SolarWinds Corporation (NYSE:SWI), a leading provider of simple, powerful, and secure IT management software, today reported results for its third quarter ended September 30, 2021.

On July 19, 2021, we completed the previously announced separation and distribution of our managed service provider ("MSP" or "N-able") business into a newly created and separately traded public company, N-able, Inc. After the distribution, we do not beneficially own any shares of common stock in N-able and no longer consolidate N‑able into our financial results for periods ending after July 19, 2021, such that N‑able's historical financial results through July 19, 2021 are reflected in our consolidated financial statements as discontinued operations. As a result, our financial results described below reflect SolarWinds as a stand-alone business and do not include any contribution from the N-able business.

Third Quarter Financial Highlights from Continuing Operations

Total revenue for the third quarter of $181.3 million, representing 1.9% year-over-year decline and total recurring revenue representing 83.9% of total revenue.¹
Net income for the third quarter of $1.1 million.
Adjusted EBITDA for the third quarter of $75.3 million, representing a margin of 41.5% of total revenue.

For a reconciliation of our GAAP to non-GAAP results, please see the tables below.

"We're encouraged and pleased with our third quarter results, outperforming our previously provided outlook for non-GAAP total revenue and adjusted EBITDA for the quarter. We continue to make significant progress on a number of key priorities, including customer retention, due to our employees' dedication, the relevance of our solutions, and our partners' and customers' commitment to SolarWinds," said Sudhakar Ramakrishna, President and Chief Executive Officer, SolarWinds. "As we look ahead to 2022, we're focused on ensuring we continue to deliver solutions aligned with our customers' evolving needs and we look forward to sharing our vision for the future at our Analyst Day on November 10, 2021."

Third Quarter Business Highlights

Released the findings of our eighth-annual industry-wide study, IT Trends Report 2021: Building a Secure Future, examining how technology professionals perceive the evolving state of risk in today's business environment following the internal impact of COVID-19 IT policies and exposure to external breaches.
Launched SolarWinds^® DBA xPress, a free tool to automate data and schema comparisons, making DataOps adoption and Microsoft^® SQL Server^® cloud migrations easier for all data pros.
Strengthened our international footprint by opening a South Korean entity in Seoul, Korea.
Celebrated the seventh annual IT Professionals' Day – established by SolarWinds in 2015, IT Pro Day recognizes and celebrates all IT professionals, regardless of discipline. We released findings from our IT Pro Day 2021 survey: Bring IT On, which revealed IT pros' confidence and pride in their roles. Celebrations included the recognition of our second annual IT Pro Day Awards, which honored the following IT pros, nominated by their peers:
- Rookie of the Year: Praharshita Gaur (Canada)
- Rockstar of the Year: Fabrizio Cabianca (United States)
- IT Mentor of the Year: David M. Williams (Australia)
- Trailblazer Award: Diana Awde (United States)
Hosted our Europe, Middle East, and Africa (EMEA) Virtual Partner Summit 2021 in August, and Asia-Pacific and Japan (APJ) Virtual Partner Summit in September, featuring product strategy sessions, technical and sales accreditation training, and keynote sessions delivered by our global c-suite and leadership team.

Balance Sheet

At September 30, 2021, total cash and cash equivalents were $708.9 million and total debt was $1.9 billion.

The financial results included in this press release are preliminary and pending final review by the company and its external auditors. Financial results will not be final until SolarWinds files its quarterly report on Form 10-Q for the period. Information about SolarWinds' use of non-GAAP financial measures is provided below under "Non-GAAP Financial Measures." Effective July 30, 2021 at 5:00 p.m. ET, SolarWinds effected a 2:1 reverse stock split of its common stock. As a result of the reverse stock split, all share and per share figures contained in the financial statements have been retroactively restated as if the reverse stock split occurred at the beginning of the periods presented.

