Technology

GoDaddy Reports Third Quarter 2024 Financial Results

Published

2 months ago

October 30, 2024

Company builds on its track record of profitable growth, strong cash generation and share repurchases

TEMPE, Ariz., Oct. 30, 2024 /PRNewswire/ — GoDaddy Inc. (NYSE: GDDY) today reported financial results for the third quarter that ended September 30, 2024.

“GoDaddy delivered a solid third quarter, with continued progress on our key initiatives,” said GoDaddy CEO Aman Bhutani. “We are committed to empowering entrepreneurs worldwide with innovative solutions and look forward to sharing the enhanced capabilities of the GoDaddy Airo experience at our Investor Dinner in December.”

“Our third quarter results demonstrated continued progress delivering durable top-line growth, expanded profitability and strong cash generation,” said GoDaddy CFO Mark McCaffrey. “Our execution, combined with our strong balance sheet and disciplined capital allocation framework, powers our ability to create enduring value for our shareholders.”

Third Quarter 2024 Business and Financial Highlights

Total revenue of $1.15 billion, up 7% year-over-year on a reported and constant currency basis.Applications and Commerce (A&C) revenue grew 16%, year-over-year, to $423.1 million. Annualized recurring revenue (ARR) for A&C grew 15% year-over-year, to $1.6 billion.Core Platform (Core) revenue totaled $724.5 million, growing 3% year-over-year. Core ARR grew 4% year-over-year, to $2.4 billion.Total bookings of $1.2 billion, up 9% year-over-year on a reported and constant currency basis.Net income of $190.5 million, up 45% year-over-year, representing a 17% margin.Normalized EBITDA (NEBITDA) of $366.5 million, up 24% year-over-year, representing a 32% margin.Net cash provided by operating activities of $355.2 million, up 26% year-over-year.Free cash flow of $362.7 million, up 29% year-over-year.The company continued rolling out its innovative GoDaddy Airo™ AI-powered experience, now available in over 180 countries globally. Discovery and engagement continue to build positive momentum as we focus on optimizing monetization pathways.

Consolidated Third Quarter Financial Highlights

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

Change

Constant
Currency

2024

2023

Change

(in millions, except customers in thousands and ARPU in dollars)

Total Revenue

$ 1,147.6

$ 1,069.7

7.3 %

$ 3,380.6

$ 3,153.8

7.2 %

Applications and commerce revenue

$ 423.1

$ 363.3

16.5 %

$ 1,211.8

$ 1,053.0

15.1 %

Core platform revenue

$ 724.5

$ 706.4

2.6 %

$ 2,168.8

$ 2,100.8

3.2 %

International revenue

$ 369.4

$ 345.5

6.9 %

$ 1,079.4

$ 1,027.2

5.1 %

Net income(1)

$ 190.5

$ 131.0

45.4 %

$ 738.3

$ 261.5

182.3 %

Net income margin

16.6 %

12.2 %

21.8 %

8.3 %

Net cash provided by operating activities

$ 355.2

$ 281.6

26.1 %

$ 947.2

$ 749.9

26.3 %

Segment EBITDA – A&C

$ 194.6

$ 154.3

26.1 %

$ 533.1

$ 429.4

24.1 %

Segment EBITDA margin – A&C

46.0 %

42.5 %

350bps

44.0 %

40.8 %

320bps

Segment EBITDA – Core

$ 239.0

$ 208.6

14.6 %

$ 675.2

$ 588.6

14.7 %

Segment EBITDA margin – Core

33.0 %

29.5 %

350bps

31.1 %

28.0 %

310bps

Non-GAAP Results(2):

NEBITDA

$ 366.5

$ 296.0

23.8 %

$ 1,011.2

$ 810.3

24.8 %

NEBITDA Margin

31.9 %

27.7 %

420bps

29.9 %

25.7 %

420bps

Unlevered free cash flow

$ 399.4

$ 320.1

24.8 %

$ 1,126.7

$ 907.6

24.1 %

Free cash flow

$ 362.7

$ 280.2

29.4 %

$ 1,013.5

$ 779.3

30.1 %

Operating and Business Metrics:

