Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39496 | |
Entity Registrant Name | Cyxtera Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3743013 | |
Entity Address, Address Line One | 2333 Ponce De Leon Boulevard Suite 900 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 305 | |
Local Phone Number | 537-9500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 165,978,740 | |
Entity Central Index Key | 0001794905 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | CYXT | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock | |
Trading Symbol | CYXTW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 74.5 | $ 120.7 |
Accounts receivable, net of allowance of $0.5 and $1.4, respectively | 26.2 | 33.5 |
Prepaid and other current assets | 38 | 41.9 |
Due from affiliates | 0 | 117.1 |
Total current assets | 138.7 | 313.2 |
Non current assets: | ||
Property and equipment, net | 1,496.4 | 1,580.7 |
Goodwill | 761.5 | 762.2 |
Intangible assets, net | 536.2 | 586.3 |
Other assets | 15.2 | 23.7 |
Total assets | 2,948 | 3,266.1 |
Current liabilities: | ||
Accounts payable | 48.1 | 48.9 |
Accrued expenses | 60.5 | 88.4 |
Due to affiliate | 0 | 22.7 |
Current portion of long-term debt, capital leases and other financing obligations | 49.9 | 65 |
Deferred revenue | 60.8 | 60.2 |
Other current liabilities | 9.1 | 6.8 |
Total current liabilities | 228.4 | 292 |
Non current liabilities: | ||
Long-term debt, net of current portion | 900.6 | 1,311.5 |
Capital leases and other financing obligations, net of current portion | 907.3 | 933.1 |
Deferred income taxes | 39.8 | 77.8 |
Warrant liabilities | 44.5 | 0 |
Other liabilities | 160.5 | 93.9 |
Total liabilities | 2,281.1 | 2,708.3 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity: | ||
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 165,978,740 and 115,745,455 shares issued and outstanding as of September 30, 2021 and December 31, 2020 , respectively | 0 | 0 |
Additional paid-in capital | 1,810.4 | 1,504.6 |
Accumulated other comprehensive income | 12.3 | 16.7 |
Accumulated deficit | (1,155.8) | (963.5) |
Total shareholders' equity | 666.9 | 557.8 |
Total liabilities and shareholders' equity | $ 2,948 | $ 3,266.1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Accounts receivable, allowance for credit loss, current | $ 0.5 | $ 1.4 |
Liabilities and shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 165,978,740 | 115,745,455 |
Common stock outstanding (in shares) | 165,978,740 | 115,745,455 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 177.1 | $ 172 | $ 525.3 | $ 517.7 |
Operating costs and expenses | ||||
Cost of revenues, excluding depreciation and amortization | 93.5 | 97.3 | 287.4 | 287.3 |
Selling, general and administrative expenses | 29.2 | 24.5 | 79.7 | 81.4 |
Depreciation and amortization | 59.4 | 57.5 | 180.6 | 172.4 |
Restructuring, impairment, site closures and related costs | 1.4 | 0 | 68.4 | 0 |
Transaction Bonus | 5.2 | 0 | 5.2 | 0 |
Impairment of notes receivable from affiliate | 0 | 9.4 | 0 | 18.2 |
Total operating costs and expenses | 188.7 | 188.7 | 621.3 | 559.3 |
Loss from operations | (11.6) | (16.7) | (96) | (41.6) |
Interest expense, net | (43.1) | (42.4) | (129.3) | (127.8) |
Other expenses, net | (0.4) | (1.4) | (1.2) | (2.1) |
Change in fair value of warrant liabilities | (2.7) | 0 | (2.7) | 0 |
Loss from operations before income taxes | (57.8) | (60.5) | (229.2) | (171.5) |
Income tax benefit | 11.1 | 14.6 | 36.9 | 22.7 |
Net loss | $ (46.7) | $ (45.9) | $ (192.3) | $ (148.8) |
Loss Per Share | ||||
Basic (in dollars per share) | $ (0.32) | $ (0.40) | $ (1.58) | $ (1.29) |
Diluted (in dollars per share) | $ (0.32) | $ (0.40) | $ (1.58) | $ (1.29) |
Weighted average number of shares outstanding | ||||
Basic (in share) | 147,754,776 | 115,745,455 | 121,868,742 | 115,745,455 |
Diluted (in share) | 147,754,776 | 115,745,455 | 121,868,742 | 115,745,455 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (46.7) | $ (45.9) | $ (192.3) | $ (148.8) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (6.1) | 9.7 | (4.4) | (5.1) |
Other comprehensive income (loss) | (6.1) | 9.7 | (4.4) | (5.1) |
Comprehensive loss | $ (52.8) | $ (36.2) | $ (196.7) | $ (153.9) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholder’s Equity - USD ($) $ in Millions | Total | Previously Reported | Retroactive application of recapitalization | Class A common stock | Class A common stockPreviously Reported | Class A common stockRetroactive application of recapitalization | Additional paid-in capital | Additional paid-in capitalPreviously Reported | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss)Previously Reported | Accumulated deficit | Accumulated deficitPreviously Reported |
Beginning balance (in shares) at Dec. 31, 2019 | 115,745,455 | 0.96 | 115,745,454 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 662.2 | $ 662.2 | $ 0 | $ 0 | $ 0 | $ 1,494.9 | $ 1,494.9 | $ 8 | $ 8 | $ (840.7) | $ (840.7) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 2.2 | 2.2 | ||||||||||
Net loss | (47.4) | (47.4) | ||||||||||
Other comprehensive gain (loss) | (17.4) | (17.4) | ||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 115,745,455 | |||||||||||
Ending balance at Mar. 31, 2020 | 599.6 | $ 0 | 1,497.1 | (9.4) | (888.1) | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 115,745,455 | 0.96 | 115,745,454 | |||||||||
Beginning balance at Dec. 31, 2019 | 662.2 | $ 662.2 | $ 0 | $ 0 | $ 0 | 1,494.9 | $ 1,494.9 | 8 | $ 8 | (840.7) | $ (840.7) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (148.8) | |||||||||||
Other comprehensive gain (loss) | (5.1) | |||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 115,745,455 | |||||||||||
Ending balance at Sep. 30, 2020 | 514.5 | $ 0 | 1,501.1 | 2.9 | (989.5) | |||||||
Beginning balance (in shares) at Mar. 31, 2020 | 115,745,455 | |||||||||||
Beginning balance at Mar. 31, 2020 | 599.6 | $ 0 | 1,497.1 | (9.4) | (888.1) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 2 | 2 | ||||||||||
Net loss | (55.5) | (55.5) | ||||||||||
Other comprehensive gain (loss) | 2.6 | 2.6 | ||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 115,745,455 | |||||||||||
Ending balance at Jun. 30, 2020 | 548.7 | $ 0 | 1,499.1 | (6.8) | (943.6) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 2 | 2 | ||||||||||
Net loss | (45.9) | (45.9) | ||||||||||
Other comprehensive gain (loss) | 9.7 | 9.7 | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 115,745,455 | |||||||||||
Ending balance at Sep. 30, 2020 | 514.5 | $ 0 | 1,501.1 | 2.9 | (989.5) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 115,745,455 | |||||||||||
Beginning balance at Dec. 31, 2020 | 557.8 | $ 0 | 1,504.6 | 16.7 | (963.5) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 1.9 | 1.9 | ||||||||||
Capital redemption (in shares) | (9,645,455) | |||||||||||
Capital redemption | (97.9) | (97.9) | ||||||||||
Net loss | (52.6) | (52.6) | ||||||||||
Other comprehensive gain (loss) | 0.2 | 0.2 | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 106,100,000 | |||||||||||
Ending balance at Mar. 31, 2021 | 409.4 | $ 0 | 1,408.6 | 16.9 | (1,016.1) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 115,745,455 | |||||||||||
Beginning balance at Dec. 31, 2020 | 557.8 | $ 0 | 1,504.6 | 16.7 | (963.5) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (192.3) | |||||||||||
Other comprehensive gain (loss) | $ (4.4) | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 115,745,455 | 165,978,740 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 666.9 | $ 0 | 1,810.4 | 12.3 | (1,155.8) | |||||||
Beginning balance (in shares) at Mar. 31, 2021 | 106,100,000 | |||||||||||
Beginning balance at Mar. 31, 2021 | 409.4 | $ 0 | 1,408.6 | 16.9 | (1,016.1) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 1.7 | 1.7 | ||||||||||
Net loss | (93) | (93) | ||||||||||
Other comprehensive gain (loss) | 1.5 | 1.5 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 106,100,000 | |||||||||||
Ending balance at Jun. 30, 2021 | 319.6 | $ 0 | 1,410.3 | 18.4 | (1,109.1) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 1.8 | 1.8 | ||||||||||
Reverse recapitalization, net of transaction costs (in shares) | 59,878,740 | |||||||||||
Reverse recapitalization, net of transaction costs | 393.1 | 393.1 | ||||||||||
Capital contribution | 5.2 | 5.2 | ||||||||||
Net loss | (46.7) | (46.7) | ||||||||||
Other comprehensive gain (loss) | $ (6.1) | (6.1) | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 115,745,455 | 165,978,740 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 666.9 | $ 0 | $ 1,810.4 | $ 12.3 | $ (1,155.8) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (192.3) | $ (148.8) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 180.6 | 172.4 |
Lease termination costs | 2 | 0 |
Amortization of favorable/unfavorable leasehold interests, net | 2.9 | 2.4 |
Loss on extinguishment of debt and amortization of debt issuance costs and fees, net | 9.1 | 4.4 |
Impairment of notes receivable from affiliate (Note 18) | 0 | 18.2 |
Equity-based compensation | 5.4 | 5.7 |
Provision for (reversal of) doubtful accounts | (1.1) | (4) |
Deferred income taxes | (37.1) | (23.9) |
Change of fair value of warrant liabilities | 2.7 | 0 |
Non-cash interest expense, net | 7.1 | 9.8 |
Changes in operating assets and liabilities, excluding impact of acquisitions and dispositions: | ||
Accounts receivable | 8.3 | 21.1 |
Prepaid and other current assets | 3.1 | 12.8 |
Other assets | 8.1 | 3.7 |
Accounts payable | (10.5) | 3 |
Accrued expenses | (27.7) | (6.2) |
Due to affiliates | (22.8) | 0 |
Other liabilities | 63 | 14.8 |
Net cash provided by operating activities | 0.8 | 85.4 |
Cash flows from investing activities: | ||
Purchases from property and equipment | (44.1) | (58.5) |
Amounts received from (advanced to) affiliate (Note 18) | 117.1 | (14.9) |
Net cash provided by (used in) investing activities | 73 | (73.4) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt and other financing obligations | 40 | 91.7 |
Proceeds from recapitalization, net of issuance costs | 436 | 0 |
Repayment of long-term debt | (459.4) | (8) |
Repayment of capital leases and other financing obligations | (49.1) | (26.3) |
Capital redemption | (97.9) | 0 |
Capital contribution | 5.2 | 0 |
Net cash (used in) provided by financing activities | (125.2) | 57.4 |
Effect of foreign currency exchange rates on cash | 5.2 | (2.9) |
Net (decrease) increase in cash | (46.2) | 66.5 |
Cash at beginning of period | 120.7 | 12.9 |
Cash at end of period | 74.5 | 79.4 |
Supplemental cash flow information: | ||
Cash paid for income taxes, net | 4.3 | 1.6 |
Cash paid for interest | 67.6 | 43.4 |
Non-cash purchases of property and equipment | $ 19.4 | $ 42.4 |
Organization and description of
Organization and description of the business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of the business | Organization and description of the business Cyxtera Technologies, Inc. ("Cyxtera") is a global data center leader in retail colocation and interconnection services. Cyxtera's data center platform consists of 61 highly interconnected data centers across 28 markets on three continents. Cyxtera provides an innovative suite of deeply connected and intelligently automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world. Cyxtera was incorporated in Delaware as Starboard Value Acquisition Corp. (“SVAC”) on November 14, 2019. On July 29, 2021 (the “Closing Date”), SVAC consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 21, 2021 (the “Merger Agreement”), by and among SVAC, Cyxtera Technologies, Inc., a Delaware corporation (“Legacy Cyxtera”), Mundo Merger Sub 1, Inc., a Delaware Corporation and wholly-owned subsidiary of SVAC ("Merger Sub 1"), Mundo Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of SVAC ("Merger Sub 2" and, together with Mundo Merger Sub 1, the "Merger Subs"), and Mundo Holdings, Inc. ("NewCo"), a Delaware corporation and wholly-owned subsidiary of SIS Holding LP, a Delaware limited partnership ("SIS"). Pursuant to the Merger Agreement, Legacy Cyxtera was contributed to Newco and then converted into a limited liability company and, thereafter, Merger Sub 1 was merged with and into NewCo, with NewCo surviving such merger as a wholly-owned subsidiary of SVAC and immediately following such merger and as part of the same overall transaction NewCo was merged with and into Merger Sub 2, with Merger Sub 2 surviving such merger as a wholly owned subsidiary of SVAC (the “Business Combination” and, collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, and in connection with the closing of the Business Combination, SVAC changed its name to Cyxtera Technologies, Inc. Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” the “Company” and “Cyxtera” refer to the consolidated operations of Cyxtera Technologies, Inc. and its subsidiaries. References to “SVAC” refer to Starboard Value Acquisition Corp. prior to the consummation of the Business Combination and references to “Legacy Cyxtera” refer to Cyxtera Technologies, Inc. prior to the consummation of the Business Combination. Legacy Cyxtera was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) Topic 805. This determination was primarily based on Legacy Cyxtera’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Cyxtera having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Cyxtera’s existing management comprising the senior management of the combined company, Legacy Cyxtera's operations comprising the ongoing operations of the combined company, Legacy Cyxtera being the larger entity based on historical revenues and business operations and the combined company assuming Legacy Cyxtera’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Cyxtera issuing stock for the net assets of SVAC, accompanied by a recapitalization. The net assets of SVAC are stated at historical cost, with no goodwill or other intangible assets recorded. While SVAC was the legal acquirer in the Business Combination, because Legacy Cyxtera was deemed the accounting acquirer, the historical financial statements of Legacy Cyxtera became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect: (i) the historical operating results of Legacy Cyxtera prior to the Business Combination; (ii) the consolidated results of SVAC and Legacy Cyxtera following the close of the Business Combination; (iii) the assets and liabilities of Legacy Cyxtera at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Class A common stock, $0.0001 par value per share, issued to Legacy Cyxtera’s shareholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Cyxtera common stock prior to the Business Combination have been retroactively restated as shares reflecting the |