Financial Outlook

As of October 28, 2021, SolarWinds is providing its financial outlook for the fourth quarter of 2021 and full year 2021. The financial information below represents forward-looking non-GAAP financial information, including an estimate of adjusted EBITDA and non-GAAP diluted earnings per share. These non-GAAP financial measures exclude, among other items mentioned below, stock-based compensation expense and related employer-paid payroll taxes, amortization, certain expenses related to the cyberattack that occurred in December 2020 (the "Cyber Incident"), restructuring costs and other costs related to non-recurring items. We have not reconciled our estimates of these non-GAAP financial measures to their most directly comparable GAAP measure as a result of uncertainty regarding, and the potential variability of, these excluded items in future periods. Accordingly, reconciliation is not available without unreasonable effort, although it is important to note that these excluded items could be material to our results computed in accordance with GAAP in future periods. Our reported results provide reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

Financial Outlook for Fourth Quarter of 2021

SolarWinds' management currently expects to achieve the following results for the fourth quarter of 2021:

Total revenue in the range of $180.0 to $184.0 million, representing a decline over the fourth quarter of 2020 total revenue from continuing operations of (3)% to (1)%.²
Adjusted EBITDA in the range of $72.0 to $74.0 million, representing approximately 40% of total revenue.
Non-GAAP diluted earnings per share of $0.25 to $0.26.
Weighted average outstanding diluted shares of approximately 160.7 million.

Financial Outlook for Full Year of 2021

SolarWinds' management currently expects to achieve the following results for the full year of 2021:

Total revenue in the range of $712.0 to $716.0 million, representing a decline over the full year of 2020 total revenue from continuing operations of (1)% to 0%.²
Adjusted EBITDA in the range of $296.9 to $298.9 million, representing approximately 42% of total revenue.
Non-GAAP diluted earnings per share of $1.14 to $1.15.
Weighted average outstanding diluted shares of approximately 160.5 million.

Additional details on the company's outlook will be provided on the conference call.

Upcoming Analyst Day

SolarWinds will host a virtual Analyst Day on November 10, 2021 to discuss its business and strategic objectives.

An audio webcast will be available on the SolarWinds Investor Relations website at the time of the presentation and for a limited time thereafter at http://investors.solarwinds.com.

Conference Call and Webcast

In conjunction with this announcement, SolarWinds will host a conference call today to discuss its financial results, business and business outlook at 7:30 a.m. CT (8:30 a.m. ET/5:30 a.m. PT). A live webcast of the call and materials presented during the call will be available on the SolarWinds Investor Relations website at http://investors.solarwinds.com. A live dial-in will be available domestically at (888) 510-2008 and internationally at +1 (646) 960-0306. To access the live call, please dial in 5-10 minutes before the scheduled start time and enter the conference passcode 2975715. A replay of the webcast will be available on a temporary basis shortly after the event on the SolarWinds Investor Relations website.