Total bookings

$ 1,241.7

$ 1,138.9

9.0 %

9.4 %

$ 3,816.3

$ 3,479.2

9.7 %

Total customers at period end

20,725

21,025

(1.4) %

20,725

21,025

(1.4) %

Average revenue per user (ARPU)

$ 215

$ 200

7.5 %

$ 215

$ 200

7.5 %

Annualized recurring revenue (ARR)

$ 3,974.6

$ 3,675.1

8.1 %

$ 3,974.6

$ 3,675.1

8.1 %

_______________________________

(1) Net income for the three and nine months ended September 30, 2024 includes $0.4 million and $29.7 million, respectively, in restructuring and other charges. In addition, the nine months ended September 30, 2024 includes a non-routine, non-cash benefit to income taxes of $267.4 million related to the conversion of our Desert Newco, LLC subsidiary from a partnership to a disregarded entity for U.S. income tax purposes.

(2) Reconciliations of our non-GAAP results to their most directly comparable GAAP financial measures are set forth in “Reconciliation of Non-GAAP Financial Measures” below.

Share Repurchases

Year-to-date through October 28, 2024, GoDaddy repurchased 5.2 million shares of its common stock for an aggregate purchase price of $668.1 million, with an average price per share of $129.02. Cumulatively, these repurchases represent an approximate 23% reduction in fully diluted shares from those outstanding at the January 2022 inception of the current $4.0 billion buyback authorization.

Balance Sheet

As of September 30, 2024, total cash and cash equivalents were $767.1 million, total debt was $3.9 billion and net debt was $3.1 billion.

Business Outlook

For the full year ending December 31, 2024, GoDaddy raised its revenue expectations to a range of $4.545 billion to $4.565 billion, representing year-over-year growth of 7% at the midpoint. GoDaddy also raised its NEBITDA margin expectations to approximately 30%.

For the fourth quarter ending December 31, 2024, GoDaddy expects total revenue in the range of $1.165 billion to $1.185 billion, representing year-over-year growth of 7% at the midpoint, versus the same period in 2023. Within total revenue, GoDaddy expects fourth quarter and full year A&C revenue growth in the mid-teens and Core revenue growth in the low single digits.

For the fourth quarter ending December 31, 2024, GoDaddy expects NEBITDA margin to be approximately 31%.

For the full year ending December 31, 2024, GoDaddy raised its unlevered free cash flow target to at least $1.475 billion, representing growth of 18%, year-over-year, versus $1.254 billion of unlevered free cash flow generated in 2023. Additionally, GoDaddy raised its free cash flow target to at least $1.325 billion, representing growth of 22%, year-over-year, versus the $1.084 billion of free cash flow generated in 2023.

GoDaddy’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (GAAP). GoDaddy does not provide reconciliations from non-GAAP guidance to GAAP equivalents because projections of changes in individual balance sheet amounts are not possible without unreasonable effort and presentation of such reconciliations would imply an inappropriate degree of precision. GoDaddy’s reported results provide reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

Upcoming Investor Event

GoDaddy plans to demonstrate the expanded capabilities and features of its Airo experience, as well as share more on its innovation and execution, at its Investor Dinner in Tempe, Arizona on December 3, 2024. Please contact investors@godaddy.com for registration information. GoDaddy Airo is a proactive, intelligent AI-driven experience that helps our customers name, build and grow their small businesses, allowing them to go from idea to online in minutes.

Quarterly Earnings Webcast

GoDaddy will host a webcast to discuss third quarter 2024 results at 5:00 p.m. Eastern Time on October 30, 2024. To participate in the webcast, please preregister online at https://investors.godaddy.net/investor-relations/overview/default.aspx. The live webcast of the event, together with a slide presentation including supplemental financial information and reconciliations of certain non-GAAP measures to their nearest comparable GAAP measures, will be available through GoDaddy’s Investor Relations website at https://investors.godaddy.net. A transcript of pre-recorded remarks will be available on the Investor Relations website at the time of the webcast. Following the event, a recorded replay of the webcast will be available on the website.

GoDaddy uses its Investor Relations website at https://investors.godaddy.net as a means of disclosing material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, investors should monitor GoDaddy’s Investor Relations website, in addition to following press releases, Securities and Exchange Commission (SEC) filings, public conference calls and webcasts.

