Technology

Equinix Reports Third-Quarter 2024 Results

Published

2 months ago

October 30, 2024

REDWOOD CITY, Calif., Oct. 30, 2024 /PRNewswire/ —

Quarterly revenues increased 7% on both an as-reported and normalized and constant currency basis over the same quarter last year to $2.2 billionRobust pricing, strong deal conversion rates and meaningful billable cabinet improvement translated into strong performance against expectationsAccelerated pursuit of growing artificial intelligence (AI) demand in the U.S. with the signing of a greater than $15 billion joint venture, expected to nearly triple the capital invested in the company’s xScale® data center portfolio once completed

Equinix, Inc. (Nasdaq: EQIX), the world’s digital infrastructure company®, today reported results for the quarter ended September 30, 2024. Equinix uses certain non-GAAP financial measures, which are described further below and reconciled to the most comparable GAAP financial measures after the presentation of our GAAP financial statements. All per-share results are presented on a fully diluted basis.

Third-Quarter 2024 Results Summary

Revenues$2.2 billion, a 2% increase over the previous quarterIncludes a minimal negative foreign currency impact when compared to prior guidance ratesOperating Income$425 million, lower than the previous quarter due to the Q2 gain on sale of the Silicon Valley 12 xScale (SV12x) assetNet Income attributable to Common Stockholders and Net Income per Share attributable to Common Stockholders$297 million, lower than the previous quarter due to the Q2 gain on sale of the SV12x asset$3.10 per share, lower than the previous quarterAdjusted EBITDA$1,048 million, a 1% increase over the previous quarter, and an adjusted EBITDA margin of 48%Includes a minimal negative foreign currency impact when compared to prior guidance rates and $2 million of integration costsAFFO and AFFO per Share$866 million, lower than the previous quarter, due to seasonally higher recurring capital expenditures; partially offset by higher EBITDA flow-through$9.05 per share, lower than the previous quarter

2024 Annual Guidance Summary

Revenues$8.748 – $8.788 billion, an increase of approximately 7% over the previous year, or a normalized and constant currency increase of 7 – 8%, excluding the year-over-year impact of the power pass-throughAn increase of $36 million compared to prior guidanceAdjusted EBITDA$4.086 – $4.126 billion, a 47% adjusted EBITDA marginAn increase of $10 million compared to prior guidanceIncludes $15 million of integration costsAFFO and AFFO per Share$3.338 – $3.378 billion, an increase of 11 – 12% over the previous year, or a normalized and constant currency increase of 11 – 13%An increase of $18 million compared to prior guidance$34.81 – $35.22 per share, an increase of 8 – 10% over the previous year, or a normalized and constant currency increase of 9 – 10%

Equinix converted the presentation of results from thousands to millions in the first quarter of 2024. Certain rounding adjustments have been made to prior period disclosed amounts.

Equinix is not reasonably able to provide forward-looking guidance for certain financial data, such as depreciation, amortization, accretion, stock-based compensation, net income (loss) from operations, cash generated from operating activities and cash used in investing activities, and as a result, is not able to provide a reconciliation of GAAP to non-GAAP financial measures for forward-looking data without unreasonable effort. The impact of such adjustments could be significant.

Equinix Quote

Adaire Fox-Martin, CEO and President, Equinix:

“Our 87th consecutive quarter of revenue growth was also a record-breaking one for gross bookings, with strong results across our three regions. This performance is a testament to the trust our customers place in Equinix and the value they realize partnering strategically with us. We see continued robust demand for AI-enabling digital infrastructure from a highly diverse set of customers of varying sizes, industries, and regions. This, coupled with significant expansion of our xScale capability, further strengthens our value proposition with customers and our leading position in the market.”

Business Highlights

Equinix remains dedicated to making extensive investments across its global operations to support the digital infrastructure needs of customers. The company currently has 57 major projects underway in 35 markets across 22 countries, including 13 xScale projects, representing more than 22,000 cabinets of retail capacity and more than 100 megawatts of xScale capacity to be delivered through the end of 2025.Earlier this month, Equinix announced plans to nearly triple the capital invested in its xScale data center portfolio with the agreement to form a greater than $15 billion joint venture, subject to closing conditions, with Canada Pension Plan Investment Board (CPP Investments) and GIC, with whom Equinix has previously partnered on xScale projects in Asia, the Americas and Europe. Through this joint venture, Equinix expects to build new state-of-the-art xScale facilities on multiple campuses across the U.S., each with multi-hundred megawatts of capacity. As previously announced, Equinix recently acquired a greater-than-200-acre land parcel as it develops its first multi-hundred-megawatt xScale campus in the Atlanta metro area to support the pursuit of larger AI and hyperscale workloads.Equinix’s global xScale portfolio continues to see strong demand and leasing activity as the need for hyperscale infrastructure to support AI and cloud initiatives continues to grow. Since its Q2 earnings call, the company leased an incremental 20 megawatts of capacity into its Seoul 2 (SL2x) asset, bringing total xScale leasing to 385 megawatts globally with nearly 90% of its operational and under-construction capacity leased.In August, Equinix opened its first International Business Exchange™ (IBX®) data center in Johannesburg, South Africa to support and enhance the growing digital infrastructure and connectivity needs of enterprises and service providers on the rapidly growing African continent. The company also opened the first phases of its New York 3 (NY3) and Tokyo 15 (TY15) assets, easing capacity constraints in two key markets.Digital infrastructure, serving as the backbone of today’s economy, encompasses connectivity that touches lives daily, enabling everything from online shopping to the lifesaving operations of hospitals, to supporting the data needs of AI training and inferencing. Equinix’s industry-leading global interconnection franchise continues to perform with 478,000 total interconnections deployed on its platform. In the third quarter of 2024, net interconnection adds improved to 5,700 due to strong hyperscaler cross connect additions and continued diversification of Equinix’s ecosystems.Equinix Fabric® saw continued solid growth with a roughly 40% global customer attach rate. Fabric growth was driven by solid 100-gigabyte port additions and higher bandwidth virtual connections.Internet Exchange experienced ongoing growth from existing customers as peak traffic surpassed 40 terabits per second for the first time.Equinix’s Channel program delivered another solid quarter, accounting for approximately 50% of company new logos. It continued to see growth from partners like Avant, Dell, Orange Business and WWT, with wins across a wide range of industry segments and use cases, including AI. Key wins this quarter include a data center modernization project with AT&T. Through this project, Equinix is helping a customer-experience technology company blend cloud and private infrastructure resources, enable multicloud networking and accelerate AI and automation enhancements for customer interactions.In September, Equinix announced that it issued more than $750 million in green bonds across two completed offerings. The green bonds align the company’s financing needs with its Future First sustainability strategy. With these latest issuances, Equinix will have issued a total of approximately $5.6 billion of green bonds, making it one of the top 10 largest U.S. corporate issuers in the investment-grade green bond market.