Forward-Looking Statements

This press release contains "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the fourth quarter and the full year. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as "aim," "anticipate," "believe," "can," "could," "seek," "should," "feel," "expect," "will," "would," "plan," "project," "intend," "estimate," "continue," "may," or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) risks related to the Cyber Incident, including with respect to (1) the discovery of new or different information regarding the Cyber Incident, including with respect to its scope, the threat actor's access to SolarWinds' environments and its related activities during such period, and the related impact on SolarWinds' systems, products, current or former employees and customers, (2) the possibility that our mitigation and remediation efforts with respect to the Cyber Incident may not be successful, (3) the possibility that additional confidential, proprietary, or personal information, including information of SolarWinds' current or former employees and customers, was accessed and exfiltrated as a result of the Cyber Incident, (4) numerous financial, legal, reputational and other risks to us related to the Cyber Incident, including risks that the incident or SolarWinds' response thereto, including with respect to providing notices to any impacted individuals, may result in the loss, compromise or corruption of data and proprietary information, loss of business as a result of termination or non-renewal of agreements or reduced purchases or upgrades of our products, severe reputational damage adversely affecting customer, partner and vendor relationships and investor confidence, increased attrition of personnel and distraction of key and other personnel, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, significant costs for remediation and the incurrence of other liabilities, (5) risks that our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all liabilities we incur related to these matters, (6) the possibility that our steps to secure our internal environment, improve our product development environment and ensure the security and integrity of the software that we deliver to our customers may not be successful or sufficient to protect against future threat actors or attacks or be perceived by existing and prospective customers as sufficient to address the harm caused by the Cyber Incident, (b) other risks related to cyber security, including that we may experience other security incidents or have vulnerabilities in our systems and services exploited, which may result in compromises or breaches of our and our customers' systems or, theft or misappropriation of our and our customers' confidential, proprietary or personal information, as well as exposure to legal and other liabilities, including the related risk of higher customer, employee and partner attrition and the loss of key personnel, as well as negative impacts to our sales, renewals and upgrades; (c) risks related to the recently completed spin-off of the N-able business into a newly created and separately traded public company, including that we may not realize some or all of the anticipated strategic, financial, operational, marketing or other benefits from the separation, or such benefits may be delayed by a variety of circumstances, which may not be under our control, we may experience increased difficulties in attracting, retaining and motivating employees or maintaining or initiating relationships with partners, customers and other parties with which we currently do business, or may do business in the future, we could incur significant liability if the separation is determined to be a taxable transaction, potential indemnification liabilities incurred in connection with the separation could materially affect our business and financial results and N-able may fail to perform under various transaction agreements that were executed as part of the separation; (d) the possibility that the global COVID-19 pandemic may adversely affect our business, results of operations and financial condition; (e) any of the following factors either generally or as a result of the impacts of the Cyber Incident or the global COVID-19 pandemic on the global economy or on our business operations and financial condition or on the business operations and financial conditions of our customers, their end-customers and our prospective customers: (1) reductions in information technology spending or delays in purchasing decisions by our customers, their end-customers and our prospective customers, (2) the inability to sell products to new customers or to sell additional products or upgrades to our existing customers, (3) any decline in our renewal or net retention rates, (4) the inability to generate significant volumes of high quality sales leads from our digital marketing initiatives and convert such leads into new business at acceptable conversion rates, (5) the timing and adoption of new products, product upgrades or pricing model changes by SolarWinds or its competitors, (6) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity, and (7) risks associated with our international operations; (f) the possibility that our operating income could fluctuate and may decline as percentage of revenue as we make further expenditures to support our business or expand our operations; (g) risks related to our evolving focus in our sales motion and challenges and costs associated with selling products to enterprise customers; (h) our inability to successfully identify, complete, and integrate acquisitions and manage our growth effectively; (i) risks associated with our status as a controlled company; and (j) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the period ended December 31, 2020 filed on March 1, 2021, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 6, 2021 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 that SolarWinds anticipates filing on or before November 9, 2021. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management and board of directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business.

SolarWinds also believes that these non-GAAP financial measures are used by investors and security analysts to (a) compare and evaluate its performance from period to period and (b) compare its performance to those of its competitors. These non-GAAP measures exclude certain items that can vary substantially from company to company depending upon their financing and accounting methods, the book value of their assets, their capital structures and the method by which their assets were acquired.

There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income (loss).

As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, the most comparable GAAP measures. SolarWinds' management and board of directors compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Set forth in the tables below are the corresponding GAAP financial measures for each non-GAAP financial measure presented. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are set forth in the tables below. Unless noted otherwise, all non-GAAP financial measures are derived from our GAAP financial measures from continuing operations.

Non-GAAP Revenue. We define non-GAAP total revenue as total revenue excluding the impact of purchase accounting from acquisitions. The non-GAAP revenue growth rate we provide is calculated using non-GAAP total revenue from the comparable prior period. We monitor this measure to assess our performance because we believe our revenue growth rate would be overstated without this adjustment. We believe presenting non-GAAP total revenue aids in the comparability between periods and in assessing our overall operating performance. For the third quarter of 2021, there was no impact of purchase accounting on revenue so our non-GAAP total revenue is equivalent to our GAAP total revenue.

Non-GAAP Revenue on a Constant Currency Basis. We provide non-GAAP revenue on a constant currency basis to provide a framework for assessing our performance excluding the effect of foreign currency rate fluctuations. To present this information, current period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at the average exchange rates in effect during the corresponding prior period presented. We believe that providing non-GAAP revenue on a constant currency basis facilitates the comparison of non-GAAP revenue to prior periods.