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. These statements are based on estimates and information available to us at the time of this press release and are not guarantees of future performance. Statements in this press release involve risks, uncertainties and assumptions. If the risks or uncertainties materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to any statements regarding: our business outlook; launches of new or expansion of existing products or services, including GoDaddy Airo, any projections of product or service availability, technology developments and innovation, customer growth, or other future events; historical results that may suggest future trends for our business; our plans, strategies or objectives with respect to future operations, partnerships and partner integrations and marketing strategy; future financial results; our ability to achieve desired synergies and vertical integration; the expected impacts of our restructuring efforts; our forecasted levels of future taxable income and ability to realize our deferred tax assets; and assumptions underlying any of the foregoing.

Actual results could differ materially from our current expectations as a result of many factors, including, but not limited to: the unpredictable nature of our rapidly evolving market; fluctuations in our financial and operating results; our rate of growth; interruptions or delays in our service or our web hosting; our dependence on payment card networks and acquiring processors; cyberattacks or breaches of our security measures; the impact of any previous or future acquisitions or divestitures; our ability to innovate and continue to release, and gain customer acceptance of, our existing and future products and services; our ability to deploy new and evolving technologies, such as artificial intelligence, machine learning, data analytics and similar tools, in our offerings; our ability to manage our growth; our ability to hire, retain and motivate employees; the effects of competition; technological, regulatory and legal developments; litigation and government inquiries; privacy, legislative and regulatory concerns or developments; impacts of our restructuring efforts; macroeconomic conditions and developments in the economy, financial markets and credit markets; continued escalation of geopolitical tensions; the level of interest rates and inflationary pressures; execution of share repurchases; and our ability to remediate the identified material weakness in our internal control over financial reporting and to maintain effective internal control over financial reporting.

Additional risks and uncertainties that could affect GoDaddy’s business and financial results are included in the filings we make with the SEC from time to time, including those described in “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which are available on GoDaddy’s website at https://investors.godaddy.net and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that GoDaddy makes with the SEC from time to time. All forward-looking statements in this press release are based on information available to GoDaddy as of the date hereof. Except to the extent required by law, GoDaddy does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Non-GAAP Financial Measures and Other Operating and Business Metrics

In addition to our financial results prepared in accordance with GAAP, this press release includes certain non-GAAP financial measures and other operating and business metrics. We believe that these non-GAAP financial measures and other operating and business metrics are useful as a supplement in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance. The non-GAAP financial measures included in this press release should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In addition, similarly titled measures may be calculated differently by other companies and may not be comparable. A reconciliation between each non-GAAP financial measure and its nearest GAAP equivalent is included in this press release following the financial statements. We use both GAAP and non-GAAP measures to evaluate and manage our operations.

Total bookings. Total bookings is an operating metric representing the total value of customer contracts entered into during the period, excluding refunds. We believe total bookings provides additional insight into the performance of our business and the effectiveness of our marketing efforts since we typically collect payment at the inception of a customer contract but recognize revenue ratably over the term of the contract.

Constant currency. Constant currency is calculated by translating bookings and revenue for each month in the current period using the foreign currency exchange rates for the corresponding month in the prior period, excluding any hedging gains or losses realized during the period. We believe constant currency information is useful in analyzing underlying trends in our business by eliminating the impact of fluctuations in foreign currency exchange rates and allows for period-to-period comparisons of our performance.

Normalized EBITDA (NEBITDA). NEBITDA is a supplemental measure of our operating performance used by management and investors to evaluate our business. We calculate NEBITDA as net income excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items. We believe that the inclusion or exclusion of certain recurring and non-recurring items provides a supplementary measure of our core operating results and permits useful alternative period-over-period comparisons of our operations. NEBITDA should not be viewed as a substitute for comparable GAAP measures.

NEBITDA margin. NEBITDA margin is used by management as a supplemental measure of our operating performance and refers to the ratio of NEBITDA to revenue, expressed as a percentage.

Unlevered free cash flow. Unlevered free cash flow is a measure of our liquidity used by management to evaluate our business prior to the impact of our capital structure and restructuring and after purchases of property and equipment. Such liquidity 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.