Basis of presentation and signi
Basis of presentation and significant accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and significant accounting policies | Basis of presentation and significant accounting policies a) Basis of presentation and use of estimates The accompanying condensed consolidated financial statements have been prepared by Cyxtera and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. The condensed consolidated balance sheet data as of December 31, 2020 has been derived from audited consolidated financial statements as of that date. The condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC") but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For further information, refer to the Company's consolidated financial statements as of and for the year ended December 31, 2020 included in the Final Prospectus Supplement, pursuant to Rule 424(b)(3), dated September 7, 2021, to the Registration Statement on Form S-1 (Registration No. 333-258948) filed by the Company on August 20, 2021 (the "Registration Statement on Form S-1"). Results for the interim periods are not necessarily indicative of the results for the entire fiscal year. b) Risks and uncertainties due to COVID-19 pandemic Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our estimates and assumptions. We have assessed the impact and are not aware of any specific events or circumstances that require an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. c) Update to significant accounting policies The Company's significant accounting policies are detailed in Note 2 - Summary of Significant Accounting Policies of the Company’s consolidated financial statements as of and for the year ended December 31, 2020 included within the Registration Statement on Form S-1. Significant updates to our accounting policies as a result of assuming the warrant liabilities through the Business Combination (Note 3), and the adoption and issuance of the 2021 Omnibus Incentive Plan (the "2021 Plan") (Note 14) during the three and nine months ended September 30, 2021 are discussed below. Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board ("FASB") ASC Topic 480, Distinguishing Liabilities from Equity (" ASC Topic 480") , and FASB ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants (the "Public Warrants") and private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Public and Private Placement Warrants”) issued in connection with SVAC's initial public offering ("IPO") and reallocated upon the consummation of the Business Combination were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination. Stock-based compensation The Company maintains the 2021 Plan, an equity incentive plan under which the Company may grant equity incentive awards, including non-qualified stock options and restrictive stock units, to employees, officers, directors, and consultants. The Company records stock-based compensation expense based on the fair value of stock awards at the grant date and recognizes the expense over the vesting period on a straight-line basis. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes-Merton option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and our historical experience. Our assumption used to calculate the volatility of the stock options is based on public peer companies. Compensation expense is recognized over the requisite service period for each separately vesting portion of the award, and only for those awards expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. d) Recent accounting pronouncements The Company is as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, such that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of the extended transition periods and, as a result, the Company will not be required to adopt new or revised accounting standards on the adoption dates required for other public companies so long as the Company remains an emerging growth company. In December 2019, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform , which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)- Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The amendment is effective for the Company commencing in 2022 with early adoption permitted, and the Company expects to adopt the new standard on the effective date or the date it no longer qualifies as an emerging growth company, whichever is earlier. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which amends ASC Topic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. In discussing the topic of cloud computing accounting, ASU 2018-15 aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. When prospective transition is chosen, entities must apply the transition requirements to any eligible costs incurred after adoption. The ASU is effective for annual periods commencing in 2021 and will be adopted in the Company’s December 31, 2021 consolidated financial statements. Adoption for interim periods is required in 2022. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments , which requires companies to measure and recognize lifetime expected credit losses for certain financial instruments, including trade accounts receivable. Expected credit losses are estimated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This amendment is effective commencing in 2023 with early adoption permitted, and the Company expects to adopt the new standard on the effective date or the date it no longer qualifies as an emerging growth company, whichever is earlier. Entities are permitted to use a modified retrospective approach. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Loss per common share
Loss per common share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss per common share | Loss per common shareBasic loss per share is computed by dividing net loss (the numerator) by the weighted-average number of shares of Class A common stock outstanding (the denominator) for the period. Diluted loss per share assumes that any dilutive equity instruments were exercised with outstanding Class A common stock adjusted accordingly when the conversion of such instruments would be dilutive. For the three and nine months ended September 30, 2021 and 2020, the Company's diluted loss per share calculation was equivalent to the basic loss per share calculation. The calculation of the loss per share of common stock does not consider the effect of 20,197,323 P ublic Warrants and Private Placement Warrants, 849,233 |
Restructuring, impairment, site
Restructuring, impairment, site closures and related costs | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, impairment, site closures and related costs | Restructuring, impairment, site closures and related costs Addison site In January 2021, the Company notified the landlord of the Addison office space in Texas of its intent to sublease the property for the remaining 10 years. The Company ceased use and leased the space during the three months ended March 31, 2021. In connection with this decision, the Company incurred $7.9 million of expenses, including $5.9 million of accrued lease termination costs and $2.0 million of asset disposals. Moses Lake site In February 2021, the Company notified the landlord of the Moses Lake data center facility in the State of Washington of its intent to cease the use of the space. Accordingly, the Company accelerated depreciation and amortization of all assets on the site, including favorable leasehold interest amortization, which resulted in no additional depreciation and amortization during the three months ended September 30, 2021 and $1.8 million during the nine months ended September 30, 2021, and no additional favorable leasehold interest amortization and $0.6 million additional favorable leasehold interest amortization, recorded in cost of revenues, during the three and nine months ended September 30, 2021, respectively. The Company ceased use of the property in June 2021 at which time it met the conditions for recording a charge related to the remaining lease obligation of $58.5 million. There is no sublease in place on this property. Furthermore, management believes the ability to sublease the property is remote and as such has not made any assumption for the future cash flows from a potential sublease in making this estimate. As of September 30, 2021, the restructuring liability reserve is entirely related to lease termination costs and is included in other liabilities in the condensed consolidated balance sheet. The activity in the restructuring liability reserve for the nine months ended September 30, 2021 was as follows (in millions): Nine Months Ended September 30, 2021 Beginning balance $ — Lease termination costs 64.4 Reclassification of deferred rent credits 3.4 Accretion 2.0 Payments (6.1) Ending balance $ 63.7 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The Company disaggregates revenue from contracts with customers into recurring revenue and non-recurring revenues. Cyxtera derives the majority of its revenues from recurring revenue streams, consisting primarily of colocation service fees. These fees are generally billed monthly and recognized ratably over the term of the contract. The Company’s non-recurring revenues are primarily comprised of installation services related to a customer's initial deployment and professional services the Company performs. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installation services are deferred and recognized ratably over the period of the contract term in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606) as discussed in Note 2 to the Company’s consolidated financial statements as of and for the year ended December 31, 2020 included within the Registration Statement on Form S-1. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Recurring revenue $ 169.3 $ 163.5 $ 501.2 $ 493.5 Non-recurring revenues 7.8 8.5 24.1 24.2 Total $ 177.1 $ 172.0 $ 525.3 $ 517.7 Contract balances The following table summarizes the opening and closing balances of the Company's receivables; contract asset, current; contract asset, non-current; deferred revenue, current; and deferred revenue, non-current (in millions): Receivables Contract asset, current Contract asset, non-current Deferred revenue, current Deferred revenue, non-current Closing balances as of December 31, 2019 $ 65.2 $ 32.5 $ 23.8 $ 14.6 $ 9.6 Net increase (decrease) during the three months ended March 31, 2020 16.7 (1.7) (3.3) (0.8) — Closing balances as of as of March 31, 2020 81.9 30.8 20.5 13.8 9.6 Net (decrease) increase during the three months ended June 30, 2020 (29.1) (2.1) (2.8) (1.1) 0.2 Closing balances as of as of June 30, 2020 52.8 28.7 17.7 12.7 9.8 Net (decrease) increase during the three months ended September 30, 2020 (4.6) (2.8) (1.1) 2.1 8.5 Closing balances as of September 30, 2020 $ 48.2 $ 25.9 $ 16.6 $ 14.8 $ 18.3 Closing balances as of December 31, 2020 33.5 23.8 16.8 15.6 18.1 Net (decrease) increase during the three months ended March 31, 2021 (20.9) (1.8) (2.7) (0.5) (2.0) Closing balances as of as of March 31, 2021 12.6 22.0 14.1 15.1 16.1 Net increase (decrease) during the three months ended June 30, 2021 3.7 (2.4) (1.5) (0.4) (0.8) Closing balances as of as of June 30, 2021 16.3 19.6 12.6 14.7 15.3 Net increase (decrease) during the three months ended September 30, 2021 9.9 (1.3) (1.7) 0.4 1.4 Closing balances as of September 30, 2021 $ 26.2 $ 18.3 $ 10.9 $ 15.1 $ 16.7 The difference between the opening and closing balances of the Company's contract assets and deferred revenues primarily results from the timing difference between the Company's performance obligation and the customer's payment. The amounts of revenue recognized during the nine months ended September 30, 2021 and 2020 from the opening deferred revenue balance was $12.1 million and $11.4 million, respectively. During the nine months ended September 30, 2021 and 2020, no impairment loss related to contract balances was recognized in the condensed consolidated statements of operations. In addition to the contract liability amounts shown above, deferred revenue on the condensed consolidated balance sheets includes $45.7 million and $44.6 