Non-GAAP Cost of Revenue and Non-GAAP Operating Income. We provide non-GAAP cost of revenue and non-GAAP operating income and related non-GAAP margins using non-GAAP revenue and excluding such items as the write-down of deferred revenue related to purchase accounting, amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs, restructuring costs and Cyber Incident costs. Management believes these measures are useful for the following reasons:

Amortization of Acquired Intangible Assets. We provide non-GAAP information that excludes expenses related to purchased intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors, because the amortization of acquired intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.
Stock-Based Compensation Expense and Related Employer-paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization's business performance.
Acquisition and Other Costs. We exclude certain expense items resulting from acquisitions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. In addition, we exclude certain other costs including expense related to our offerings. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing these non-GAAP measures that exclude acquisition and other costs, allows users of our financial statements to better review and understand the historical and current results of our continuing operations, and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.
Restructuring Costs. We provide non-GAAP information that excludes restructuring costs such as severance and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities and costs related to the separation of employment with executives of the Company. In addition, we exclude certain costs resulting from the spin-off of N-able reported in continuing operations. These costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Cyber Incident Costs. We exclude certain expenses resulting from the Cyber Incident. Expenses include costs to investigate and remediate the Cyber Incident, and legal and other professional services related thereto, and consulting services being provided to customers at no charge. Cyber Incident costs are provided net of expected and received insurance reimbursements, although the timing of recognizing insurance reimbursements may differ from the timing of recognizing the associated expenses. We expect to incur significant legal and other professional services expenses associated with the Cyber Incident in future periods. The Cyber Incident results in operating expenses that would not have otherwise been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. We continue to invest significantly in cybersecurity and expect to make additional investments. These estimated investments are in addition to the Cyber Incident costs and not included in the net Cyber Incident costs reported.

Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Diluted Share. We believe that the use of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share is helpful to our investors to clarify and enhance their understanding of past performance and future prospects. Non-GAAP net income (loss) is calculated as net income (loss) excluding the adjustments to non-GAAP revenue, non-GAAP cost of revenue and non-GAAP operating income, losses on extinguishment of debt, certain other non-operating gains and losses and the income tax effect of the non-GAAP exclusions. We define non-GAAP net income (loss) per diluted share as non-GAAP net income (loss) divided by the weighted average outstanding common shares.

Adjusted EBITDA and Adjusted EBITDA Margin. We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as it is a measure we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding the impact of purchase accounting on total revenue, amortization of acquired intangible assets and developed technology, depreciation expense, stock-based compensation expense and related employer-paid payroll taxes, restructuring costs, acquisition and other costs, Cyber Incident costs, interest expense, net, debt related costs including fees related to our credit agreements, debt extinguishment and refinancing costs, unrealized foreign currency (gains) losses, and income tax expense (benefit). We define adjusted EBITDA margin as adjusted EBITDA divided by non-GAAP revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted EBITDA excludes the impact of the write-down of deferred revenue due to purchase accounting in connection with acquisitions, and therefore includes revenue that will never be recognized under GAAP; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Unlevered Free Cash Flow. Unlevered free cash flow is a measure of our liquidity used by management to evaluate cash flow from operations, after the deduction of capital expenditures and prior to the impact of our capital structure, acquisition and other costs, restructuring costs, Cyber Incident costs, employer-paid payroll taxes on stock awards and other one-time items, that can be used by us for strategic opportunities and strengthening our balance sheet. However, given our debt obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

^{_________________

1} For the third quarter of 2021, there was no impact of purchase accounting on revenue so our non-GAAP total revenue is equivalent to our GAAP total revenue.

² For the fourth quarter of 2021, we do not expect to adjust revenue for the impact of purchase accounting.

#SWIfinancials

About SolarWinds

SolarWinds (NYSE:SWI) is a leading provider of simple, powerful, and secure IT management software. Our solutions give organizations worldwide—regardless of type, size, or complexity—the power to accelerate business transformation in today's hybrid IT environments. We continuously engage with technology professionals—IT service and operations professionals, DevOps and SecOps professionals, and Database Administrators (DBAs)—to understand the challenges they face in maintaining high-performing and highly available IT infrastructures, applications, and environments. The insights we gain from them, in places like our THWACK^® community, allow us to address customers' needs now, and in the future. Our focus on the user and commitment to excellence in end-to-end hybrid IT management has established SolarWinds as a worldwide leader in solutions for observability, IT service management, application performance, and database management. Learn more today at www.solarwinds.com.