Free cash flow. Free cash flow is defined as our unlevered free cash flow less interest payments for the period. We use free cash flow as a supplemental measure of our liquidity, including our ability to generate cash flow in excess of capital requirements and return cash to shareholders, though it should not be considered as an alternative to, or more meaningful than, comparable GAAP measures.

Net debt. We define net debt as total debt less cash and cash equivalents and short-term investments. Total debt consists of the current portion of long-term debt plus long-term debt and unamortized original issue discount and debt issuance costs. Our management reviews net debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage and we believe such information is useful to investors. Furthermore, certain analysts and debt rating agencies monitor our net debt as part of their assessments of our business.

Annualized recurring revenue (ARR). ARR is an operating metric defined as annualized quarterly recurring GAAP revenue, net of refunds, from new and renewed subscription-based services. ARR is exclusive of any revenue that is non-recurring, including, without limitation, domain aftermarket, domain transfers, one-time set-up or migration fees and non-recurring professional website services fees. We believe ARR helps illustrate the scale of certain of our products and facilitates comparisons to other companies in our industry.

Average revenue per user (ARPU). We calculate ARPU as total revenue during the preceding 12 month period divided by the average of the number of total customers at the beginning and end of the period. ARPU provides insight into our ability to sell additional products to our customers.

Total customers. We define a customer as an individual or entity, each with a unique account and paid transactions in the trailing twelve months or with paid subscriptions as of the end of the period. Total customers is one way we measure the scale of our business and can be a contributing factor to our ability to increase our revenue base.

About GoDaddy

GoDaddy helps millions of entrepreneurs globally start and scale their businesses. People come to GoDaddy to name their idea, build a professional website, attract customers, sell their products and services, and accept payments online and in-person. GoDaddy’s easy-to-use tools help small business owners manage everything in one place and its expert guides are available to provide assistance 24/7. To learn more about the company, visit www.GoDaddy.com.

GoDaddy Inc.

Consolidated Statements of Operations (unaudited)

(In millions, except shares in thousands and per share amounts)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Revenue:

Applications and commerce

$ 423.1

$ 363.3

$ 1,211.8

$ 1,053.0

Core platform

724.5

706.4

2,168.8

2,100.8

Total revenue

1,147.6

1,069.7

3,380.6

3,153.8

Costs and operating expenses(1)

Cost of revenue (excluding depreciation and amortization)

407.4

396.9

1,230.2

1,171.4

Technology and development

205.1

201.6

613.9

635.8

Marketing and advertising

84.4

86.4

265.1

268.3

Customer care

68.9

75.7

218.6

230.2

General and administrative

94.8

91.6

282.1

278.4

Restructuring and other

0.4

9.8

29.7

79.6

Depreciation and amortization

32.8

40.6

103.1

132.6

Total costs and operating expenses

893.8

902.6

2,742.7

2,796.3

Operating income

253.8

167.1

637.9

357.5

Interest expense

(39.4)

(44.0)

(120.2)

(135.4)

Loss on debt extinguishment

—

(1.5)

(3.1)

(1.5)

Other income (expense), net

6.6

6.3

24.5

35.7

Income before income taxes

221.0

127.9

539.1

256.3

Benefit (provision) for income taxes

(30.5)

3.1

199.2

5.2

Net income

190.5

131.0

738.3

261.5

Less: net income attributable to non-controlling interests

—

0.3

—

0.6

Net income attributable to GoDaddy Inc.

$ 190.5

$ 130.7

$ 738.3

$ 260.9

Net income attributable to GoDaddy Inc. per share of Class A common stock:

Basic

$ 1.36

$ 0.90

$ 5.22

$ 1.73

Diluted

$ 1.32

$ 0.89

$ 5.09

$ 1.71

Weighted-average shares of Class A common stock outstanding:

Basic

140,523

145,484

141,437

150,614

Diluted

144,138

147,291

145,179

153,303

___________________________

(1) Costs and operating expenses include equity-based compensation expense as follows:

Cost of revenue

$ 0.3

$ 0.6

$ 1.1

Technology and development

38.6

42.2

115.4

123.2

Marketing and advertising

7.7

7.1

22.9

21.0

Customer care

4.9

6.1

16.4

18.0

General and administrative

22.9

20.5

66.3

62.0

Restructuring and other

—

0.8

2.3

Total equity-based compensation expense

$ 74.4

$ 76.2

$ 222.4

$ 227.6

GoDaddy Inc.