million of advanced billings as of September 30, 2021 and December 31, 2020, respectively. Contract costs The ending balance of net capitalized contract costs as of September 30, 2021 and December 31, 2020 was $29.2 million and $40.6 million, respectively, $18.3 million and $23.8 million of which were included in prepaid and other current assets in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively, and $10.9 million and $16.8 million of which were included in other assets in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. For the nine months ended September 30, 2021 and 2020, $20.6 million and $25.8 million, respectively, of contract costs were amortized, $12.1 million and $17.8 million of which were included in cost of revenues, excluding depreciation and amortization in the condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020, respectively, and $8.5 million and $8.0 million of which were included in selling, general and administrative expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020. Remaining performance obligations Under colocation contracts, Cyxtera's performance obligations are to provide customers with space and power through fixed duration agreements, which are typically over three years. Under these arrangements, the Company bills customer on a monthly basis. Under interconnection agreements, Cyxtera's performance obligations are to provide customers the ability to establish connections to their network service providers and business partners. Interconnection services are typically offered on month-to-month contract terms and generate recurring revenue. Cyxtera's remaining performance obligations under its colocation agreements represent contracted revenue that has not been recognized, which includes deferred revenue and amounts that will be invoiced and recognized in future periods. The remaining performance obligations do not include estimates of variable consideration related to unsatisfied performance obligations, such as the usage of metered power, or any contracts that could be terminated without significant penalties such as the majority of interconnection revenues. The aggregate amount allocated to performance obligations that were unsatisfied or partially satisfied as of September 30, 2021 was $830.9 million, of which 46%, 27%, and 27% is expected to be recognized over the next year, the next one to two years, and thereafter, respectively. The aggregate amount allocated to performance obligations that were unsatisfied as of December 31, 2020 was $869.3 million, of which 49%, 27%, and 24% is expected to be recognized over the next year, the next one to two years, and thereafter, respectively. While initial contract terms vary in length, substantially all contracts automatically renew in one-year increments. Included in the performance obligations is either 1) remaining performance obligations under the initial contract terms or 2) remaining performance obligations related to contracts in the renewal period once the initial terms have lapsed. |
Balance Sheet components
Balance Sheet components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet components | Balance Sheet components Allowance for doubtful accounts The activity in the allowance for doubtful accounts during the nine months ended September 30, 2021 and 2020 was as follows (in millions): September 30, 2021 December 31, 2020 Beginning balance $ 1.4 $ 13.5 Recoveries (Write-offs) 0.2 (6.5) Reversal of allowance (1.1) (5.5) Impact of foreign currency translation — (0.1) Ending balance $ 0.5 $ 1.4 Factored receivables On February 9, 2021, a subsidiary of Cyxtera entered into a Master Receivables Purchase Agreement with Nomura Corporate Funding America, LLC (the “Factor”) to factor up to $37.5 million in open trade receivables at any point during the term of the commitment, which extends for a period of twelve months. Pursuant to the terms of the arrangement, a subsidiary of the Company, shall, from time to time, sell to the Factor certain of its accounts receivable balances on a non-recourse basis for credit approved accounts. The agreement allows for up to 85% of the face amount of an invoice to be factored. The unused balance fee under the arrangement is 2%. During the nine months ended September 30, 2021, the Company's subsidiary factored $91.5 million receivables and received $90.1 million, net of fees of $1.4 million. Cash collected under this arrangement is reflected within the change in accounts receivables in the condensed consolidated statement of cash flows. Prepaid and other current assets Prepaid and other current assets consist of the following as of September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 Contract asset, current $ 18.3 $ 23.8 Prepaid expenses 19.1 14.6 Value added tax ("VAT") receivable — 0.9 Other current assets 0.6 2.6 Total prepaid and other current assets $ 38.0 $ 41.9 |
Goodwill and intangible assets
Goodwill and intangible assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill was $761.5 million and $762.2 million as of September 30, 2021 and December 31, 2020, respectively. The change in goodwill during the nine months ended September 30, 2021 and 2020 was due to foreign currency translation. The Company has not recorded any goodwill impairment related to the colocation business since inception. In addition, the Company has indefinite-lived intangible assets of $0.5 million as of September 30, 2021 and December 31, 2020. Summarized below are the carrying values for the major classes of amortizing intangible assets as of September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 768.0 $ (266.4) $ 501.6 $ 768.0 $ (221.1) $ 546.9 Favorable leasehold interests 57.6 (23.5) 34.1 59.3 (20.4) 38.9 Developed technology 0.3 (0.3) — 0.3 (0.3) — Total intangibles $ 825.9 $ (290.2) $ 535.7 $ 827.6 $ (241.8) $ 585.8 The main changes in the carrying amount of each major class of amortizing intangible assets during the three and nine months ended September 30, 2021and 2020 was amortization and, to a lesser extent, the impact of foreign currency translation. Amortization expense on intangible assets, excluding the impact of unfavorable leasehold interest amortization, amounted to $11.8 million, $45.2 million, $12.4 million and $45.3 million, respectively, for the three and nine months ended September 30, 2021 and 2020. Amortization expense for all intangible assets, except favorable leasehold interests, was recorded within depreciation and amortization expense in the condensed consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the Company had $16.8 million and $18.5 million, respectively, of unfavorable leasehold interests included within other liabilities in the accompanying condensed consolidated balance sheets. Favorable leasehold amortization of $1.3 million, $4.6 million, $1.4 million and $4.1 million, and unfavorable leasehold amortization of $0.6 million, $1.7 million, $0.6 million and $1.7 million, respectively, was recorded within cost of revenues, excluding depreciation and amortization in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively. The Company estimates annual amortization expense for existing intangible assets subject to amortization is as follows (in millions): For the years ending December 31: Remaining 2021 $ 16.8 2022 65.7 2023 65.7 2024 65.7 2025 65.0 Thereafter 256.8 Total amortization expense $ 535.7 Impairment tests |
Business combination
Business combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combination | Business combination July 29, 2021 Acquisition of Legacy Cyxtera On July 29, 2021, Legacy Cyxtera consummated the Business Combination with SVAC, with Legacy Cyxtera deemed the accounting acquirer. The Business Combination was accounted for as a reverse recapitalization with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Cyxtera issuing stock for net assets of SVAC, accompanied by a recapitalization. As stated in Note 1, in connection with the closing of the Business Combination, SVAC was renamed Cyxtera Technologies, Inc. Of the 40,423,453 shares of SVAC’s Class A common stock issued in its IPO (“Public Shares”) in September 2020, holders of 26,176,891 shares of SVAC's Class A common stock properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from SVAC's IPO, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share or $261.8 million in the aggregate. As a result, 14,246,562 shares of Class A common stock remained outstanding leaving $142.5 million in the trust account. As a result of the Business Combination, 106,100,000 shares of Class A common stock were issued to SIS, the sole stockholder of Cyxtera prior to the Business Combination, and 25,000,000 shares of Class A common stock were issued to certain qualified institutional buyers and accredited investors, at a price of $10.00 per share, for aggregate consideration of $250 million, for the purpose of raising additional capital for use by the combined company following the closing of the Business Combination and satisfying one of the conditions to the closing (the "PIPE Investment"). Additionally, as a result of the Business Combination, 10,526,315 shares of Class A common stock were issued to certain clients of Starboard Value LP (the "Forward Purchasers") for $100 million and 10,105,863 shares of SVAC Class B common stock held by SVAC Sponsor LLC, a Delaware limited liability company (the "Sponsor"), automatically converted to 10,105,863 shares of Class A common stock. In connection with SVAC’s IPO, the Forward Purchasers and SVAC had entered into an Optional Share Purchase Agreement, dated September 9, 2020 (the “Optional Share Purchase Agreement”), pursuant to which the Forward Purchasers were granted the option, anytime or from time to time for the six-month period following the closing of the Company’s initial business combination, to purchase common equity of the surviving entity in the initial business combination (the “Optional Shares”) at a price per Optional Share of $10.00 , subject to adjustments. In connection with the Merger Agreement, Legacy Cyxtera and the Forward Purchasers entered into a letter agreement pursuant to which the Forward Purchasers agreed not to purchase Optional Shares for an aggregate amount exceeding $75 million . On July 29, 2021, immediately prior to the consummation of the Transactions, Legacy Cyxtera entered into a second letter agreement (the “Optional Purchase Letter Agreement”) with the Forward Purchasers pursuant to which the parties agreed to amend the Optional Share Purchase Agreement to limit the number of Optional Shares available for purchase by the Forward Purchasers in the six-month period following the Transactions from $75.0 million to $37.5 million. Additionally, pursuant to an assignment agreement entered into concurrently with the Optional Purchase Letter Agreement (the “Assignment Agreement”), the Forward Purchasers agreed to assign an option to purchase $37.5 million of Optional Shares under the Optional Share Purchase Agreement to SIS. As a result of the Optional Purchase Letter Agreement and the Assignment Agreement, each of SIS and the Forward Purchasers will be able to purchase, at a price of $10.00 per share, up to 3.75 million shares of Class A common stock (for a combined maximum amount of $75.0 million or 7.5 million shares) during the six-month period following the closing date of the Transactions. The exercise price of $10.00 per share is subject to adjustment in proportion to any stock dividends, stock splits, reverse stock splits or similar transactions. If the optional share purchase holder exercises the option, then the Company would be obligated to issue shares of Class A common stock in exchange for cash (the option would be settled on a gross basis). The accounting guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC Subtopic 815-40”), states that contracts should be classified as equity instruments (and not as an asset or liability) if they are both (1) indexed to the issuer’s own stock and (2) classified in stockholders’ equity in the issuer’s statement of financial position. The optional share purchase options are indexed to the Company's Class A common stock because the options are considered a fixed-for-fixed option on equity shares, pursuant to which the option holder will receive a fixed number of Class A common stock for a fixed conversion price of $10.00 per share. The Optional Share Purchase Agreement contains no contingent exercise or settlement provisions, which would preclude equity classification. After giving effect to the Transactions, the redemption of the Public Shares as described above, the issuance of shares as part of the forward purchase and the consummation of the PIPE Investment, on July 29, 2021 and September 30, 2021, there were currently 165,978,740 shares of Class A common stock issued and outstanding. The Class A common stock and Public Warrants commenced trading on the Nasdaq Stock Market on July 30, 2021. As noted above, an aggregate of $261.8 million was paid from SVAC's trust account to holders that properly exercised their right to have Public Shares redeemed, and the remaining balance immediately prior to the closing remained in the trust account. After taking into account the funds of $142.5 million in the trust account and $1.4 million from SVAC's cash operating accounts after redemptions, the $250 million in gross proceeds from the PIPE Investment and the $100 million in gross proceeds from forward purchase, the Company received approximately $493.9 million in total cash from the Business Combination, before direct and incremental transaction costs of approximately $57.9 million and debt repayment of $433 million, plus accrued interest. The $433 million debt repayment includes the full repayment of Legacy Cyxtera's 2017 Second Lien Term Facility of $310 million and pay down of Legacy Cyxtera's Revolving Facility and 2021 Revolving Facility (each as defined in Note 11) of $123 million, plus accrued interest. Prior to the Business Combination, Legacy Cyxtera and SVAC filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, which qualified as a reverse recapitalization, SVAC (now known as Cyxtera Technologies, Inc.) became the parent of the consolidated filing group, with Legacy Cyxtera (now known as Cyxtera Technologies, LLC) as a subsidiary. The following table reconciles the elements of the Business Combination, certain elements of which the accounting is preliminary, to the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in shareholders' equity for the period ended September 30, 2021: Recapitalization SVAC's trust and cash, net of redemptions $ 143.9 Cash- PIPE Investment 250.0 Cash- Forward Purchase 100.0 Less: transaction costs and advisory fees, net of tax benefit (57.9) Net proceeds from reverse recapitalization 436.0 Plus: non-cash net liabilities assumed (1) (41.8) Less: accrued transaction costs and advisory fees (1.1) Net contributions from reverse recapitalization $ 393.1 (1)Represents $41.8 million of non-cash Public and Private Placement warrant liabilities assumed. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The fair value of cash, accounts receivable, accounts payable, accrued expenses, deferred revenue and other current liabilities approximate their carrying value because of the short-term nature of these instruments. Refer to Note 12 for the fair value measurement disclosures related to the warrant liabilities. The carrying values and fair values of other financial instruments are as follows as September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value 2017 First Lien Term Facility $ 771.3 $ 780.0 $ 786.6 $ 730.6 2019 First Lien Term Facility 97.8 98.0 98.5 93.0 2017 Second Lien Term Facility — — 310.0 241.8 Revolving Facility 2.7 2.7 142.6 142.6 2021 Revolving Facility 37.3 37.3 — — |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Capital lease obligations and sale-leaseback financings The Company leases certain facilities and equipment under capital lease arrangements that expire at various dates ranging from 2022 to 2054. The Company also enters sale-leaseback financings, primarily relating to equipment. Amortization of assets under capital leases is included in depreciation and amortization expense in the Company’s condensed consolidated statements of operations. Payments on capital leases and sale-leaseback financings are included in repayments of capital leases and sale-leaseback financings in the Company’s condensed consolidated statements of cash flows. The weighted-average interest rate on the Company’s sale-leaseback financings is 8.1% as of September 30, 2021. The lease terms of the Company’s sale-leaseback financings range from 24 to 36 months. During the nine months ended September 30, 2021, the Company had additions to assets and liabilities recorded as sale-lease financings of $2.9 million (there were no such additions during the same period in 2020). The future minimum lease payments under capital lease arrangements and sale-leaseback financings as of September 30, 2021 are as follows (in millions): For the years ending December 31: Remaining 2021 $ 31.2 2022 132.9 2023 124.4 2024 114.5 2025 116.6 Thereafter 2,281.7 Total minimum lease payments 2,801.3 Less: amount representing interest (1,853.3) Present value of net minimum lease payments 948.0 Less: current portion (40.7) Capital leases, net of current portion $ 907.3 Interest expense recorded in connection with capital leases and sale-leaseback financings totaled $25.1 million, $76.1 million, $24.6 million and $73.0 million, respectively, for the three and nine months ended September 30, 2021 and 2020 and is included within interest expense, net in the accompanying condensed consolidated statements of operations. Operating leases The Company leases the majority of its data centers and certain equipment under noncancelable operating lease agreements. The Company’s operating leases for data centers expire at various dates from 2021 to 2045 with renewal options available to the Company. The lease agreements typically provide for base rental rates that increase at defined intervals during the term of the lease. In addition, the Company has negotiated rent expense abatement periods for certain leases to better match the phased build out of its data centers. The Company accounts for such abatements and increasing base rentals using the straight-line method over the term of the lease. The difference between the straight-line expense and the cash payment is recorded as deferred rent within other liabilities in the condensed consolidated balance sheets. Occasionally, the Company enters into contracts with customers for data center, office and storage spaces that contain lease components. The Company's leases with customers are generally classified as operating leases and lease payments are recognized on a straight-line basis over the lease term. The future minimum lease receipts and payments under operating leases as of September 30, 2021 are as follows (in millions): For the years ending December 31: Lease receipts Lease commitments (1) Remaining 2021 $ 3.1 $ 14.9 2022 $ 12.2 $ 59.7 2023 $ 12.2 $ 58.4 2024 $ 12.2 $ 56.3 2025 $ 12.2 $ 43.3 Thereafter $ 16.3 $ 312.4 Total minimum lease receipts/payments $ 68.2 $ 545.0 (1) Minimum lease payments have not been reduced by minimum sublease rentals of $47.4 million due in the future under non-cancelable subleases. Total rent expense, including the $64.4 million restructuring charge for Moses Lake and Addison described in Note 5 and the net impact from amortization of favorable and unfavorable leasehold interests, was approximately $28.0 million, $150.2 million, $29.0 million and $87.0 million, respectively, for the three and nine months ended September 30, 2021 and 2020. The $64.4 million exit costs are included within restructuring, impairment, site closures and related costs in the condensed consolidated statements of operations. The remainder is included within cost of revenues, excluding depreciation and amortization in the condensed consolidated statements of operations. |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt Long-term debt consists of the following as of September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 2017 First Lien Term Facility due May 2024 $ 780.4 $ 786.6 2019 First Lien Term Facility due May 2024 97.8 98.5 2017 Second Lien Term Facility due May 2025 — 310.0 Revolving Facility due November 2023 40.0 142.6 Less: unamortized debt issuance costs (8.4) (17.1) 909.8 1,320.6 Less: current maturities of long-term debt (9.2) (9.1) Long-term debt, net current portion $ 900.6 $ 1,311.5 Senior secured credit facilities On May 1, 2017, a subsidiary of the Company (the “Borrower”) entered into credit agreements for up to $1,275.0 million of borrowings under first and second lien credit agreements (collectively, the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of (a) a first lien credit agreement providing for (i) a $150.0 million first lien multi-currency revolving credit facility (the “Revolving Facility”) and (ii) (a) an $815.0 million first lien term loan borrowing (the “2017 First Lien Term Facility”), and (b) a second lien credit agreement providing for a $310.0 million second lien term loan credit borrowing (the "2017 Second Lien Term Facility"). On May 13, 2019, the Borrower borrowed an additional $100.0 million under the incremental first lien loan under the first lien credit agreement (the “2019 First Lien Term Facility”). On May 7, 2021, certain of the lenders under the Revolving Facility entered into an amendment with Cyxtera pursuant to which they agreed to extend the maturity date for certain revolving commitments from May 1, 2022 to November 1, 2023. Under these terms of the amendment, $141.3 million of commitments under the existing Revolving Facility were exchanged for $120.1 million of commitments under a new revolving facility (the "2021 Revolving Facility"). The 2021 Revolving Facility has substantially the same terms as Revolving Facility, except that the maturity date of the 2021 Revolving Facility is November 1, 2023. In connection with the amendment, the Company repaid $19.6 million of the outstanding balance under the Revolving Facility on May 10, 2021. The amounts owed under the 2017 Second Lien Term Facility, the Revolving Facility and the 2021 Revolving Facility were repaid in July and August 2021 following the consummation of the Business Combination - see Note 3. The Company recognized a loss on extinguishment of debt of $5.2 million, which resulted from the write off of deferred financing costs attributed to the 2017 Second Lien Term Facility. The $5.2 million loss on extinguishment of debt is included within interest expense, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021. Subsequent to the consummation of the Business Combination and the pay-down of the Revolving Facility and the 2021 Revolving Facility, the Company drew down an additional $40.0 million from such revolving facilities during the interim period ended September 30, 2021. The Senior Secured Credit Facilities, including the 2019 First Lien Term Facility, are secured by substantially all assets of Borrower and contain customary covenants, including reporting and financial covenants, some of which require the Borrower to maintain certain financial coverage and leverage ratios, as well as customary events of default, and are guaranteed by certain of the Borrower’s domestic subsidiaries. As of September 30, 2021, the Company believes the Borrower was in compliance with these covenants. The Revolving Facility, the 2021 Revolving Facility, the 2017 First Lien Term Facility, and the 2019 First Lien Term Facility have a five seven five The Borrower is required to make amortization payments on each of the 2017 First Lien Term Facility and the 2019 First Lien Term Facility at a rate of 1.0% of the original principal amount per annum, payable on a quarterly basis, with the remaining balance to be repaid in full at maturity. The 2017 First Lien Term Facility bears interest at a rate based on LIBOR plus a margin that can vary from 2.0% to 3.0%. The 2019 First Lien Term Facility bears interest at a rate based on LIBOR plus a margin that can vary from 3.0% to 4.0%. The 2017 Second Lien Term Facility bore an interest at a rate based on LIBOR plus a margin that can vary from 6.25% to 7.25%. As of September 30, 2021, the rate for the 2017 First Lien Term Facility was 4.0% and the rate for the 2019 First Lien Term Facility was 5.0%. The Revolving Facility and the 2021 Revolving Facility allow the Borrower to borrow, repay, and reborrow over its stated term. The Revolving Facility and the 2021 Revolving Facility provide a sublimit for the issuance of letters of credit of up to $30.0 million at any one time. Borrowings under the Revolving Facility and the 2021 Revolving Facility bear interest at a rate based on LIBOR plus a margin that can vary from 2.5% to 3.0% or, at the Borrower's option, the alternative base rate, which is defined as the higher of (a) the Federal Funds Rate plus, 0.5%, (b) the JP Morgan prime rate or (c) one-month LIBOR plus 1% , in each case, plus a margin that can vary from 1.5% to 2%. As of September 30, 2021, the rate for the Revolving Facility and the 2021 Revolving Facility was 3.1%. The Borrower is required to pay letter of credit fee on the face amount of each letter of credit, at a 0.125% rate per annum. The balance of the Revolving Facility and the 2021 Revolving Facility was $40.0 million as of September 30, 2021. The aggregate maturities of our long-term debt, are as follows as of September 30, 2021 (in millions): For the years ending December 31: Principal amount Remaining 2021 $ 2.2 2022 $ 11.8 2023 $ 46.4 2024 $ 857.8 2025 $ — Total $ 918.2 Interest expense, net Interest expense, net for the three and nine months ended September 30, 2021 and 2020 consist of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense on debt, net of capitalized interest $ 11.6 $ 16.2 $ 44.1 $ 50.3 Interest expense on capital leases 25.1 24.7 76.1 73.1 Amortization of deferred financing costs and fees 6.4 1.5 9.1 4.4 Total $ 43.1 $ 42.4 $ 129.3 $ 127.8 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | Warrant liabilities In September 2020, in connection with SVAC’s IPO, SVAC issued Public Warrants to purchase shares of the SVAC Class A common stock at $11.50 per share. Simultaneously with the consummation of the IPO, SVAC issued Private Placement Warrants to purchase shares of its Class A common stock at $11.50 per share to the Sponsor and to SVAC’s underwriters. In July 2021, in connection with the Business Combination transaction described in Note 3, additional Public and Private Placement Warrants were issued to SVAC common stockholders, including the Forward Purchasers. At July 29, 2021 (the Business Combination date) and September 30, 2021, there were 11,620,383 Public Warrants and 8,576,940 Private Placement Warrants outstanding. The Public and Private Placement Warrants will expire five years from the completion of the Business Combination. The Public and Private Placement Warrants may only be exercised for a whole number of shares. In September 2021 we filed the Registration Statement on Form S-1 for, among other things, the registration, under the Securities Act of 1933, as amended, of the issuance of Class A common stock issuable upon exercise of the Public and Private Placement Warrants. The Public and Private Placement Warrants are governed by the terms of that certain Warrant Agreement, dated September 9, 2020 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”). We may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days' prior written notice of redemption; and • if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. In addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock (including both Public Warrants and Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table described in the Warrant Agreement, based on the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; • if, an only, if, the last sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available. The Private Placement Warrants may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or its permitted transfers. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public and Private Placement Warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. The exercise price of the Public and Private Placement Warrants would have adjusted if, in connection with the closing of the Business Combination, we issued additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share and certain other conditions were satisfied. The Public and Private Placement Warrant exercise price would be adjusted to be equal to 115% of the price received in the new issuance. In connection with the Business Combination, we did not issue any additional shares of Class A common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, therefore the price reset provision was not triggered. The Public and Private Placement Warrants have provisions which could affect the settlement amount. Such variables are outside of those used to determine the fair value of a fixed-for-fixed equity instrument, and accordingly, the warrants are accounted for as liabilities in accordance with ASC Subtopic 815-40, with changes in fair value included as change of fair value of warrant liabilities in other expense in the condensed consolidated statement of operations. The Public and Private Placement Warrants are measured at fair value on a recurring basis. The Public Warrants are traded on the NASDAQ and are recorded at fair value using the closing price as of the measurement date, and as such, represents a Level 1 fair value measurement. The Private Placement Warrants are recorded at fair value on a recurring basis using a Monte Carlo simulation model and unobservable inputs, and as such, represent a Level 3 fair value measurement. The Monte Carlo simulation model requires inputs such as the fair value of our Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of our Class A common stock is considered a Level 1 input as shares of our Class A common stock are freely traded on the NASDAQ. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Private Placement Warrants. The dividend yield assumption is based on the dividends expected to be paid over the expected life of the warrants. Our volatility is derived from several publicly traded peer companies and the implied volatility of our Public Warrants. We will continue to adjust the Public and Private Placement Warrant liabilities for changes in fair value for the Public and Private Placement Warrants until the warrants are exercised, redeemed or cancelled. There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and there were no Level 3 liabilities outstanding during the nine months ended September 30, 2020. The following table presents information about the Company's movement in its Level 1 and Level 3 warrant liabilities measured at fair value (in millions): (in millions) Public Warrants (Level 1) Private Warrants (Level 3) Total Balance at the beginning of the period $ — $ — $ — Warrant liabilities assumed on July 29, 2021 23.2 18.6 41.8 Change in the fair value of the warrant liabilities 0.7 2.0 2.7 Balance at the end of the period $ 23.9 $ 20.6 $ 44.5 The key assumptions used to determine the fair value of the Private Placement Warrants at September 30, 2021 and July 29, 2021 (the date the warrant obligation was assumed by Cyxtera) using the Monte Carlo simulation model are as follows: Inputs As of September 30, 2021, As of July 29, 2021 Risk free interest rate 0.94 % 0.73 % Volatility for Least-Square Monte Carlo Model 55.0 % 35.7 % Expected Term in Years 4.8 5.0 Fair Value of Class A Common Stock $ 9.25 $ 9.55 |
Shareholder's equity
Shareholder's equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholder's equity | Shareholders' equity As mentioned in Note 1, the equity structure had been restated in all the comparative periods up to the Closing Date to reflect the number of shares of the Company's Class A common stock, $0.0001 par value per share, issued to Legacy Cyxtera's shareholder in connection with the Business Combination. Accordingly, the shares and corresponding capital amounts and earnings per share prior to the Business Combination have been retroactively restated as of January 1, 2020, to 115,745,455 shares, as shown in the condensed consolidated statement of changes in shareholders' equity. The Company’s authorized shares capital consists of 510,000,000 shares of capital stock, of which 500,000,000 are designated as Class A common stock, and 10,000,000 are designated as preferred stock. As of December 31, 2020, Legacy Cyxtera had 115,745,455 shares of Class A common stock issued and outstanding, which shares were owned by SIS. On February 19, 2021, Cyxtera redeemed, cancelled and retired 9,645,455 shares of its common stock, par value $0.0001, prior to the Business Combination, held by SIS, in exchange for the payment of $97.9 million by the Company to SIS. As of September 30, 2021, the Company had 165,978,740 shares of Class A common stock issued and outstanding, of which 64% was owned by SIS. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. During the three and nine months ended, September 30, 2021, SIS made a capital contribution of $5.2 million, to fund a Business Combination transaction bonus that was paid to current and former employees and directors of Legacy Cyxtera (the "Transaction Bonus"). The Transaction Bonus of $5.2 million is included within transaction-related costs in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021. |
Equity Compensation
Equity Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Compensation | Equity Compensation SIS Holdings LP Class B Profit Units All awards under the SIS Holdings LP Class B Unit Plan (the “SIS Plan”) were issued in 2017, 2018 and 2019 (none were issued in 2020 or 2021). The equity-based compensation cost was as follows (in millions) and included in the following captions in the accompanying condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenues, excluding depreciation and amortization $ — $ 0.2 $ 0.2 $ 0.5 Selling, general, and administrative expenses 1.8 1.6 5.2 5.2 Total $ 1.8 $ 1.8 $ 5.4 $ 5.7 No related income tax benefit was recognized as of September 30, 2021 and December 31, 2020. As of September 30, 2021, total equity-based compensation costs related to 42,902 unvested Class B Units not yet recognized totaled $2.9 million, which is expected to be recognized over a weighted-average period of 2 years. Stock Options On July 29, 2021, the Company adopted the 2021 Plan. The total amount of shares of Class A common stock authorized for issuance was under the 2021 Plan is 13,278,299. On August 5, 2021, the Company granted stock options under the 2021 Plan. Such options are a form of employee compensation for certain Cyxtera employees. The stock options granted will vest and become exercisable as to 25% of the number of shares granted beginning on the one-year anniversary of the grant date, and the remainder of the options will vest ratably over twelve quarterly periods over the three-year period following the anniversary of the grant date The fair value of stock options awards was estimated at the grant date at $2.42 per share using a Black Scholes valuation model, with the following weighted average assumptions for the three and nine months ended September 30, 2021: Stock Options Granted during the Periods Ended September 30, 2021 Expected term (in years) 6.1 Expected stock volatility 30.7 % Risk-free interest rate 0.87 % Stock price at grant date $ 8.65 Exercise price $ 9.55 Dividend yield — % The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. Expected stock price volatility is based on the volatility of the stock of public companies peers. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero- coupon issues with an equivalent remaining term. The dividend yield assumption is based on our anticipated cash dividend payouts. Stock options transactions for the three and nine months ended September 30, 2021 were as follows: Shares Subject to Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding from January 1, 2020 to June 30, 2021 — — — — Granted 849,233 $ 9.55 Exercised — — Expired/forfeited — — Outstanding at September 30, 2021 849,233 $ 9.55 9.9 — Exercisable, September 30, 2021 — — — — Unvested and expected to vest, September 30, 2021 849,233 $ 9.55 9.9 — The aggregate intrinsic value in the table above, is the amount by which the value of the underlying stock exceeded the exercise price of outstanding options, before applicable income taxes, and represents the amount optionees would have realized if all-in-the-money options had been exercised on the last business day of the period indicated. None of the stock options were in-the-money at September 30, 2021. As of September 30, 2021, the total unrecognized stock-based compensation, net of estimated forfeitures (estimated to be nil), related to unvested options was approximately $2.0 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 3.85 years. No options were exercised or vested during the periods ended September 30, 2021. Total stock options compensation expense for the three and nine months ended September 30, 2021 was approximately $0.1 million, and is recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. The related income tax benefit for the three and nine months ended September 30, 2021 was inconsequential. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The income tax benefit for the three and nine months ended September 30, 2021 was $11.1 million and $36.9 million, respectively. The income tax benefit on the pre-tax loss for the three and nine months ended September 30, 2021 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefits, which were partially offset by an increase in the valuation allowance recorded on certain deferred tax assets in the U.S. and foreign jurisdictions that management believes are not more-likely-than-not to be fully realized in future periods, nondeductible equity compensation, nondeductible remeasurement of the warrant liabilities, and the remeasurement of the Company's net deferred tax assets in the U.K. due to a recently enacted tax rate during the nine months ended September 30, 2021. The income tax benefit for the three and nine months ended September 30, 2020 was $14.6 million and $22.7 million, respectively. During the nine months ended September 30, 2020, management increased the valuation allowance for the U.S. and certain foreign jurisdictions deferred tax assets that management believes are not more-likely-than-not to be fully realized in future periods. The income tax benefit on the pre-tax loss for the three and nine months ended September 30, 2020 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefits, which were partially offset by valuation allowance recorded on certain deferred tax assets in the U.S. and foreign jurisdictions, foreign withholding taxes, non-deductible equity compensation and the remeasurement of the Company's net deferred tax assets in the U.K due to a recently enacted tax rate change. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Letters of credit As of September 30, 2021 and December 31, 2020, the Company had $6.9 million and $7.4 million, respectively, in irrevocable stand-by letters of credit outstanding, which were issued primarily to guarantee data center lease obligations, and another subsidiary’s performance under a line of credit. As of September 30, 2021 and December 31, 2020, no amounts had been drawn on any of these irrevocable standby letters of credit. Purchase obligations As of September 30, 2021 and December 31, 2020, the Company had approximately $6.1 million and $8.2 million, respectively, of purchase commitments related to IT licenses, utilities and colocation operations. These amounts do not represent the Company’s entire anticipated purchases in the future but represent only those items for which the Company was contractually committed as of September 30, 2021 and December 31, 2020, respectively. Litigation From time to time, the Company is involved in certain legal proceedings and claims that arise in the ordinary course of business. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. In the opinion of the management, based on consultations with counsel, the results of any of these matters individually and in the aggregate, are not expected to have a material effect on the Company’s results of operations, financial condition or cash flows. |