Business Outlook

For the fourth quarter of 2024, the company expects revenues to range between $2.262 and $2.302 billion, an as-reported increase of 3 – 5% over the previous quarter, or a normalized and constant currency increase of 2 – 4% excluding the quarter-over-quarter impact of the power pass-through. This guidance includes a $26 million foreign currency benefit when compared to the average FX rates in Q3 2024. Adjusted EBITDA is expected to range between $1.010 and $1.050 billion. This guidance includes a $12 million foreign currency benefit when compared to the average FX rates in Q3 2024, $8 million of integration costs related to acquisitions and higher seasonal spending. Recurring capital expenditures are expected to range between $94 and $114 million, consistent with our typical seasonal investments in Q4.

For the full year of 2024, total revenues are expected to range between $8.748 and $8.788 billion, an as-reported increase of approximately 7% over the previous year, or a normalized and constant currency increase of approximately 7 – 8% excluding the year-over-year impact of the power pass-through. This $36 million increase from previously issued guidance is due to $12 million of better-than-expected operating performance and a $24 million positive foreign currency benefit when compared to the prior guidance rates. Adjusted EBITDA is expected to range between $4.086 and $4.126 billion, an adjusted EBITDA margin of 47%. This $10 million increase over previously issued guidance is due to a positive foreign currency benefit when compared to prior guidance rates. AFFO is expected to range between $3.338 and $3.378 billion, an as-reported increase of 11 – 12% over the previous year, or a normalized and constant currency increase of 11 – 13%. This $18 million increase over the previously issued guidance is due to $15 million from better-than-expected operating performance and a $3 million positive foreign currency benefit when compared to prior guidance rates. AFFO per share is expected to range between $34.81 and $35.22, an as-reported increase of 8 – 10% over the previous year, or a normalized and constant currency increase of 9 – 10%. Total capital expenditures are expected to range between $2.850 and $3.100 billion. Non-recurring capital expenditures, including xScale-related capital expenditures, are expected to range between $2.620 and $2.850 billion, and recurring capital expenditures are expected to range between $230 and $250 million.

The U.S. dollar exchange rates used for 2024 guidance, taking into consideration the impact of our current foreign currency hedges, have been updated to $1.11 to the Euro, $1.28 to the Pound, S$1.29 to the U.S. Dollar, ¥144 to the U.S. Dollar, A$1.45 to the U.S. Dollar, HK$7.77 to the U.S. Dollar, R$5.46 to the U.S. Dollar and C$1.35 to the U.S. Dollar. The Q3 2024 global revenue breakdown by currency for the Euro, British Pound, Singapore Dollar, Japanese Yen, Australian Dollar, Hong Kong Dollar, Brazilian Real and Canadian Dollar is 20%, 10%, 9%, 5%, 5%, 3%, 3% and 2%, respectively.

The adjusted EBITDA guidance is based on the revenue guidance less our expectations of cash cost of revenues and cash operating expenses. The AFFO guidance is based on the adjusted EBITDA guidance less our expectations of net interest expense, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, income tax expense, an income tax expense adjustment, recurring capital expenditures, other income (expense), (gains) losses on disposition of real estate property, and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items.

Q3 2024 Results Conference Call and Replay Information

Equinix will discuss its quarterly results for the period ended September 30, 2024, along with its future outlook, in its quarterly conference call on Wednesday, October 30, 2024, at 5:30 PM ET (2:30 PM PT). A simultaneous live webcast of the call will be available on the company’s Investor Relations website at www.equinix.com/investors. To hear the conference call live, please dial 1-517-308-9482 (domestic and international) and reference the passcode EQIX.

A replay of the call will be available one hour after the call through Tuesday, December 31, 2024, by dialing 1-888-296-6944 and referencing the passcode 2024. In addition, the webcast will be available at www.equinix.com/investors (no password required).

Investor Presentation and Supplemental Financial Information

Equinix has made available on its website a presentation designed to accompany the discussion of Equinix’s results and future outlook, along with certain supplemental financial information and other data. Interested parties may access this information through the Equinix Investor Relations website at www.equinix.com/investors.

Additional Resources

Equinix Investor Relations Resources

About Equinix

Equinix (Nasdaq: EQIX) is the world’s digital infrastructure company®. Digital leaders harness Equinix’s trusted platform to bring together and interconnect foundational infrastructure at software speed. Equinix enables organizations to access all the right places, partners and possibilities to scale with agility, speed the launch of digital services, deliver world-class experiences and multiply their value, while supporting their sustainability goals.

Non-GAAP Financial Measures

Equinix provides all information required in accordance with generally accepted accounting principles (“GAAP”), but it believes that evaluating its ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, Equinix uses non-GAAP financial measures to evaluate its operations.

Equinix provides normalized and constant currency growth rates, which are calculated to adjust for acquisitions, dispositions, integration costs, changes in accounting principles and foreign currency.

Equinix presents adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA represents net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs and gain or loss on asset sales.

In presenting non-GAAP financial measures, such as adjusted EBITDA, cash cost of revenues, cash gross margins, cash operating expenses (also known as cash selling, general and administrative expenses or cash SG&A), adjusted EBITDA margins, free cash flow and adjusted free cash flow, Equinix excludes certain items that it believes are not good indicators of Equinix’s current or future operating performance. These items are depreciation, amortization, accretion of asset retirement obligations and accrued restructuring charges, stock-based compensation, restructuring charges, impairment charges, transaction costs and gain or loss on asset sales. Equinix excludes these items in order for its lenders, investors and the industry analysts who review and report on Equinix to better evaluate Equinix’s operating performance and cash spending levels relative to its industry sector and competitors.

Equinix excludes depreciation expense as these charges primarily relate to the initial construction costs of a data center, and do not reflect its current or future cash spending levels to support its business. Its data centers are long-lived assets, and have an economic life greater than 10 years. The construction costs of a data center do not recur with respect to such data center, although Equinix may incur initial construction costs in future periods with respect to additional data centers, and future capital expenditures remain minor relative to the initial investment. This is a trend it expects to continue. In addition, depreciation is also based on the estimated useful lives of the data centers. These estimates could vary from actual performance of the asset, are based on historic costs incurred to build out our data centers and are not indicative of current or expected future capital expenditures. Therefore, Equinix excludes depreciation from its operating results when evaluating its operations.