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





SolarWinds Corporation
Condensed Consolidated Balance Sheets (In thousands, except share and per share information) (Unaudited)

	September 30,			December 31,
	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	708,890		$	270,708
Accounts receivable, net of allowances of $847 and $1,985 as of September 30, 2021 and December 31, 2020, respectively	81,033			85,514
Income tax receivable	3,219			1,011
Prepaid and other current assets	27,338			20,080
Current assets of discontinued operations	—			135,420
Total current assets	820,480			512,733
Property and equipment, net	35,211			39,059
Operating lease assets	83,202			97,264
Deferred taxes	139,093			147,265
Goodwill	3,326,805			3,375,319
Intangible assets, net	397,582			565,611
Other assets, net	32,438			30,011
Non-current assets of discontinued operations	—			943,221
Total assets	$	4,834,811		$	5,710,483
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	13,611		$	12,390
Accrued liabilities and other	35,242			53,140
Current operating lease liabilities	15,028			14,951
Accrued interest payable	152			157
Income taxes payable	5,765			11,911
Current portion of deferred revenue	316,870			336,573
Current debt obligation	19,900			19,900
Current liabilities of discontinued operations	—			42,182
Total current liabilities	406,568			491,204
Long-term liabilities:
Deferred revenue, net of current portion	33,942			36,511
Non-current deferred taxes	20,168			54,691
Non-current operating lease liabilities	85,464			100,430
Other long-term liabilities	92,698			114,615
Long-term debt, net of current portion	1,873,472			1,882,672
Non-current liabilities of discontinued operations	—			19,673
Total liabilities	2,512,312			2,699,796
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value: 1,000,000,000 shares authorized and 158,402,918 and 156,519,611 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	158			157
Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	—			—
Additional paid-in capital	2,555,790			3,112,262
Accumulated other comprehensive income	23,258			127,212
Accumulated deficit	(256,707		)	(228,944		)
Total stockholders' equity	2,322,499			3,010,687
Total liabilities and stockholders' equity	$	4,834,811		$	5,710,483






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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue:
Subscription	$	32,293		$	26,871		$	90,218		$	75,371
Maintenance	119,742			118,663			360,909			346,396
Total recurring revenue	152,035			145,534			451,127			421,767
License	29,236			39,284			80,788			109,454
Total revenue	181,271			184,818			531,915			531,221
Cost of revenue:
Cost of recurring revenue	17,949			13,645			49,331			39,441
Amortization of acquired technologies	39,882			39,282			120,397			116,733
Total cost of revenue	57,831			52,927			169,728			156,174
Gross profit	123,440			131,891			362,187			375,047
Operating expenses:
Sales and marketing	58,642			52,940			174,384			159,100
Research and development	26,285			21,485			78,474			63,738
General and administrative	28,551			23,875			90,135			64,430
Amortization of acquired intangibles	13,784			12,596			41,704			37,453
Total operating expenses	127,262			110,896			384,697			324,721
Operating income (loss)	(3,822		)	20,995			(22,510		)	50,326
Other income (expense):
Interest expense, net	(15,897		)	(16,792		)	(48,262		)	(59,202		)
Other income (expense), net	1,478			(255		)	1,865			(485		)
Total other income (expense)	(14,419		)	(17,047		)	(46,397		)	(59,687		)
Income (loss) before income taxes	(18,241		)	3,948			(68,907		)	(9,361		)
Income tax expense (benefit)	(19,321		)	1,505			(26,322		)	1,405
Net income (loss) from continuing operations	$	1,080		$	2,443		$	(42,585	)	$	(10,766	)
Net income (loss) from discontinued operations, net of tax	$	(10,059	)	$	10,059		$	14,822		$	36,528
Net income (loss)	$	(8,979	)	$	12,502		$	(27,763	)	$	25,762
Net income (loss) from continuing operations available to common stockholders	$	920		$	2,430		$	(42,745	)	$	(10,697	)
Net income (loss) from discontinued operations available to common stockholders	$	(10,059	)	$	10,003		$	14,822		$	36,294
Net income (loss) available to common stockholders per share:
Basic earnings (loss) from continuing operations per share	$	0.01		$	0.02		$	(0.27	)	$	(0.07	)
Basic earnings (loss) from discontinued operations per share	(0.06		)	0.06			0.09			0.23
Net basic earnings per share	$	(0.06	)	$	0.08		$	(0.18	)	$	0.17
Diluted earnings (loss) from continuing operations per share	$	0.01		$	0.02		$	(0.27	)	$	(0.07	)
Diluted earnings (loss) from discontinued operations per share	(0.06		)	0.06			0.09			0.23
Net diluted earnings per share	$	(0.06	)	$	0.08		$	(0.18	)	$	0.17
Weighted-average shares used to compute net income (loss) available to common stockholders per share:
Shares used in computation of basic earnings (loss) per share	158,202			155,447			157,730			155,014
Shares used in computation of diluted earnings (loss) per share	160,328			158,361			157,730			155,014