Segment reporting
Segment reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting Cyxtera’s chief operating decision maker is its Chief Executive Officer. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions – the Colocation segment. The Company derives almost all of its Colocation revenue from sales to customers in the United States, based upon the service address of the customer. Revenue derived from customers outside the United States, based upon the service address of the customer, was not significant in any individual foreign country. |
Certain relationships and relat
Certain relationships and related party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Certain relationships and related party transactions | Certain relationships and related party transactions Relationships The Company is party to the following agreements and key relationships: • Cyxtera Management Inc. transition services agreement The Company, Cyxtera Cybersecurity, Inc. d/b/a AppGate (“Appgate”), and Cyxtera Management, Inc. ("Management Company") entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which the Management Company provided certain transition services to Appgate and Appgate provided certain transition services to Cyxtera. The Transition Services Agreement provided for a term that commenced on January 1, 2020 and substantially ended on December 31, 2020. Appgate is an affiliate of the Company and a direct subsidiary of SIS, and through December 31, 2019 was a direct subsidiary of the Company. During the three and nine months ended September 30, 2020, the Company charged $0.1 million and $3.3 million, respectively, to Appgate for services rendered under the Transition Services Agreement (net of service fees provided to Cyxtera and its subsidiaries by Appgate), with a full reserve of $0.1 million and $3.3 million, respectively. The provision for doubtful accounts is presented as part of impairment of notes receivable from affiliate in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020. Charges for the three and nine months ended September 30, 2021 were inconsequential. Income from the Transition Services Agreement is included in other expenses, net in the condensed consolidated statements of operations for three and the nine months ended September 30, 2021 and 2020. • Promissory Notes On March 31, 2019, Appgate issued promissory notes to each of the Company and the Management Company (together, the "Promissory Notes") evidencing certain funds borrowed by Appgate from each of the Company and Management Company as well as potential future borrowings. The Promissory Notes had a combined initial aggregate principal amount of $95.2 million and provided for additional borrowings during the term of the Promissory Notes for additional amounts not to exceed approximately $52.5 million the aggregate (approximately $147.7 million including the initial aggregate principal amount). Interest accrued on the unpaid principal balance of the Promissory notes at a rate per annum equal to 3%; provided; that with respect to any day during the period from the date of the Promissory Notes through December 31, 2019, interest was calculated assuming that the unpaid principal balance of the Promissory Notes on such day is unpaid principal amount of the notes on the last calendar day of the quarter in which such day occurs. Interest was payable upon the maturity date of the notes. Each of the Promissory Notes had an initial maturity date of March 30, 2020 and was extended through March 30, 2021 by amendments entered into effective as of March 30, 2020. During the three and nine months ended September 30, 2020, the Company advanced $9.3 million and $14.9 million, respectively under the Promissory Notes to Appgate and recorded provision for loan losses in the same amount. Accordingly, as of September 30, 2020, the Company had a receivable related to the Promissory Notes of $148.2 million with a full reserve of $148.2 million. The provision for loan losses is presented as impairment of notes receivable from affiliate in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020. On February 8, 2021, the Company received $120.6 million from Appgate. Approximately $117.1 million and $1.1 million were designated as repayment of the full balance of the $154.3 million outstanding principal and accrued interest, respectively, on the Promissory Notes at that time. On the same date, the Company issued a payoff letter to Appgate extinguishing the remaining unpaid balance of the Promissory Notes. The remainder of the payment was designated as settlement of trade balances with Appgate and its subsidiaries and other amounts due to / from under the Transition Services Agreement described above. As a result, during the three months ended March 31, 2021, the Company wrote-off the ending balance in the allowance for loan losses on the Promissory Notes. No transactions related to the Promissory Notes were recorded during the three months ended September 30, 2021. The activity in the allowance for loan losses on the Promissory Notes during the nine months ended September 30, 2021 and year ended December 31, 2020 was as follows (in millions): September 30, 2021 December 31, 2020 Beginning balance $ 30.0 $ 127.7 Provision for loan losses — 19.4 Reversal of allowance — (117.1) Net reversal of allowance for loan losses — (97.7) Write offs (30.0) — Ending balance $ — $ 30.0 • Service provider management consulting fee and structuring fee In connection with 2017 Acquisitions, certain equity owners of SIS (collectively, the "Service Providers") entered into a Services Agreement (the "Services Agreement") dated May 1, 2017, with SIS and its subsidiaries and controlled affiliates as of such date (collectively the "Company Group"). Under the Services Agreement, the Service Providers agreed to provide certain management, consulting and advisory services to the business combination and affairs of the Company Group from time to time. Pursuant to Services Agreement, the Company Group also agreed to pay the Service Providers an annual service fee in the aggregate amount of $1.0 million in equal quarterly installments (the "Service Provider Fee"). Fees owed under the Services Agreement related to a structuring fee, Service Provider Fee and other related expenses totaled $22.7 million as of December 31, 2020 and were included within due to affiliates in the condensed consolidated balance sheet. Such fees were primarily incurred prior to 2020. All outstanding fees under the Services Agreement were repaid in February 2021. • Sponsor’s investment in the First Lien Term Facility At September 30, 2021 and December 31, 2020, some of the controlled affiliates of BC Partners, the largest equity owner of SIS, hold investments in the Company’s First Lien Term Facility. The total investment represents less than 5% of the Company’s total outstanding debt. • Relationships with certain members of the Company’s board of directors The Company owes zero and $0.5 million in board fees, which is included within accrued expenses in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. The chairman of the board of directors is one of the founders and the chairman of Emerge Americas, LLC, which operates the premier technology conference in Miami, Florida. As of September 30, 2021 , the Company did not owe any significant amounts to Emerge Americas, LLC. Since 2019 until the date of the Business Combination, one of the directors of the Company was also a member of the board of directors of Pico Quantitative Trading, LLC (“Pico”). Pico offers a comprehensive range of network products to meet the full spectrum of electronic trading requirements. During the three and nine months ended September 30, 2020, the Company billed Pico $0.2 million and $0.5 million, respectively. During the three and nine months September 30, 2020, the Company billed and collected from Pico $0.2 million and $0.6 million , respectively. As of September 30, 2021, Pico is no longer a related party of the Company. Two directors of the Company are also members of the board of directors of Presidio Holdings (“Presidio”), a provider of digital transformation solutions built on agile secure infrastructure deployed in a multi-cloud world with business analytics. During the three months ended September 30, 2021 and 2020, the Company paid $0.1 million and $0.1 million to Presidio for services (no amounts paid in 2021). During the nine months ended September 30, 2021 and 2020, the Company paid $0.2 million and $0.2 million to Presidio for services. As of September 30, 2021 and December 31, 2020, the Company did not owe any amounts to Presidio. Presidio is also a customer and referral partner of the Company. During the three months September 30, 2021 , the Company billed Presidio $0.1 million (amount billed during the three months September 30, 2020 was inconsequential). During the nine months September 30, 2021 and 2020, the Company billed Presidio $0.1 million and $0.3 million, respectively. During the three months ended September 30, 2021, the Company collected from Presidio $0.1 million (amount collected during the three months ended September 30, 2020 was inconsequential). During each of the nine months ended September 30, 2021 and 2020, the Company collected from Presidio $0.2 million. One of the directors of the Company is also a member of the board of directors of Altice USA, Inc. ("Altice"), a vendor and a customer of the Company. The amount paid and due for the three and nine months ended September 30, 2021 was inconsequential. The amount billed and collected for the three and nine months ended September 30, 2021 billed $0.1 million and $0.2 million, respectively. Related party transactions and balances The following table summarizes the Company’s transactions with related parties for each of the nine months ended September 30, 2021 and 2020 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues (1) $ 0.2 $ 0.3 $ 0.8 $ 0.7 Selling, general and administrative expenses (2) — (0.1) (0.1) (0.1) (Recovery) impairment of notes receivable from affiliate (3) — 9.4 — 18.2 Other income, net (4) — — 0.1 4.2 (1) Revenues for the nine months ended September 30, 2021and 2020 include amounts recognized from contracts with Appgate, Brainspace Corporation, and Presidio. Appgate is an affiliate of the Company and a direct subsidiary of SIS. Brainspace Corporation was an affiliate of the Company and an indirect subsidiary of SIS through January 20, 2021. (2) Selling, general and administrative expenses include amounts incurred under the Transition Services Agreement. Where applicable, no amount appears in the table due to rounding convention. (3) Represents net (recovery) impairment recognized in connection with amounts funded under the Promissory Notes. (4) Includes income recognized under the Transition Services Agreement for the three and nine months ended September 30, 2021and 2020. As of September 30, 2021 there were no receivables or payables with related parties. As of December 31, 2020, the Company had the following balances arising from transactions with related parties (in millions): December 31, 2020 Accounts receivable (1) $ 4.3 Due from affiliates (2) $ 117.1 Accounts payable (3) $ 0.4 Accrued expenses (4) $ 0.5 Due to affiliates (5) $ 22.7 (1) Accounts receivable at December 31, 2020 include amounts due from Appgate under the Transition Services Agreement, and trade receivables due from Appgate and Brainspace Corporation. (2) Due from affiliates at December 31, 2020 includes amounts due from Appgate under the Promissory Notes. (3) Accounts payable at December 31, 2020 include amounts due to Appgate under the Transition Services Agreement, and trade payables due to Appgate. (4) Accrued expenses at December 31, 2020 include board fees owed to the independent directors of the Company. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent eventsOn October 1, 2021, the Company granted approximately 3.2 million restricted stock units ("RSUs") under the 2021 Plan. The fair value of RSUs granted is determined using the fair value of the Company's Class A common stock on the date of the grant. |
Basis of presentation and sig_2
Basis of presentation and significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation and use of estimatesThe accompanying condensed consolidated financial statements have been prepared by Cyxtera and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. The condensed consolidated balance sheet data as of December 31, 2020 has been derived from audited consolidated financial statements as of that date. The condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC") but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For further information, refer to the Company's consolidated financial statements as of and for the year ended December 31, 2020 included in the Final Prospectus Supplement, pursuant to Rule 424(b)(3), dated September 7, 2021, to the Registration Statement on Form S-1 (Registration No. 333-258948) filed by the Company on August 20, 2021 (the "Registration Statement on Form S-1"). Results for the interim periods are not necessarily indicative of the results for the entire fiscal year. |
