

 

Final tax assessment for closed operations (d)

 

 

 

 

 

 

 

 

 

 

 

258

 

Restructuring (f)

 

 

15,566

 

 

 

 

 

 

15,566

 

 

 

 

Adjusted EBITDA

 

$

33,563

 

 

$

67,165

 

 

$

97,763

 

 

$

198,554

 

Net loss margin

 

 

(9.2

)%

 

 

(11.6

)%

 

 

(5.3

)%

 

 

(12.3

)%

Adjusted EBITDA Margin

 

 

12.0

%

 

 

20.2

%

 

 

11.2

%

 

 

20.1

%

 

 

Three months ended

September 30,

 

Nine months ended

September 30,

 

 

2023

 

2022

 

2023

 

2022

Gross profit, GAAP

 

$

94,174

 

 

$

88,308

 

 

$

282,585

 

 

$

241,128

 

Stock-based compensation

 

 

7,462

 

 

 

41,558

 

 

 

28,688

 

 

 

161,040

 

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

 

 

107

 

 

 

1,875

 

 

 

452

 

 

 

4,152

 

Depreciation expense

 

 

3,150

 

 

 

3,603

 

 

 

9,954

 

 

 

10,198

 

Adjusted Gross Profit

 

$

104,893

 

 

$

135,344

 

 

$

321,679

 

 

$

416,518

 

Gross margin, GAAP

 

 

33.6

%

 

 

26.6

%

 

 

32.3

%

 

 

24.5

%

Adjusted Gross Margin

 

 

37.4

%

 

 

40.7

%

 

 

36.8

%

 

 

42.3

%

 

 

Three months ended

September 30,

 

Nine months ended

September 30,

 

 

2023

 

2022

 

2023

 

2022

SG&A, GAAP

 

$

81,840

 

 

$

91,682

 

 

$

254,806

 

 

$

295,799

 

Stock-based compensation

 

 

(5,344

)

 

 

(17,602

)

 

 

(19,403

)

 

 

(67,268

)

Acquisition costs (a)

 

 

(1,533

)

 

 

(1,742

)

 

 

(5,339

)

 

 

(3,044

)

Certain professional fees (b)

 

 

(2,051

)

 

 

(766

)

 

 

(3,801

)

 

 

(1,632

)

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

 

 

(157

)

 

 

(1,075

)

 

 

(303

)

 

 

(2,295

)

Adjusted SG&A

 

$

72,755

 

 

$

70,497

 

 

$

225,960

 

 

$

221,560

 

SG&A margin, GAAP

 

 

29.2

%

 

 

27.6

%

 

 

29.1

%

 

 

30.0

%

Adjusted SG&A Margin

 

 

26.0

%

 

 

21.2

%

 

 

25.8

%

 

 

22.5

%

(a)

 

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

(b)

 

Adjusts for certain transaction expenses, non-recurring legal expenses, and one-time professional fees.

(c)

 

Excludes 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.

(d)

 

Adjusts for certain tax related expenses related to final tax assessments from closing operations in Uganda, which was completely shut down in 2015.

(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 and professional fees.

(g)

 

Adjusts for the income tax effects of the foregoing adjusted items.

(h)

 

Excludes a gain, which was included within other (income) expense, net in the condensed consolidated statements of loss and comprehensive loss for 2023, related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables in 2022.

 

 

Three months ended

September 30,

 

Nine months ended

September 30,

 

 

2023

 

2022

 

2023

 

2022

Net cash provided by operating activities

 

$

6,355

 

 

$

34,864

 

 

$

22,602

 

 

$

56,341

 

Purchase of property and equipment

 

 

(2,670

)

 

 

(7,213

)

 

 

(6,351

)

 

 

(19,672

)

Free Cash Flow

 

$

3,685

 

 

$

27,651

 

 

$

16,251

 

 

$

36,669

 

 

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