SolarWinds Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)

	Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities
Net loss from continuing operations	$	(42,585	)	$	(10,766	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
Depreciation and amortization	173,362			163,765
Provision for losses on accounts receivable	230			1,244
Stock-based compensation expense	43,472			38,547
Amortization of debt issuance costs	6,794			6,871
Deferred taxes	(26,277		)	(17,627		)
(Gain) loss on foreign currency exchange rates	(1,504		)	650
Other non-cash expenses (benefits)	758			(812		)
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable	3,428			8,277
Income taxes receivable	(2,348		)	(1,830		)
Prepaid and other assets	(9,556		)	1,888
Accounts payable	1,335			(1,551		)
Accrued liabilities and other	(16,906		)	6,410
Accrued interest payable	(5		)	(91		)
Income taxes payable	(32,478		)	(2,159		)
Deferred revenue	(15,499		)	9,752
Other long-term liabilities	(276		)	374
Net cash provided by operating activities from continuing operations	81,945			202,942
Cash flows from investing activities
Purchases of property and equipment	(6,968		)	(14,001		)
Purchases of intangible assets	(3,066		)	(4,115		)
Acquisitions, net of cash acquired	447			—
Net cash used in investing activities from continuing operations	(9,587		)	(18,116		)
Cash flows from financing activities
Proceeds from issuance of common stock under employee stock purchase plan	5,658			5,406
Repurchase of common stock and incentive restricted stock	(10,717		)	(2,794		)
Exercise of stock options	527			865
Distributions from spin-off of discontinued operations, net	505,580			—
Dividends paid	(237,214		)	—
Repayments of borrowings from credit agreement	(15,975		)	(14,925		)
Payment of debt issuance costs	(234		)	—
Net cash provided by (used in) financing activities from continuing operations	247,625			(11,448		)
Effect of exchange rate changes on cash and cash equivalents from continuing operations	(3,803		)	6,278
Cash flows of discontinued operations
Operating activities of discontinued operations	39,040			82,075
Investing activities of discontinued operations	(15,003		)	(9,164		)
Financing activities of discontinued operations	(903		)	—
Effect of exchange rate changes on cash and cash equivalents from discontinued operations	(922		)	(953		)
Net cash provided by discontinued activities	22,212			71,958
Net increase in cash and cash equivalents	338,392			251,614
Cash and cash equivalents
Beginning of period	370,498			173,372
End of period	$	708,890		$	424,986

Supplemental disclosure of cash flow information
Cash paid for interest	$	42,060		$	52,723
Cash paid for income taxes	$	38,120		$	40,447






SolarWinds Corporation Reconciliation of GAAP to Non-GAAP Financial Measures from Continuing Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020

	(in thousands, except margin data)
Total GAAP revenue	$	181,271		$	184,818		$	531,915		$	531,221
Impact of purchase accounting⁽¹⁾	—			293			134			2,366
Total non-GAAP revenue	$	181,271		$	185,111		$	532,049		$	533,587

GAAP cost of revenue	$	57,831		$	52,927		$	169,728		$	156,174
Stock-based compensation expense and related employer-paid payroll taxes	(604		)	(587		)	(1,627		)	(1,318		)
Amortization of acquired technologies	(39,882		)	(39,282		)	(120,397		)	(116,733		)
Acquisition and other costs	(1		)	(7		)	(5		)	(21		)
Restructuring costs	(517		)	(20		)	(517		)	(21		)
Cyber Incident costs	(364		)	—			(1,836		)	—
Non-GAAP cost of revenue	$	16,463		$	13,031		$	45,346		$	38,081