Consolidated Balance Sheets (unaudited)

(In millions, except per share amounts)

September 30,

December 31,

2024

2023

Assets

Current assets:

Cash and cash equivalents

$ 767.1

$ 458.8

Short-term investments

—

40.0

Accounts and other receivables

90.7

76.6

Registry deposits

42.3

37.3

Prepaid domain name registry fees

490.3

466.0

Prepaid expenses and other current assets

163.8

177.2

Total current assets

1,554.2

1,255.9

Property and equipment, net

155.8

185.3

Operating lease assets

56.4

60.8

Prepaid domain name registry fees, net of current portion

225.7

209.0

Goodwill

3,594.0

3,569.3

Intangible assets, net

1,091.2

1,158.6

Deferred tax assets

1,219.0

1,020.4

Other assets

100.9

105.6

Total assets

$ 7,997.2

$ 7,564.9

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 73.7

$ 148.1

Accrued expenses and other current liabilities

438.2

442.2

Deferred revenue

2,256.1

2,074.9

Long-term debt

16.5

17.9

Total current liabilities

2,784.5

2,683.1

Deferred revenue, net of current portion

881.3

802.4

Long-term debt, net of current portion

3,783.6

3,798.5

Operating lease liabilities, net of current portion

83.5

90.2

Other long-term liabilities

84.4

90.7

Deferred tax liabilities

23.2

37.8

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.001 par value

—

Class A common stock, $0.001 par value

0.1

Class B common stock, $0.001 par value

—

Additional paid-in capital

2,519.0

2,271.6

Accumulated deficit

(2,252.6)

(2,320.7)

Accumulated other comprehensive income

90.2

111.2

Total stockholders’ equity

356.7

62.2

Total liabilities and stockholders’ equity

$ 7,997.2

$ 7,564.9

GoDaddy Inc.

Consolidated Statements of Cash Flows (unaudited)

(In millions)

Nine Months Ended

September 30,

2024

2023

Operating activities

Net income

$ 738.3

$ 261.5

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

Depreciation and amortization

103.1

132.6

Equity-based compensation expense

222.4

227.6

(Gain) loss on derivative instruments

6.7

(9.2)

Deferred taxes

(213.7)

(19.4)

Loss on dispositions

1.9

16.8

Other

29.7

37.4

Changes in operating assets and liabilities, net of amounts acquired:

Prepaid domain name registry fees

(40.3)

(47.3)

Accounts payable

(73.9)

6.2

Accrued expenses and other current liabilities

(15.7)

45.2

Deferred revenue

262.3

173.4

Other operating assets and liabilities

(73.6)

(74.9)

Net cash provided by operating activities

947.2

749.9

Investing activities

Maturities of short-term investments

40.0

—

Purchases of intangible assets

—

(35.4)

Net proceeds received from dispositions

8.1

12.4

Purchases of property and equipment

(12.2)

(38.0)

Other investing activities

—

(0.4)

Net cash provided by (used in) investing activities

35.9

(61.4)

Financing activities

Proceeds received from:

Issuance of term loans

2,752.3

1,759.9

Stock option exercises

4.4

9.6

Issuance of Class A common stock under ESPP

19.5

18.2

Payments made for:

Repurchases of Class A common stock

(668.1)

(1,133.2)

Repayment of long-term debt

(2,768.4)

(1,780.0)

Other financing obligations

(15.6)

(7.8)

Net cash used in financing activities

(675.9)

(1,133.3)

Effect of exchange rate changes on cash and cash equivalents

1.1

—

Net increase (decrease) in cash and cash equivalents

308.3

(444.8)

Cash and cash equivalents, beginning of period

458.8

774.0

Cash and cash equivalents, end of period

$ 767.1

$ 329.2

Reconciliation of Non-GAAP Financial Measures

The following tables reconcile each non-GAAP financial measure to its most directly comparable GAAP financial measure:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