Use of estimates | Basis of presentation and use of estimatesThe accompanying condensed consolidated financial statements have been prepared by Cyxtera and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. The condensed consolidated balance sheet data as of December 31, 2020 has been derived from audited consolidated financial statements as of that date. The condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC") but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For further information, refer to the Company's consolidated financial statements as of and for the year ended December 31, 2020 included in the Final Prospectus Supplement, pursuant to Rule 424(b)(3), dated September 7, 2021, to the Registration Statement on Form S-1 (Registration No. 333-258948) filed by the Company on August 20, 2021 (the "Registration Statement on Form S-1"). Results for the interim periods are not necessarily indicative of the results for the entire fiscal year. |
Recent accounting pronouncements | Update to significant accounting policies The Company's significant accounting policies are detailed in Note 2 - Summary of Significant Accounting Policies of the Company’s consolidated financial statements as of and for the year ended December 31, 2020 included within the Registration Statement on Form S-1. Significant updates to our accounting policies as a result of assuming the warrant liabilities through the Business Combination (Note 3), and the adoption and issuance of the 2021 Omnibus Incentive Plan (the "2021 Plan") (Note 14) during the three and nine months ended September 30, 2021 are discussed below. Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board ("FASB") ASC Topic 480, Distinguishing Liabilities from Equity (" ASC Topic 480") , and FASB ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants (the "Public Warrants") and private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Public and Private Placement Warrants”) issued in connection with SVAC's initial public offering ("IPO") and reallocated upon the consummation of the Business Combination were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination. The Company is as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, such that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of the extended transition periods and, as a result, the Company will not be required to adopt new or revised accounting standards on the adoption dates required for other public companies so long as the Company remains an emerging growth company. In December 2019, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform , which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)- Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The amendment is effective for the Company commencing in 2022 with early adoption permitted, and the Company expects to adopt the new standard on the effective date or the date it no longer qualifies as an emerging growth company, whichever is earlier. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which amends ASC Topic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. In discussing the topic of cloud computing accounting, ASU 2018-15 aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. When prospective transition is chosen, entities must apply the transition requirements to any eligible costs incurred after adoption. The ASU is effective for annual periods commencing in 2021 and will be adopted in the Company’s December 31, 2021 consolidated financial statements. Adoption for interim periods is required in 2022. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments , which requires companies to measure and recognize lifetime expected credit losses for certain financial instruments, including trade accounts receivable. Expected credit losses are estimated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This amendment is effective commencing in 2023 with early adoption permitted, and the Company expects to adopt the new standard on the effective date or the date it no longer qualifies as an emerging growth company, whichever is earlier. Entities are permitted to use a modified retrospective approach. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Revenue | The Company disaggregates revenue from contracts with customers into recurring revenue and non-recurring revenues. Cyxtera derives the majority of its revenues from recurring revenue streams, consisting primarily of colocation service fees. These fees are generally billed monthly and recognized ratably over the term of the contract. The Company’s non-recurring revenues are primarily comprised of installation services related to a customer's initial deployment and professional services the Company performs. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installation services are deferred and recognized ratably over the period of the contract term in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606) as discussed in Note 2 to the Company’s consolidated financial statements as of and for the year ended December 31, 2020 included within the Registration Statement on Form S-1. |
Restructuring, impairment, si_2
Restructuring, impairment, site closures and related costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Impairment Site Closures and Related Costs | The activity in the restructuring liability reserve for the nine months ended September 30, 2021 was as follows (in millions): Nine Months Ended September 30, 2021 Beginning balance $ — Lease termination costs 64.4 Reclassification of deferred rent credits 3.4 Accretion 2.0 Payments (6.1) Ending balance $ 63.7 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Recurring revenue $ 169.3 $ 163.5 $ 501.2 $ 493.5 Non-recurring revenues 7.8 8.5 24.1 24.2 Total $ 177.1 $ 172.0 $ 525.3 $ 517.7 |
Schedule of Contract Balances | The following table summarizes the opening and closing balances of the Company's receivables; contract asset, current; contract asset, non-current; deferred revenue, current; and deferred revenue, non-current (in millions): Receivables Contract asset, current Contract asset, non-current Deferred revenue, current Deferred revenue, non-current Closing balances as of December 31, 2019 $ 65.2 $ 32.5 $ 23.8 $ 14.6 $ 9.6 Net increase (decrease) during the three months ended March 31, 2020 16.7 (1.7) (3.3) (0.8) — Closing balances as of as of March 31, 2020 81.9 30.8 20.5 13.8 9.6 Net (decrease) increase during the three months ended June 30, 2020 (29.1) (2.1) (2.8) (1.1) 0.2 Closing balances as of as of June 30, 2020 52.8 28.7 17.7 12.7 9.8 Net (decrease) increase during the three months ended September 30, 2020 (4.6) (2.8) (1.1) 2.1 8.5 Closing balances as of September 30, 2020 $ 48.2 $ 25.9 $ 16.6 $ 14.8 $ 18.3 Closing balances as of December 31, 2020 33.5 23.8 16.8 15.6 18.1 Net (decrease) increase during the three months ended March 31, 2021 (20.9) (1.8) (2.7) (0.5) (2.0) Closing balances as of as of March 31, 2021 12.6 22.0 14.1 15.1 16.1 Net increase (decrease) during the three months ended June 30, 2021 3.7 (2.4) (1.5) (0.4) (0.8) Closing balances as of as of June 30, 2021 16.3 19.6 12.6 14.7 15.3 Net increase (decrease) during the three months ended September 30, 2021 9.9 (1.3) (1.7) 0.4 1.4 Closing balances as of September 30, 2021 $ 26.2 $ 18.3 $ 10.9 $ 15.1 $ 16.7 |
Balance Sheet components (Table
Balance Sheet components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance For Doubtful Accounts | The activity in the allowance for doubtful accounts during the nine months ended September 30, 2021 and 2020 was as follows (in millions): September 30, 2021 December 31, 2020 Beginning balance $ 1.4 $ 13.5 Recoveries (Write-offs) 0.2 (6.5) Reversal of allowance (1.1) (5.5) Impact of foreign currency translation — (0.1) Ending balance $ 0.5 $ 1.4 The activity in the allowance for loan losses on the Promissory Notes during the nine months ended September 30, 2021 and year ended December 31, 2020 was as follows (in millions): September 30, 2021 December 31, 2020 Beginning balance $ 30.0 $ 127.7 Provision for loan losses — 19.4 Reversal of allowance — (117.1) Net reversal of allowance for loan losses — (97.7) Write offs (30.0) — Ending balance $ — $ 30.0 |
Schedule of Prepaid and Other Current assets | Prepaid and other current assets consist of the following as of September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 Contract asset, current $ 18.3 $ 23.8 Prepaid expenses 19.1 14.6 Value added tax ("VAT") receivable — 0.9 Other current assets 0.6 2.6 Total prepaid and other current assets $ 38.0 $ 41.9 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Summarized below are the carrying values for the major classes of amortizing intangible assets as of September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 768.0 $ (266.4) $ 501.6 $ 768.0 $ (221.1) $ 546.9 Favorable leasehold interests 57.6 (23.5) 34.1 59.3 (20.4) 38.9 Developed technology 0.3 (0.3) — 0.3 (0.3) — Total intangibles $ 825.9 $ (290.2) $ 535.7 $ 827.6 $ (241.8) $ 585.8 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company estimates annual amortization expense for existing intangible assets subject to amortization is as follows (in millions): For the years ending December 31: Remaining 2021 $ 16.8 2022 65.7 2023 65.7 2024 65.7 2025 65.0 Thereafter 256.8 Total amortization expense $ 535.7 |
Business combination (Tables)
Business combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The following table reconciles the elements of the Business Combination, certain elements of which the accounting is preliminary, to the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in shareholders' equity for the period ended September 30, 2021: Recapitalization SVAC's trust and cash, net of redemptions $ 143.9 Cash- PIPE Investment 250.0 Cash- Forward Purchase 100.0 Less: transaction costs and advisory fees, net of tax benefit (57.9) Net proceeds from reverse recapitalization 436.0 Plus: non-cash net liabilities assumed (1) (41.8) Less: accrued transaction costs and advisory fees (1.1) Net contributions from reverse recapitalization $ 393.1 (1)Represents $41.8 million of non-cash Public and Private Placement warrant liabilities assumed. |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Value and Fair Value of Other Financial Instruments | The carrying values and fair values of other financial instruments are as follows as September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value 2017 First Lien Term Facility $ 771.3 $ 780.0 $ 786.6 $ 730.6 2019 First Lien Term Facility 97.8 98.0 98.5 93.0 2017 Second Lien Term Facility — — 310.0 241.8 Revolving Facility 2.7 2.7 142.6 142.6 2021 Revolving Facility 37.3 37.3 — — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments under capital lease arrangements and sale-leaseback financings as of September 30, 2021 are as follows (in millions): For the years ending December 31: Remaining 2021 $ 31.2 2022 132.9 2023 124.4 2024 114.5 2025 116.6 Thereafter 2,281.7 Total minimum lease payments 2,801.3 Less: amount representing interest (1,853.3) Present value of net minimum lease payments 948.0 Less: current portion (40.7) Capital leases, net of current portion $ 907.3 |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease receipts and payments under operating leases as of September 30, 2021 are as follows (in millions): For the years ending December 31: Lease receipts Lease commitments (1) Remaining 2021 $ 3.1 $ 14.9 2022 $ 12.2 $ 59.7 2023 $ 12.2 $ 58.4 2024 $ 12.2 $ 56.3 2025 $ 12.2 $ 43.3 Thereafter $ 16.3 $ 312.4 Total minimum lease receipts/payments $ 68.2 $ 545.0 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following as of September 30, 2021 and December 31, 2020 (in millions): September 30, 2021 December 31, 2020 2017 First Lien Term Facility due May 2024 $ 780.4 $ 786.6 2019 First Lien Term Facility due May 2024 97.8 98.5 2017 Second Lien Term Facility due May 2025 — 310.0 Revolving Facility due November 2023 40.0 142.6 Less: unamortized debt issuance costs (8.4) (17.1) 909.8 1,320.6 Less: current maturities of long-term debt (9.2) (9.1) Long-term debt, net current portion $ 900.6 $ 1,311.5 |
Schedule of Maturities of Long-term Debt | The aggregate maturities of our long-term debt, are as follows as of September 30, 2021 (in millions): For the years ending December 31: Principal amount Remaining 2021 $ 2.2 2022 $ 11.8 2023 $ 46.4 2024 $ 857.8 2025 $ — Total $ 918.2 |
Schedule of Interest Expense Net | Interest expense, net for the three and nine months ended September 30, 2021 and 2020 consist of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense on debt, net of capitalized interest $ 11.6 $ 16.2 $ 44.1 $ 50.3 Interest expense on capital leases 25.1 24.7 76.1 73.1 Amortization of deferred financing costs and fees 6.4 1.5 9.1 4.4 Total $ 43.1 $ 42.4 $ 129.3 $ 127.8 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Changes in Warrant Liability | The following table presents information about the Company's movement in its Level 1 and Level 3 warrant liabilities measured at fair value (in millions): (in millions) Public Warrants (Level 1) Private Warrants (Level 3) Total Balance at the beginning of the period $ — $ — $ — Warrant liabilities assumed on July 29, 2021 23.2 18.6 41.8 Change in the fair value of the warrant liabilities 0.7 2.0 2.7 Balance at the end of the period $ 23.9 $ 20.6 $ 44.5 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The key assumptions used to determine the fair value of the Private Placement Warrants at September 30, 2021 and July 29, 2021 (the date the warrant obligation was assumed by Cyxtera) using the Monte Carlo simulation model are as follows: Inputs As of September 30, 2021, As of July 29, 2021 Risk free interest rate 0.94 % 0.73 % Volatility for Least-Square Monte Carlo Model 55.0 % 35.7 % Expected Term in Years 4.8 5.0 Fair Value of Class A Common Stock $ 9.25 $ 9.55 |