GAAP gross profit	$	123,440		$	131,891		$	362,187		$	375,047
Impact of purchase accounting⁽¹⁾	—			293			134			2,366
Stock-based compensation expense and related employer-paid payroll taxes	604			587			1,627			1,318
Amortization of acquired technologies	39,882			39,282			120,397			116,733
Acquisition and other costs	1			7			5			21
Restructuring costs	517			20			517			21
Cyber Incident costs	364			—			1,836			—
Non-GAAP gross profit	$	164,808		$	172,080		$	486,703		$	495,506
GAAP gross margin	68.1		%	71.4		%	68.1		%	70.6		%
Non-GAAP gross margin	90.9		%	93.0		%	91.5		%	92.9		%

GAAP sales and marketing expense	$	58,642		$	52,940		$	174,384		$	159,100
Stock-based compensation expense and related employer-paid payroll taxes	(5,508		)	(5,643		)	(16,271		)	(12,193		)
Acquisition and other costs	(1		)	(53		)	(1		)	(111		)
Restructuring costs	(742		)	(149		)	(964		)	(181		)
Cyber Incident costs	(85		)	—			(1,607		)	—
Non-GAAP sales and marketing expense.	$	52,306		$	47,095		$	155,541		$	146,615

GAAP research and development expense	$	26,285		$	21,485		$	78,474		$	63,738
Stock-based compensation expense and related employer-paid payroll taxes	(3,354		)	(3,905		)	(9,824		)	(9,907		)
Acquisition and other costs	(16		)	—			(355		)	(9		)
Restructuring costs	(68		)	—			(593		)	—
Cyber Incident costs	(44		)	—			(52		)	—
Non-GAAP research and development expense	$	22,803		$	17,580		$	67,650		$	53,822

GAAP general and administrative expense	$	28,551		$	23,875		$	90,135		$	64,430
Stock-based compensation expense and related employer-paid payroll taxes	(6,553		)	(8,255		)	(16,690		)	(15,577		)
Acquisition and other costs	(214		)	(1,116		)	(1,042		)	(3,852		)
Restructuring costs	(1,269		)	(1,853		)	(2,822		)	(1,966		)
Cyber Incident costs, net	(2,434		)	—			(20,327		)	—
Non-GAAP general and administrative expense	$	18,081		$	12,651		$	49,254		$	43,035

GAAP operating expenses	$	127,262		$	110,896		$	384,697		$	324,721
Stock-based compensation expense and related employer-paid payroll taxes	(15,415		)	(17,803		)	(42,785		)	(37,677		)
Amortization of acquired intangibles	(13,784		)	(12,596		)	(41,704		)	(37,453		)
Acquisition and other costs	(231		)	(1,169		)	(1,398		)	(3,972		)
Restructuring costs	(2,079		)	(2,002		)	(4,379		)	(2,147		)
Cyber Incident costs, net	(2,563		)	—			(21,986		)	—
Non-GAAP operating expenses	$	93,190		$	77,326		$	272,445		$	243,472

GAAP operating income (loss)	$	(3,822	)	$	20,995		$	(22,510	)	$	50,326
Impact of purchase accounting⁽¹⁾	—			293			134			2,366
Stock-based compensation expense and related employer-paid payroll taxes	16,019			18,390			44,412			38,995
Amortization of acquired technologies	39,882			39,282			120,397			116,733
Amortization of acquired intangibles	13,784			12,596			41,704			37,453
Acquisition and other cost	232			1,176			1,403			3,993
Restructuring costs	2,596			2,022			4,896			2,168
Cyber Incident costs, net	2,927			—			23,822			—
Non-GAAP operating income	$	71,618		$	94,754		$	214,258		$	252,034
GAAP operating margin	(2.1		)%	11.4		%	(4.2		)%	9.5		%
Non-GAAP operating margin	39.5		%	51.2		%	40.3		%	47.2		%