(in millions)

NEBITDA and NEBITDA Margin:

Net income

$ 190.5

$ 131.0

$ 738.3

$ 261.5

Depreciation and amortization

32.8

40.6

103.1

132.6

Equity-based compensation expense(1)

74.4

76.2

221.6

225.3

Interest expense, net

33.2

39.8

102.4

115.2

Acquisition-related expenses, net of reimbursements(2)

0.1

(1.4)

0.2

7.2

Restructuring and other(3)

5.0

12.9

44.8

73.7

Provision (benefit) for income taxes

30.5

(3.1)

(199.2)

(5.2)

NEBITDA

$ 366.5

$ 296.0

$ 1,011.2

$ 810.3

Net income margin

16.6 %

12.2 %

21.8 %

8.3 %

NEBITDA margin

31.9 %

27.7 %

29.9 %

25.7 %

_______________________________

(1)

The nine months ended September 30, 2024 and 2023 excludes $0.8 million and $2.3 million, respectively, of equity-based compensation expense associated with our restructuring activities, which is included within restructuring and other.

(2)

The three and nine months ended September 30, 2023 include an adjustment of $6.0 million to a previously-recognized acquisition milestone liability.

(3)

In addition to the restructuring and other in our statements of operations, other charges included are primarily composed of lease-related expenses associated with closed facilities, charges related to certain legal matters, adjustments to the fair value of our equity investments, expenses incurred in relation to the refinancing of our long-term debt, and incremental expenses associated with certain professional services.

September 30,
2024

(in millions)

Net Debt:

Current portion of long-term debt

$ 16.5

Long-term debt

3,783.6

Unamortized original issue discount and debt issuance costs

59.9

Total debt

3,860.0

Less: cash and cash equivalents

(767.1)

Less: Short-term investments

—

Net debt

$ 3,092.9

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

(in millions)

Free Cash Flow and Unlevered Free Cash Flow:

Net cash provided by operating activities

$ 355.2

$ 281.6

$ 947.2

$ 749.9

Capital expenditures

(5.0)

(9.4)

(12.2)

(38.0)

Cash paid for acquisition-related costs

0.1

0.8

16.1

10.4

Cash paid for restructuring and other charges(1)

12.4

7.2

62.4

57.0

Free cash flow

$ 362.7

$ 280.2

$ 1,013.5

$ 779.3

Cash paid for interest on long-term debt

36.7

39.9

113.2

128.3

Unlevered free cash flow

$ 399.4

$ 320.1

$ 1,126.7

$ 907.6

_______________________________

(1)

In addition to payments made pursuant to our restructuring activities, cash paid for restructuring and other charges includes lease-related payments associated with closed facilities, payments related to certain legal matters, incremental payments associated with professional services and third party payments incurred in relation to the refinancing of our long-term debt. For the nine months ended September 30, 2023, it also includes a payment related to the termination of a revenue sharing agreement.

Shares Outstanding

Total shares of common stock outstanding are as follows:

September 30,

2024

2023

(in thousands)

Shares Outstanding:

Class A common stock

140,349

141,989

Class B common stock(1)

—

307

Total common stock outstanding

140,349

142,296

Effect of dilutive securities(2)

3,615

1,500

Total shares outstanding

143,964

143,796

_______________________________

(1)

As of September 30, 2024, following a series of transactions undertaken to simplify our capital structure, there are no longer any Class B shares outstanding. Shares of Class B common stock were not participating securities and had no rights to share in our earnings.

(2)

Calculated using the treasury stock method, which excludes the impact of antidilutive securities.

Constant Currency

The following table provides a reconciliation of constant currency:

September 30,
2024

(in millions)

Constant Currency:

Revenue

$ 1,147.6

Constant currency adjustment

0.2

Constant currency revenue

$ 1,147.8

Bookings

$ 1,241.7

Constant currency adjustment

4.1

Constant currency bookings

$ 1,245.8

Source: GoDaddy Inc.

View original content to download multimedia:https://www.prnewswire.com/news-releases/godaddy-reports-third-quarter-2024-financial-results-302292022.html

SOURCE GoDaddy Inc.

Technology

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

Published

55 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

55 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

55 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.