In addition, in presenting the non-GAAP financial measures, Equinix also excludes amortization expense related to acquired intangible assets. Amortization expense is significantly affected by the timing and magnitude of acquisitions, and these charges may vary in amount from period to period. We exclude amortization expense to facilitate a more meaningful evaluation of our current operating performance and comparisons to our prior periods. Equinix excludes accretion expense, both as it relates to its asset retirement obligations as well as its accrued restructuring charges, as these expenses represent costs which Equinix also believes are not meaningful in evaluating Equinix’s current operations. Equinix excludes stock-based compensation expense, as it can vary significantly from period to period based on share price and the timing, size and nature of equity awards. As such, Equinix and many investors and analysts exclude stock-based compensation expense to compare its operating results with those of other companies. Equinix also excludes restructuring charges. Such charges include employee severance, facility closure costs, lease or other contract termination costs and advisory fees related to the realignment of our management structure, operations or products. Equinix also excludes impairment charges related to goodwill or long-lived assets. Equinix also excludes gain or loss on asset sales as it represents profit or loss that is not meaningful in evaluating the current or future operating performance. Finally, Equinix excludes transaction costs from its non-GAAP financial measures to allow more comparable comparisons of the financial results to the historical operations. The transaction costs relate to costs Equinix incurs in connection with business combinations and formation of joint ventures, including advisory, legal, accounting, valuation and other professional or consulting fees. Such charges generally are not relevant to assessing the long-term performance of Equinix. In addition, the frequency and amount of such charges vary significantly based on the size and timing of the transactions. Management believes items such as restructuring charges, impairment charges, transaction costs and gain or loss on asset sales are non-core transactions; however, these types of costs may occur in future periods.

Equinix also presents funds from operations (“FFO”) and adjusted funds from operations (“AFFO”), both commonly used in the REIT industry, as supplemental performance measures. Additionally, Equinix presents AFFO per share, which is also commonly used in the REIT industry. AFFO per share offers investors and industry analysts a perspective of Equinix’s underlying operating performance when compared to other REIT companies. FFO is calculated in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income or loss, excluding gain or loss from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items. AFFO represents FFO, excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, stock-based charitable contributions, restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, gain or loss on debt extinguishment, an income tax expense adjustment, recurring capital expenditures, net income or loss from discontinued operations, net of tax and adjustments from FFO to AFFO for unconsolidated joint ventures’ and non-controlling interests’ share of these items. Equinix excludes depreciation expense, amortization expense, accretion, stock-based compensation, restructuring charges, impairment charges and transaction costs for the same reasons that they are excluded from the other non-GAAP financial measures mentioned above.

Equinix includes an adjustment for revenues from installation fees, since installation fees are deferred and recognized ratably over the period of contract term, although the fees are generally paid in a lump sum upon installation. Equinix includes an adjustment for straight-line rent expense on its operating leases, since the total minimum lease payments are recognized ratably over the lease term, although the lease payments generally increase over the lease term. Equinix also includes an adjustment to contract costs incurred to obtain contracts, since contract costs are capitalized and amortized over the estimated period of benefit on a straight-line basis, although costs of obtaining contracts are generally incurred and paid during the period of obtaining the contracts. The adjustments for installation revenues, straight-line rent expense and contract costs are intended to isolate the cash activity included within the straight-lined or amortized results in the consolidated statement of operations. Equinix excludes the amortization of deferred financing costs and debt discounts and premiums as these expenses relate to the initial costs incurred in connection with its debt financings that have no current or future cash obligations. Equinix excludes gain or loss on debt extinguishment since it represents a cost that is not a good indicator of Equinix’s current or future operating performance. Equinix includes an income tax expense adjustment, which represents the non-cash tax impact due to changes in valuation allowances and uncertain tax positions that do not relate to the current period’s operations. Equinix excludes recurring capital expenditures, which represent expenditures to extend the useful life of its IBX and xScale data centers or other assets that are required to support current revenues. Equinix also excludes net income or loss from discontinued operations, net of tax, which represents results that are not a good indicator of our current or future operating performance.

Equinix presents constant currency results of operations, which is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, Equinix has presented this non-GAAP financial measure to provide investors with an additional tool to evaluate its operating results without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of Equinix’s business performance. To present this information, Equinix’s current and comparative period revenues and certain operating expenses denominated in currencies other than the U.S. dollar are converted into U.S. dollars at a consistent exchange rate for purposes of each result being compared.

Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Equinix presents such non-GAAP financial measures to provide investors with an additional tool to evaluate its operating results in a manner that focuses on what management believes to be its core, ongoing business operations. Management believes that the inclusion of these non-GAAP financial measures provides consistency and comparability with past reports and provides a better understanding of the overall performance of the business and its ability to perform in subsequent periods. Equinix believes that if it did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze Equinix effectively.

Investors should note that the non-GAAP financial measures used by Equinix may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as those of other companies. Investors should, therefore, exercise caution when comparing non-GAAP financial measures used by us to similarly titled non-GAAP financial measures of other companies. Equinix does not provide forward-looking guidance for certain financial data, such as depreciation, amortization, accretion, stock-based compensation, net income or loss from operations, cash generated from operating activities and cash used in investing activities, and as a result, is not able to provide a reconciliation of GAAP to non-GAAP financial measures for forward-looking data without unreasonable effort. The impact of such adjustments could be significant. Equinix intends to calculate the various non-GAAP financial measures in future periods consistent with how they were calculated for the periods presented within this press release.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, risks to our business and operating results related to the current inflationary environment; foreign currency exchange rate fluctuations; stock price fluctuations; availability of power, increased costs to procure power and the general volatility in the global energy market; the challenges of acquiring, operating and constructing IBX and xScale data centers and developing, deploying and delivering Equinix products and solutions; delays related to the closing of any planned acquisitions subject to closing conditions; unanticipated costs or difficulties relating to the integration of companies we have acquired or will acquire into Equinix; a failure to receive significant revenues from customers in recently built out or acquired data centers; failure to complete any financing arrangements contemplated from time to time; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay new or outstanding indebtedness; the loss or decline in business from our key customers; risks related to our taxation as a REIT; risks related to regulatory inquiries or litigation; and other risks described from time to time in Equinix filings with the Securities and Exchange Commission. In particular, see recent and upcoming Equinix quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release.