GAAP net income (loss) from continuing operations	$	1,080		$	2,443		$	(42,585	)	$	(10,766	)
Impact of purchase accounting⁽¹⁾	—			293			134			2,366
Stock-based compensation expense and related employer-paid payroll taxes	16,019			18,390			44,412			38,995
Amortization of acquired technologies	39,882			39,282			120,397			116,733
Amortization of acquired intangibles	13,784			12,596			41,704			37,453
Acquisition and other costs	232			1,176			1,403			3,993
Restructuring costs	1,376			2,022			3,676			2,168
Cyber Incident costs, net	2,927			—			23,822			—
Tax benefits associated with above adjustments	(15,644		)	(12,325		)	(50,245		)	(33,023		)
Non-GAAP net income	$	59,656		$	63,877		$	142,718		$	157,919

GAAP diluted earnings (loss) from continuing operations per share	$	0.01		$	0.02		$	(0.27	)	$	(0.07	)
Non-GAAP diluted earnings per share	$	0.37		$	0.40		$	0.90		$	1.02


(1)		Adjustment represents the impact of purchase accounting to the subscription revenue line item.






Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA from Continuing Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020

	(in thousands)
Net income (loss)	$	(8,979	)	$	12,502		$	(27,763	)	$	25,762
Less: Net income (loss) from discontinued operations	(10,059		)	10,059			14,822			36,528
Net income (loss) from continuing operations	1,080			2,443			(42,585		)	(10,766		)
Amortization and depreciation	57,354			55,210			173,362			163,765
Income tax expense (benefit)	(19,321		)	1,505			(26,322		)	1,405
Interest expense, net	15,897			16,792			48,262			59,202
Impact of purchase accounting on total revenue	—			293			134			2,366
Unrealized foreign currency (gains) losses	(388		)	127			(1,504		)	691
Acquisition and other costs	232			1,176			1,403			3,993
Debt related costs	92			90			284			274
Stock-based compensation expense and related employer-paid payroll taxes	16,019			18,390			44,412			38,995
Restructuring costs	1,376			2,022			3,676			2,168
Cyber Incident costs, net	2,927			—			23,822			—
Adjusted EBITDA	$	75,268		$	98,048		$	224,944		$	262,093
Adjusted EBITDA margin	41.5		%	53.0		%	42.3		%	49.1		%






Reconciliation of Non-GAAP Revenue to Non-GAAP Revenue on a Constant Currency Basis from Continuing Operations (Unaudited)

	Three Months Ended September 30,							Nine Months Ended September 30,
	2021			2020		Growth Rate		2021			2020		Growth Rate

	(in thousands, except percentages)
Total GAAP revenue	$	181,271		$	184,818	(1.9	)%	$	531,915		$	531,221	0.1	%
Impact of purchase accounting⁽¹⁾	—			293		(0.2	)	134			2,366		(0.4	)
Non-GAAP total revenue	181,271			185,111		(2.1	)	532,049			533,587		(0.3	)
Estimated foreign currency impact⁽²⁾	(620		)	—		(0.3	)	(5,525		)	—		(1.0	)
Non-GAAP total revenue on a constant currency basis	$	180,651		$	185,111	(2.4	)%	$	526,524		$	533,587	(1.3	)%


(1)		Adjustment represents the impact of purchase accounting to the subscription revenue line item.
(2)		The estimated foreign currency impact is calculated using the average foreign currency exchange rates in the comparable prior year monthly periods and applying those rates to foreign-denominated revenue in the corresponding monthly periods in the three and nine months ended September 30, 2021.






Reconciliation of Unlevered Free Cash Flow from Continuing Operations (Unaudited)

	Nine Months Ended September 30,
	2021			2020

	(in thousands)
Net cash provided by operating activities from continuing operations	$	81,945		$	202,942
Capital expenditures⁽¹⁾	(10,034		)	(18,116		)
Free cash flow	71,911			184,826
Cash paid for interest and other debt related items	41,851			52,695
Cash paid for acquisition and other costs, restructuring costs, Cyber Incident costs, net, employer-paid payroll taxes on stock awards and other one-time items	35,466			1,528
Unlevered free cash flow (excluding forfeited tax shield)	149,228			239,049
Forfeited tax shield related to interest payments⁽²⁾	(9,884		)	(12,390		)
Unlevered free cash flow	$	139,344		$	226,659


(1)		Includes purchases of property and equipment and purchases of intangible assets.
(2)		Forfeited tax shield related to interest payments assumes a statutory rate of 23.5% for the nine months ended September 30, 2021 and 2020.

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