EQUINIX, INC.
Condensed Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)

Three Months Ended

Nine Months Ended

September
30, 2024

June 30, 2024

September
30, 2023

September
30, 2024

September
30, 2023

Recurring revenues

$ 2,059

$ 2,024

$ 1,961

$ 6,093

$ 5,769

Non-recurring revenues

142

135

100

394

309

Revenues

2,201

2,159

2,061

6,487

6,078

Cost of revenues

1,098

1,082

1,069

3,271

3,136

Gross profit

1,103

1,077

992

3,216

2,942

Operating expenses:

Sales and marketing

237

219

212

682

638

General and administrative

434

437

404

1,315

1,205

Transaction costs

(1)

Gain on asset sales

—

(18)

(4)

(18)

(5)

Total operating expenses

678

641

611

1,991

1,845

Income from operations

425

436

381

1,225

1,097

Interest and other income (expense):

Interest income

Interest expense

(117)

(110)

(102)

(331)

(299)

Other income (expense)

(7)

(6)

(10)

Loss on debt extinguishment

—

(1)

—

Total interest and other, net

(75)

(88)

(85)

(250)

(243)

Income before income taxes

350

348

296

975

854

Income tax expense

(54)

(47)

(20)

(147)

(112)

Net income

296

301

276

828

742

Net loss attributable to non-controlling interests

—

Net income attributable to common stockholders

$ 297

$ 301

$ 276

$ 829

$ 742

Earnings per share (“EPS”) attributable to common stockholders:

Basic EPS

$ 3.11

$ 3.17

$ 2.94

$ 8.73

$ 7.94

Diluted EPS

$ 3.10

$ 3.16

$ 2.93

$ 8.69

$ 7.91

Weighted-average shares for basic EPS (in thousands)

95,394

94,919

93,683

94,992

93,396

Weighted-average shares for diluted EPS (in thousands)

95,731

95,166

94,168

95,350

93,788

EQUINIX, INC.
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)

Three Months Ended

Nine Months Ended

September
30, 2024

June 30,
2024

September
30, 2023

September
30, 2024

September
30, 2023

Net income

$ 296

$ 301

$ 276

$ 828

$ 742

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment (“CTA”) gain (loss)

421

(78)

(413)

(15)

(230)

Net investment hedge CTA gain (loss)

(138)

149

Unrealized gain (loss) on cash flow hedges

(25)

Total other comprehensive income (loss), net of tax

258

(43)

(238)

(137)

Comprehensive income, net of tax

554

258

835

605

Net loss attributable to non-controlling interests

—

Comprehensive income attributable to Equinix

$ 555

$ 258

$ 38

$ 836

$ 605

EQUINIX, INC.
Condensed Consolidated Balance Sheets
(in millions, except headcount)
(unaudited)

September 30, 2024

December 31, 2023

Assets

Cash and cash equivalents

$ 2,776

$ 2,096

Short-term investments

451

—

Accounts receivable, net

1,123

1,004

Other current assets

705

468

Total current assets

5,055

3,568

Property, plant and equipment, net

19,665

18,601

Operating lease right-of-use assets

1,487

1,449

Goodwill

5,768

5,737

Intangible assets, net

1,544

1,705

Other assets

1,919

1,591

Total assets

$ 35,438

$ 32,651

Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity

Accounts payable and accrued expenses

$ 1,125

$ 1,187

Accrued property, plant and equipment

394

398

Current portion of operating lease liabilities

149

131

Current portion of finance lease liabilities

202

138

Current portion of mortgage and loans payable

Current portion of senior notes

2,198

998

Other current liabilities

297

302

Total current liabilities

4,370

3,162

Operating lease liabilities, less current portion

1,366

1,331

Finance lease liabilities, less current portion

2,193

2,123

Mortgage and loans payable, less current portion

688

663

Senior notes, less current portion

12,387

12,062

Other liabilities

822

796

Total liabilities

21,826

20,137

Redeemable non-controlling interest

Common stockholders’ equity:

Common stock

—

Additional paid-in capital

20,069

18,596

Treasury stock

(40)

(56)

Accumulated dividends

(9,921)

(8,695)

Accumulated other comprehensive loss

(1,283)

(1,290)

Retained earnings

4,763

3,934

Total common stockholders’ equity

13,588

12,489

Non-controlling interests

(1)

—

Total stockholders’ equity

13,587

12,489

Total liabilities, redeemable non-controlling interest and stockholders’ equity

$ 35,438

$ 32,651

Ending headcount by geographic region is as follows:

Americas headcount

6,220

5,953

EMEA headcount

4,315

4,267

Asia-Pacific headcount

3,104

2,931

Total headcount

13,639

13,151

EQUINIX, INC.
Summary of Debt Principal Outstanding
(in millions)
(unaudited)

September 30, 2024

December 31, 2023

Finance lease liabilities

$ 2,395

$ 2,261

Term loans

669

642

Mortgage payable and other loans payable

Plus: debt issuance costs and debt discounts

Total mortgage and loans payable principal

694

672

Senior notes

14,585

13,060

Plus: debt issuance costs and debt discounts

116

108

Total senior notes principal

14,701

13,168

Total debt principal outstanding

$ 17,790

$ 16,101

EQUINIX, INC.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)

Three Months Ended

Nine Months Ended

September 30, 2024

June 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Cash flows from operating activities:

Net income

$ 296

$ 301

$ 276

$ 828

$ 742

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

Depreciation, amortization and accretion

494

490

462

1,509

1,382

Stock-based compensation

122

125

348

301

Amortization of debt issuance costs and debt discounts

Loss on debt extinguishment

—

Gain on asset sales

—

(18)

(4)

(18)

(5)

Other items

Changes in operating assets and liabilities:

Accounts receivable

(12)

(56)

(47)

(153)

(200)

Income taxes, net

(17)

(15)

(14)

(7)

Accounts payable and accrued expenses

(102)

(98)

Operating lease right-of-use assets

117

Operating lease liabilities

(37)

(33)

(34)

(102)

(100)

Other assets and liabilities

(55)

(37)

(84)

(219)

(155)

Net cash provided by operating activities

758

912

785

2,268

2,218

Cash flows from investing activities:

Purchases, sales and maturities of investments, net

(29)

(33)

(27)

(65)

(82)

Purchases of short-term investments

(450)

—

(450)

—

Real estate acquisitions

(162)

(108)

(113)

(287)

(153)

Purchases of other property, plant and equipment

(724)

(648)

(617)

(2,079)

(1,785)

Proceeds from asset sales

—

247

Investment in loan receivable

—

(196)

—

(196)

—

Loan receivable upfront fee

—

Net cash used in investing activities

(1,365)

(734)

(752)

(2,826)

(1,943)

Cash flows from financing activities:

Proceeds from employee equity awards

—

Contribution from non-controlling interest

—

Payment of dividend distributions

(413)

(405)

(325)

(1,230)

(972)

Proceeds from public offering of common stock, net of offering costs

976

—

976

301

Proceeds from senior notes, net of debt discounts

780

744

338

1,524

902

Repayment of finance lease liabilities

(35)

(32)

(101)

(98)

Repayment of mortgage and loans payable

(2)

(6)

(5)

Debt issuance costs

(6)

(8)

(3)

(14)

(7)

Net cash provided by financing activities

1,348

294

1,245

233

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

(6)

(35)

(7)

(58)

Net increase in cash, cash equivalents, and restricted cash

780

466

680

450

Cash, cash equivalents and restricted cash at beginning of period

1,996

1,530

2,342

2,096

1,908

Cash, cash equivalents and restricted cash at end of period

$ 2,776

$ 1,996

$ 2,358

$ 2,776

$ 2,358

Supplemental cash flow information:

Cash paid for taxes

$ 63

$ 37

$ 42

$ 164

$ 126

Cash paid for interest

$ 111

$ 126

$ 97

$ 338

$ 335

Free cash flow (negative free cash flow) (1)

$ (578)

$ 211

$ 60

$ (493)

$ 357

Adjusted free cash flow (adjusted negative free cash flow) (2)

$ (416)

$ 319

$ 173

$ (206)

$ 510

(1)

We define free cash flow (negative free cash flow) as net cash provided by operating activities plus net cash used in investing activities (excluding the net purchases, sales and maturities of investments) as presented below:

Net cash provided by operating activities as presented above

$ 758

$ 912

$ 785

$ 2,268

$ 2,218

Net cash used in investing activities as presented above

(1,365)

(734)

(752)

(2,826)

(1,943)

Purchases, sales and maturities of investments, net

Free cash flow (negative free cash flow)

$ (578)

$ 211

$ 60

$ (493)

$ 357

(2)

We define adjusted free cash flow (adjusted negative free cash flow) as free cash flow (negative free cash flow) as defined above, excluding any real estate and business acquisitions, net of cash and restricted cash acquired as presented below:

Free cash flow (negative free cash flow) as defined above

$ (578)

$ 211

$ 60

$ (493)

$ 357

Less real estate acquisitions

162

108

113

287

153

Adjusted free cash flow (adjusted negative free cash flow)

$ (416)

$ 319

$ 173

$ (206)

$ 510

EQUINIX, INC.
Non-GAAP Measures and Other Supplemental Data
(in millions)
(unaudited)

Three Months Ended

Nine Months Ended

September 30, 2024

June 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Recurring revenues

$ 2,059

$ 2,024

$ 1,961

$ 6,093

$ 5,769

Non-recurring revenues

142

135

100

394

309

Revenues (1)

2,201

2,159

2,061

6,487

6,078

Cash cost of revenues (2)

732

716

726

2,162

2,113

Cash gross profit (3)

1,469

1,443

1,335

4,325

3,965

Cash operating expenses (4)(7):

Cash sales and marketing expenses (5)

162

144

138

460

419

Cash general and administrative expenses (6)

259

263

261

789

764

Total cash operating expenses (4)(7)

421

407

399

1,249

1,183

Adjusted EBITDA (8)

$ 1,048

$ 1,036

$ 936

$ 3,076

$ 2,782

Cash gross margins (9)

67 %

65 %

67 %

65 %

Adjusted EBITDA margins(10)

48 %

45 %

47 %

46 %

Adjusted EBITDA flow-through rate (11)

29 %

138 %

82 %

107 %

39 %

FFO (12)

$ 609

$ 597

$ 562

$ 1,759

$ 1,605

AFFO (13)(14)

$ 866

$ 877

$ 772

$ 2,586

$ 2,328

Basic FFO per share (15)

$ 6.38

$ 6.29

$ 6.00

$ 18.52

$ 17.19

Diluted FFO per share (15)

$ 6.36

$ 6.27

$ 5.97

$ 18.45

$ 17.12

Basic AFFO per share (15)

$ 9.08

$ 9.24

$ 8.24

$ 27.22

$ 24.92

Diluted AFFO per share (15)

$ 9.05

$ 9.22

$ 8.19

$ 27.12

$ 24.82

(1)

The geographic split of our revenues on a services basis is presented below:

Americas Revenues:

Colocation

$ 617

$ 624

$ 597

$ 1,848

$ 1,754

Interconnection

224

219

207

658

610

Managed infrastructure

198

185

Other

Recurring revenues

914

916

872

2,724

2,564

Non-recurring revenues

139

121

Revenues

$ 958

$ 966

$ 913

$ 2,863

$ 2,685

EMEA Revenues:

Colocation

$ 566

$ 543

$ 538

$ 1,658

$ 1,571

Interconnection

253

229

Managed infrastructure

104

Other

Recurring revenues

713

685

673

2,089

1,971

Non-recurring revenues

102

116

Revenues

$ 743

$ 721

$ 709

$ 2,191

$ 2,087

Asia-Pacific Revenues:

Colocation

$ 337

$ 333

$ 329

$ 1,004

$ 971

Interconnection

215

198

Managed infrastructure

Other

Recurring revenues

432

423

416

1,280

1,234

Non-recurring revenues

153

Revenues

$ 500

$ 472

$ 439

$ 1,433

$ 1,306

Worldwide Revenues:

Colocation

$ 1,520

$ 1,500

$ 1,464

$ 4,510

$ 4,296

Interconnection

384

374

353

1,126

1,037

Managed infrastructure

118

116

114

352

337

Other

105

Recurring revenues

2,059

2,024

1,961

6,093

5,769

Non-recurring revenues

142

135

100

394

309

Revenues

$ 2,201

$ 2,159

$ 2,061

$ 6,487

$ 6,078

(2)

We define cash cost of revenues as cost of revenues less depreciation, amortization, accretion and stock-based compensation as presented below:

Cost of revenues

$ 1,098

$ 1,082

$ 1,069

$ 3,271

$ 3,136

Depreciation, amortization and accretion expense

(351)

(331)

(1,066)

(988)

Stock-based compensation expense

(15)

(12)

(43)

(35)

Cash cost of revenues

$ 732

$ 716

$ 726

$ 2,162

$ 2,113

The geographic split of our cash cost of revenues is presented below:

Americas cash cost of revenues

$ 289

$ 273

$ 270

$ 832

$ 784

EMEA cash cost of revenues

270

299

305

874

873

Asia-Pacific cash cost of revenues

173

144

151

456

Cash cost of revenues

$ 732

$ 716

$ 726

$ 2,162

$ 2,113

(3)

We define cash gross profit as revenues less cash cost of revenues (as defined above).

(4)

We define cash operating expense as selling, general, and administrative expense less depreciation, amortization, and stock-based compensation. We also refer to cash operating expense as cash selling, general and administrative expense or “cash SG&A”.

Selling, general, and administrative expense

$ 671

$ 656

$ 616

$ 1,997

$ 1,843

Depreciation and amortization expense

(143)

(139)

(131)

(443)

(394)

Stock-based compensation expense

(107)

(110)

(86)

(305)

(266)

Cash operating expense

$ 421

$ 407

$ 399

$ 1,249

$ 1,183

(5)

We define cash sales and marketing expense as sales and marketing expense less depreciation, amortization and stock-based compensation as presented below:

Sales and marketing expense

$ 237

$ 219

$ 212

$ 682

$ 638

Depreciation and amortization expense

(50)

(51)

(151)

(153)

Stock-based compensation expense

(25)

(23)

(71)

(66)

Cash sales and marketing expense

$ 162

$ 144

$ 138

$ 460

$ 419

(6)

We define cash general and administrative expense as general and administrative expense less depreciation, amortization and stock-based compensation as presented below:

General and administrative expense

$ 434

$ 437

$ 404

$ 1,315

$ 1,205

Depreciation and amortization expense

(93)

(89)

(80)

(292)

(241)

Stock-based compensation expense

(82)

(85)

(63)

(234)

(200)

Cash general and administrative expenses

$ 259

$ 263

$ 261

$ 789

$ 764

(7)

The geographic split of our cash operating expense, or cash SG&A, as defined above, is presented below:

Americas cash SG&A

$ 242

$ 238

$ 743

$ 697

EMEA cash SG&A

101

294

283

Asia-Pacific cash SG&A

212

203

Cash SG&A

$ 421

$ 407

$ 399

$ 1,249

$ 1,183

(8)

We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, loss on debt extinguishment , depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs, and gain on asset sales as presented below:

Net income

$ 296

$ 301

$ 276

$ 828

$ 742

Income tax expense

147

112

Interest income

(35)

(29)

(23)

(88)

(66)

Interest expense

117

110

102

331

299

Other expense (income)

(7)

Loss on debt extinguishment

—

Depreciation, amortization and accretion expense

494

490

462

1,509

1,382

Stock-based compensation expense

122

125

348

301

Transaction costs

(1)

Gain on asset sales

—

(18)

(4)

(18)

(5)

Adjusted EBITDA

$ 1,048

$ 1,036

$ 936

$ 3,076

$ 2,782

The geographic split of our adjusted EBITDA is presented below:

Americas net income (loss)

$ (126)

$ —

$ 38

$ (172)

$ (44)

Americas income tax expense

147

112

Americas interest income

(28)

(19)

(18)

(62)

(52)

Americas interest expense

269

255

Americas other expense (income)

(5)

(39)

(27)

Americas depreciation, amortization and accretion expense

273

269

252

847

749

Americas stock-based compensation expense

232

201

Americas transaction costs

Americas (gain) loss on asset sales

—

(18)

—

(18)

Americas adjusted EBITDA

$ 427

$ 451

$ 405

$ 1,287

$ 1,203

EMEA net income

$ 288

$ 156

$ 126

$ 579

$ 477

EMEA income tax expense (benefit)

(1)

—

EMEA interest income

(4)

(6)

(3)

(15)

(9)

EMEA interest expense

EMEA other expense (income)

(81)

(35)

EMEA depreciation, amortization and accretion expense

128

133

126

394

374

EMEA stock-based compensation expense

EMEA transaction costs

—

(2)

EMEA gain on asset sales

—

(4)

—

(9)

EMEA adjusted EBITDA

$ 372

$ 324

$ 310

$ 1,024

$ 932

Asia-Pacific net income

$ 134

$ 145

$ 112

$ 421

$ 309

Asia-Pacific income tax expense

—

Asia-Pacific interest income

(3)

(4)

(2)

(11)

(5)

Asia-Pacific interest expense

Asia-Pacific other expense (income)

(3)

Asia-Pacific loss on debt extinguishment

—

Asia-Pacific depreciation, amortization and accretion expense

268

259

Asia-Pacific stock-based compensation expense

Asia-Pacific transaction costs

—

Asia-Pacific adjusted EBITDA

$ 249

$ 261

$ 221

$ 765

$ 647

(9)

We define cash gross margins as cash gross profit divided by revenues.

Our cash gross margins by geographic region are presented below:

Americas cash gross margins

70 %

72 %

70 %

71 %

EMEA cash gross margins

64 %

59 %

57 %

60 %

58 %

Asia-Pacific cash gross margins

65 %

69 %

66 %

68 %

65 %

(10)

We define adjusted EBITDA margins as adjusted EBITDA divided by revenues.

Americas adjusted EBITDA margins

45 %

47 %

44 %

45 %

EMEA adjusted EBITDA margins

50 %

45 %

44 %

47 %

45 %

Asia-Pacific adjusted EBITDA margins

50 %

55 %

50 %

53 %

50 %

(11)

We define adjusted EBITDA flow-through rate as incremental adjusted EBITDA growth divided by incremental revenue growth as follow:

Adjusted EBITDA – current period

$ 1,048

$ 1,036

$ 936

$ 3,076

$ 2,782

Less adjusted EBITDA – prior period

(1,036)

(992)

(901)

(2,757)

(2,570)

Adjusted EBITDA growth

$ 12

$ 44

$ 35

$ 319

$ 212

Revenues – current period

$ 2,201

$ 2,159

$ 2,061

$ 6,487

$ 6,078

Less revenues – prior period

(2,159)

(2,127)

(2,019)

(6,190)

(5,529)

Revenue growth

$ 42

$ 32

$ 42

$ 297

$ 549

Adjusted EBITDA flow-through rate

29 %

138 %

82 %

107 %

39 %

(12)

FFO is defined as net income or loss, excluding gain or loss from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items.

Net income

$ 296

$ 301

$ 276

$ 828

$ 742

Net loss attributable to non-controlling interests

—

Net income attributable to common stockholders

297

301

276

829

742

Adjustments:

Real estate depreciation

308

306

285

930

853

Gain on disposition of real estate property

(3)

(16)

(4)

(19)

(1)

Adjustments for FFO from unconsolidated joint ventures

FFO attributable to common stockholders

$ 609

$ 597

$ 562

$ 1,759

$ 1,605

(13)

AFFO is defined as FFO, excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, stock-based charitable contributions, restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, gain or loss on debt extinguishment, an income tax expense adjustment, net income or loss from discontinued operations, net of tax, recurring capital expenditures and adjustments from FFO to AFFO for unconsolidated joint ventures’ and non-controlling interests’ share of these items.

FFO attributable to common stockholders

$ 609

$ 597

$ 562

$ 1,759

$ 1,605

Adjustments:

Installation revenue adjustment

(1)

—

(1)

(3)

Straight-line rent expense adjustment

Contract cost adjustment

(6)

(2)

(10)

(16)

(31)

Amortization of deferred financing costs and debt discounts

Stock-based compensation expense

122

125

348

301

Stock-based charitable contributions

—

Non-real estate depreciation expense

136

132

126

426

373

Amortization expense

155

156

Accretion expense adjustment

(2)

(1)

(2)

—

Recurring capital expenditures

(69)

(45)

(51)

(135)

(114)

Loss on debt extinguishment

—

Transaction costs

(1)

Impairment charges

—

Income tax expense adjustment

(16)

(13)

Adjustments for AFFO from unconsolidated joint ventures

(1)

(2)

(6)

AFFO attributable to common stockholders

$ 866

$ 877

$ 772

$ 2,586

$ 2,328

(14)

Following is how we reconcile from adjusted EBITDA to AFFO:

Adjusted EBITDA

$ 1,048

$ 1,036

$ 936

$ 3,076

$ 2,782

Adjustments:

Interest expense, net of interest income

(82)

(81)

(79)

(243)

(233)

Amortization of deferred financing costs and debt discounts

Income tax expense

(54)

(47)

(20)

(147)

(112)

Income tax expense adjustment

(16)

(13)

Straight-line rent expense adjustment

Stock-based charitable contributions

—

Contract cost adjustment

(6)

(2)

(10)

(16)

(31)

Installation revenue adjustment

(1)

—

(1)

(3)

Recurring capital expenditures

(69)

(45)

(51)

(135)

(114)

Other income (expense)

(7)

(6)

(10)

Gain on disposition of real estate property

(3)

(16)

(4)

(19)

(1)

Adjustments for unconsolidated JVs’ and non-controlling interests

Adjustments for impairment charges

—

Adjustment for gain on asset sales

—

AFFO attributable to common stockholders

$ 866

$ 877

$ 772

$ 2,586

$ 2,328

(15)

The shares used in the computation of basic and diluted FFO and AFFO per share attributable to common stockholders is presented below:

Shares used in computing basic net income per share, FFO per share and AFFO per share (in thousands)

95,394

94,919

93,683

94,992

93,396

Effect of dilutive securities:

Employee equity awards (in thousands)

337

247

485

358

392

Shares used in computing diluted net income per share, FFO per share and AFFO per share (in thousands)

95,731

95,166

94,168

95,350

93,788

Basic FFO per share

$ 6.38

$ 6.29

$ 6.00

$ 18.52

$ 17.19

Diluted FFO per share

$ 6.36

$ 6.27

$ 5.97

$ 18.45

$ 17.12

Basic AFFO per share

$ 9.08

$ 9.24

$ 8.24

$ 27.22

$ 24.92

Diluted AFFO per share

$ 9.05

$ 9.22

$ 8.19

$ 27.12

$ 24.82

View original content to download multimedia:https://www.prnewswire.com/news-releases/equinix-reports-third-quarter-2024-results-302291961.html

SOURCE Equinix, Inc.

Technology

W. Edmund Clark, C.M. to Complete Service on Thomson Reuters’ Board of Directors at AGM

Published

54 minutes ago

December 23, 2024

TORONTO, Dec. 23, 2024 /PRNewswire/ — Thomson Reuters (TSX/NYSE: TRI), a global content and technology company, and The Woodbridge Company Limited (“Woodbridge“), Thomson Reuters’ principal shareholder, today announced that after 10 years as a director, W. Edmund Clark, C.M. would complete his service on the Thomson Reuters board (the “Board”) at Thomson Reuters’ upcoming annual meeting of shareholders to be held in 2025 (the “AGM”). Mr. Clark has served on the Board as a representative of Woodbridge since 2015 and has actively contributed to the Board and the organization including through chairing the Human Resources Committee and serving on the Corporate Governance Committee.

Woodbridge and Thomson Reuters are currently working to identify two suitable director candidates to serve as representatives of Woodbridge who are intended to be nominated for election to the Board at the AGM.

“Ed is a phenomenal director and individual who has made his mark on Thomson Reuters”, said Steve Hasker, President and CEO, Thomson Reuters. “With his passion for AI, talent and customer centricity, he has been instrumental to our growth and success and, on a personal note, he has been a trusted advisor and friend to me.”

Early Warning Disclosure

This press release is being issued by Woodbridge pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), which requires a report to be filed under Thomson Reuters’ profile on SEDAR+ (www.sedarplus.com) containing additional information respecting the foregoing matters. Thomson Reuters’ head office address is 19 Duncan St., Toronto, Ontario, M5H 3H1, Canada.

Woodbridge and Thomson Investments Limited (“TIL”), a holding company of Woodbridge, have filed on SEDAR+ an amended early warning report in compliance with NI 62-103 to disclose changes in certain material facts relating to their ownership of common shares of Thomson Reuters (“Common Shares”) as a result of Mr. Clark’s pending retirement.

TIL is the beneficial owner of 313,465,179 Common Shares, representing approximately 69.7% of the outstanding Common Shares. Of those Common Shares, Woodbridge is the beneficial owner of 300,508,139 Common Shares, representing approximately 66.8% of the outstanding Common Shares.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedarplus.com or contact The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada, Attention: Stephanie Rogoza (srogoza@woodbridge.com), 416.364.8700.

Thomson Reuters

Thomson Reuters (TSX/NYSE: TRI) (“TR”) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

About Woodbridge

The Woodbridge Company Limited is the primary investment vehicle for the Thomson family of Canada. It has a number of investments, including a majority stake in Thomson Reuters, listed on the Toronto and New York stock exchanges.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS

Certain statements in this news release, including, but not limited to, statements relating to Mr. Clark’s pending completion of service on the Board and Woodbridge’s and Thomson Reuters’ expectations regarding the identification of replacement director candidates, are forward-looking. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While Woodbridge and Thomson Reuters believe that they have a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-35 in the “Risk Factors” section of the company’s 2023 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC). Thomson Reuters annual and quarterly reports are also available in the “Investor Relations” section of tr.com.

Except as may be required by applicable law, Woodbridge and Thomson Reuters disclaim any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com

INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/w-edmund-clark-cm-to-complete-service-on-thomson-reuters-board-of-directors-at-agm-302338026.html

SOURCE Thomson Reuters

Technology

Advancements to Educate About Innovations in Optimized Shipping Software

Published

54 minutes ago

December 23, 2024

Discover how developments in digital shipping software technologies are providing businesses with freedom, flexibility, visibility, and control.

JUPITER, Fla., Dec. 23, 2024 /PRNewswire/ — Advancements with Ted Danson will focus on how recent breakthroughs in software are helping to optimize efficiency and get packages out the door faster and easier.

This segment will educate about the imperative role that shipping plays in business today. Audiences will learn how companies of all sizes often face unprecedented challenges and opportunities in today’s fast-paced and ever-evolving shipping landscape. Discover how factors like fluctuating shipping rates, seasonal fees, and delivery service changes, along with a business’s carrier mix, calls for more agile, adaptable, and forward-thinking strategies to help companies thrive in these shifting conditions.

Hear how shipping software is helping to reduce the complexity of shipping and mailing as Advancements educates about the secure SaaS Shipping 360 platform from Pitney Bowes. The show will share how its suite of applications works seamlessly together to provide complete visibility and control of shipping, mailing, and receiving operations, enabling enterprises to make the right decisions to reduce expenses and streamline operations.

“The priorities in shipping have shifted—predictability, visibility, and reliability are now as critical as speed. Businesses and consumers need to know that a package will get from point A to point B with clear oversight and control,” said Shemin Nurmohamed, President of Sending Technology Solutions at Pitney Bowes. “With our multi-carrier shipping technology, we provide the tools to eliminate disruptions, access multiple carriers seamlessly, and use data-driven insights to automate smarter shipping decisions, delivering peace of mind for senders and recipients alike.”

Viewers will see how from outbound and inbound shipping and mailing to receiving and distribution, the platform provides full control across the entire enterprise. With advanced analytics to make operations smarter than ever, discover how the intuitive dashboard provides a full view of shipping, mailing, tracking, and receiving, while the integrated platform offers improved security to provide businesses with confidence that they’re protecting information against cyberthreats.

“We look forward to sharing how the secure digital platform helps organizations take command of shipping and mailing ecosystems, providing top-down control, improving processes, and reducing costs across users and working locations,” said Richard Lubin, senior producer for the Advancements series.”

About Pitney Bowes:
Pitney Bowes (NYSE: PBI) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world – including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels. For the latest news, corporate announcements, and financial results, visit www.pitneybowes.com/us/newsroom. For more information, visit Pitney Bowes at www.pitneybowes.com.

About Advancements:
Advancements is an information-based educational television series that explores recent developments taking place across several industries and economies. With a focus on some of the major innovations responsible for global progress today, the award-winning series goes behind-the-scenes to discover and share how technology and innovation continue to drive the world forward.

Advancements shines a light on several important issues and topics, while featuring an array of cutting-edge improvements, state-of-the-art technologies, and groundbreaking environmental and sustainable solutions. Its team of writers, directors, and producers remain dedicated to consistently producing commercial-free, educational programming for viewers and networks.

For more information, please visit www.AdvancementsTV.com or call 866-496-4065.

Media Contact:
Advancements
Sarah McBrayer,
Creative Director
866-496-4065 x802
sarah@dmgproductions.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/advancements-to-educate-about-innovations-in-optimized-shipping-software-302337963.html

SOURCE Advancements

Technology

Payfare Enters into Definitive Agreement to be Acquired by Fiserv

Published

54 minutes ago

December 23, 2024

TORONTO, Dec. 23, 2024 /PRNewswire/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF), a leading international Earned Wage Access (“EWA”) company powering instant access to earnings and digital banking solutions for workforces, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1517452 B.C. Ltd. the “Purchaser”), an affiliate of Fiserv, Inc. (NYSE: FI) “Fiserv”) a leading global provider of payments and financial services technology, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company for CA$4.00 in cash per share (the “Purchase Price”), for total consideration of approximately CA$201.5 million.

The Purchase Price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (the “TSX”) of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date.

“Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer,” said Marco Margiotta, Payfare CEO, and Founding Partner. “This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter.”

“Payfare has built a reputation as an innovator in workforce payments for gig-economy companies,” said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. “Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv.”

Transaction Details

The Company’s board of directors (with conflicted directors abstaining) (the “Board”), after receiving the unanimous recommendation of a committee of independent directors (the “Special Committee”), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by shareholders, and, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of a majority of votes cast by shareholders, excluding certain directors and officers, at a special meeting of shareholders of the Company. In addition, the Transaction is subject to the receipt of court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature.

The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA$10 million termination fee to the Purchaser if the Transaction is terminated in certain circumstances. The Arrangement Agreement also provides for reimbursement of the expenses of the Purchaser in certain circumstances.

The Company intends to hold a special meeting of its shareholders (the “Shareholders’ Meeting”), where the Transaction will be considered and voted upon by shareholders of record.

The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.

Unanimous Board Approval

The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board’s determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:

Significant Premium – the Purchase Price represents a premium of approximately 90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date;

Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;

Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. (“Blair Franklin“), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;

Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee;

All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;

Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of British Columbia; and

Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders’ Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately 11.3% of the issued and outstanding shares of the Company.

Opinions

In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.

Filings and Proxy Materials

Further information regarding the Transaction, the Arrangement Agreement and the Shareholders’ Meeting, including a copy of Blair Franklin’s and KBW’s fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders’ Meeting will be available on SEDAR+ at www.sedarplus.ca.

Advisors

Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.

Conference Call

Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.

An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.

About Payfare (TSX:PAY, OTCQX: PYFRF)

Payfare is a leading, international Earned Wage Access (“EWA”) company powering instant access to earnings through an award-winning digital banking platform for today’s workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.

For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com

About Fiserv

Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Statements

Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which 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. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.

View original content:https://www.prnewswire.com/news-releases/payfare-enters-into-definitive-agreement-to-be-acquired-by-fiserv-302338076.html

SOURCE Payfare Inc.