Equity Compensation (Tables)
Equity Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-based Compensation Cost | quity-based compensation cost was as follows (in millions) and included in the following captions in the accompanying condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenues, excluding depreciation and amortization $ — $ 0.2 $ 0.2 $ 0.5 Selling, general, and administrative expenses 1.8 1.6 5.2 5.2 Total $ 1.8 $ 1.8 $ 5.4 $ 5.7 |
Schedule of assumptions used for estimating fair value | The fair value of stock options awards was estimated at the grant date at $2.42 per share using a Black Scholes valuation model, with the following weighted average assumptions for the three and nine months ended September 30, 2021: Stock Options Granted during the Periods Ended September 30, 2021 Expected term (in years) 6.1 Expected stock volatility 30.7 % Risk-free interest rate 0.87 % Stock price at grant date $ 8.65 Exercise price $ 9.55 Dividend yield — % |
Schedule of Stock Options Transactions | Stock options transactions for the three and nine months ended September 30, 2021 were as follows: Shares Subject to Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding from January 1, 2020 to June 30, 2021 — — — — Granted 849,233 $ 9.55 Exercised — — Expired/forfeited — — Outstanding at September 30, 2021 849,233 $ 9.55 9.9 — Exercisable, September 30, 2021 — — — — Unvested and expected to vest, September 30, 2021 849,233 $ 9.55 9.9 — |
Certain relationships and rel_2
Certain relationships and related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Allowance For Doubtful Accounts | The activity in the allowance for doubtful accounts during the nine months ended September 30, 2021 and 2020 was as follows (in millions): September 30, 2021 December 31, 2020 Beginning balance $ 1.4 $ 13.5 Recoveries (Write-offs) 0.2 (6.5) Reversal of allowance (1.1) (5.5) Impact of foreign currency translation — (0.1) Ending balance $ 0.5 $ 1.4 The activity in the allowance for loan losses on the Promissory Notes during the nine months ended September 30, 2021 and year ended December 31, 2020 was as follows (in millions): September 30, 2021 December 31, 2020 Beginning balance $ 30.0 $ 127.7 Provision for loan losses — 19.4 Reversal of allowance — (117.1) Net reversal of allowance for loan losses — (97.7) Write offs (30.0) — Ending balance $ — $ 30.0 |
Schedule of Related Party Transactions | The following table summarizes the Company’s transactions with related parties for each of the nine months ended September 30, 2021 and 2020 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues (1) $ 0.2 $ 0.3 $ 0.8 $ 0.7 Selling, general and administrative expenses (2) — (0.1) (0.1) (0.1) (Recovery) impairment of notes receivable from affiliate (3) — 9.4 — 18.2 Other income, net (4) — — 0.1 4.2 (1) Revenues for the nine months ended September 30, 2021and 2020 include amounts recognized from contracts with Appgate, Brainspace Corporation, and Presidio. Appgate is an affiliate of the Company and a direct subsidiary of SIS. Brainspace Corporation was an affiliate of the Company and an indirect subsidiary of SIS through January 20, 2021. (2) Selling, general and administrative expenses include amounts incurred under the Transition Services Agreement. Where applicable, no amount appears in the table due to rounding convention. (3) Represents net (recovery) impairment recognized in connection with amounts funded under the Promissory Notes. (4) Includes income recognized under the Transition Services Agreement for the three and nine months ended September 30, 2021and 2020. As of September 30, 2021 there were no receivables or payables with related parties. As of December 31, 2020, the Company had the following balances arising from transactions with related parties (in millions): December 31, 2020 Accounts receivable (1) $ 4.3 Due from affiliates (2) $ 117.1 Accounts payable (3) $ 0.4 Accrued expenses (4) $ 0.5 Due to affiliates (5) $ 22.7 (1) Accounts receivable at December 31, 2020 include amounts due from Appgate under the Transition Services Agreement, and trade receivables due from Appgate and Brainspace Corporation. (2) Due from affiliates at December 31, 2020 includes amounts due from Appgate under the Promissory Notes. (3) Accounts payable at December 31, 2020 include amounts due to Appgate under the Transition Services Agreement, and trade payables due to Appgate. (4) Accrued expenses at December 31, 2020 include board fees owed to the independent directors of the Company. |
Organization and description _2
Organization and description of the business (Details) | 9 Months Ended | |
Sep. 30, 2021dataCenterclientmarket$ / sharesshares | Dec. 31, 2020$ / shares | |
Business Acquisition [Line Items] | ||
Number of highly interconnected data centers | 61 | |
Number of global markets | market | 28 | |
Number of continents with data centers | 3 | |
Minimum number of clients | client | 2,300 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
SVAC | Legacy Cyxtera | ||
Business Acquisition [Line Items] | ||
Number of shares issued (in shares) | shares | 120,568,182 |
Loss per common share (Details)
Loss per common share (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 20,197,323 | 20,197,323 |
Stock option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 849,233 | 849,233 |
Purchase Agreement Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,500,000 | 7,500,000 |
Restructuring, impairment, si_3
Restructuring, impairment, site closures and related costs - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 2,000,000 | $ 0 | |||
Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 64,400,000 | ||||
Addison Site | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Remaining lease term | 10 years | ||||
Restructuring charges | $ 7,900,000 | ||||
Addison Site | Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 5,900,000 | ||||
Addison Site | Assets Disposal | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 2,000,000 | ||||
Moses Lake Site | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Capital lease obligation, related charges | 58,500,000 | ||||
Moses Lake Site | Facility Closing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accelerated depreciation and amortization | 1,800,000 | ||||
Favorable leasehold interest amortization | $ 0 | $ 600,000 |
Restructuring, impairment, si_4
Restructuring, impairment, site closures and related costs - Restructuring Liability Reserve (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Lease termination costs | 64.4 |
Reclassification of deferred rent credits | 3.4 |
Accretion | 2 |
Payments | (6.1) |
Ending balance | $ 63.7 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 177.1 | $ 172 | $ 525.3 | $ 517.7 |
Recurring revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 169.3 | 163.5 | 501.2 | 493.5 |
Non-recurring revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 7.8 | $ 8.5 | $ 24.1 | $ 24.2 |
Revenue - Summary of Opening an
Revenue - Summary of Opening and Closing Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Receivables | ||||||
Opening balance | $ 16.3 | $ 12.6 | $ 33.5 | $ 52.8 | $ 81.9 | $ 65.2 |
Net (decrease) increase during the period | 9.9 | 3.7 | (20.9) | (4.6) | (29.1) | 16.7 |
Ending balance | 26.2 | 16.3 | 12.6 | 48.2 | 52.8 | 81.9 |
Contract asset, current | ||||||
Opening balance | 19.6 | 22 | 23.8 | 28.7 | 30.8 | 32.5 |
Net increase (decrease) during the period | (1.3) | (2.4) | (1.8) | (2.8) | (2.1) | (1.7) |
Ending balance | 18.3 | 19.6 | 22 | 25.9 | 28.7 | 30.8 |
Contract asset, non-current | ||||||
Beginning balance | 12.6 | 14.1 | 16.8 | 17.7 | 20.5 | 23.8 |
Net increase (decrease) during the period | (1.7) | (1.5) | (2.7) | (1.1) | (2.8) | (3.3) |
Ending balance | 10.9 | 12.6 | 14.1 | 16.6 | 17.7 | 20.5 |
Deferred revenue, current | ||||||
Beginning balance | 14.7 | 15.1 | 15.6 | 12.7 | 13.8 | 14.6 |
Net increase (decrease) during the period | 0.4 | (0.4) | (0.5) | 2.1 | (1.1) | (0.8) |
Ending balance | 15.1 | 14.7 | 15.1 | 14.8 | 12.7 | 13.8 |
Deferred revenue, non-current | ||||||
Beginning balance | 15.3 | 16.1 | 18.1 | 9.8 | 9.6 | 9.6 |
Net increase (decrease) during the period | 1.4 | (0.8) | (2) | 8.5 | 0.2 | 0 |
Ending balance | $ 16.7 | $ 15.3 | $ 16.1 | $ 18.3 | $ 9.8 | $ 9.6 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||
Deferred revenue recognized | $ 12.1 | $ 11.4 | |
Advance billing, deferred revenue | 45.7 | $ 44.6 | |
Capitalized contract costs | 29.2 | 40.6 | |
Contract costs amortization | 20.6 | 25.8 | |
Cost of Sales | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs amortization | 12.1 | 17.8 | |
Selling, General and Administrative Expenses | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs amortization | 8.5 | $ 8 | |
Prepaid Expenses and Other Current Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract costs | 18.3 | 23.8 | |
Other Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract costs | $ 10.9 | $ 16.8 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations amount | $ 830.9 | $ 869.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 49.00% | |
Revenue, remaining performance obligation, remaining satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 46.00% | |
Revenue, remaining performance obligation, remaining satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 27.00% | |
Revenue, remaining performance obligation, remaining satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 27.00% | |
Revenue, remaining performance obligation, remaining satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 24.00% | |
Revenue, remaining performance obligation, remaining satisfaction period | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 27.00% | |
Revenue, remaining performance obligation, remaining satisfaction period |
Balance Sheet components - Allo
Balance Sheet components - Allowance for Doubtful Accounts (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 1,400,000 | $ 13,500,000 |
Recoveries (Write-offs) | 200,000 | (6,500,000) |
Reversal of allowance | (1,100,000) | (5,500,000) |
Impact of foreign currency translation | 0 | (100,000) |
Ending balance | $ 500,000 | $ 1,400,000 |
Balance Sheet components - Narr
Balance Sheet components - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Feb. 09, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Maximum uncollected receivables available | $ 37.5 | |
Invoice face amount factored percentage | 85.00% | |
Trade receivables, unused percentage | 2.00% | |
Proceeds from factored receivables, gross | $ 91.5 | |
Proceeds from factored receivables, net | 90.1 | |
Factored receivables fees | $ 1.4 |
Balance Sheet components - Prep
Balance Sheet components - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Contract asset, current | $ 18.3 | $ 19.6 | $ 22 | $ 23.8 | $ 25.9 | $ 28.7 | $ 30.8 | $ 32.5 |
Prepaid expenses | 19.1 | 14.6 | ||||||
Value added tax ("VAT") receivable | 0 | 0.9 | ||||||
Other current assets | 0.6 | 2.6 | ||||||
Total prepaid and other current assets | $ 38 | $ 41.9 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 761,500,000 | $ 761,500,000 | $ 762,200,000 | ||
Goodwill impairment | 0 | 0 | |||
Indefinite-lived intangible assets | 500,000 | 500,000 | 500,000 | ||
Accumulated amortization | 290,200,000 | 290,200,000 | 241,800,000 | ||
Goodwill impairment loss | 0 | 0 | |||
Intangible Assets Excluding Unfavorable Leasehold Interest | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of favorable/unfavorable leasehold interests, net | 11,800,000 | $ 12,400,000 | 45,200,000 | $ 45,300,000 | |
Unfavorable Leasehold Interest | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of favorable/unfavorable leasehold interests, net | 600,000 | 600,000 | 1,700,000 | 1,700,000 | |
Accumulated amortization | 16,800,000 | 16,800,000 | 18,500,000 | ||
Favorable leasehold interests | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of favorable/unfavorable leasehold interests, net | 1,300,000 | $ 1,400,000 | 4,600,000 | $ 4,100,000 | |
Accumulated amortization | $ 23,500,000 | $ 23,500,000 | $ 20,400,000 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Major Classes of Amortizing Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 825.9 | $ 827.6 |
Accumulated Amortization | (290.2) | (241.8) |
Net | 535.7 | 585.8 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 768 | 768 |
Accumulated Amortization | (266.4) | (221.1) |
Net | 501.6 | 546.9 |
Favorable leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 57.6 | 59.3 |
Accumulated Amortization | (23.5) | (20.4) |
Net | 34.1 | 38.9 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 0.3 | 0.3 |
Accumulated Amortization | (0.3) | (0.3) |
Net | $ 0 | $ 0 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Annual Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2021 | $ 16.8 | |
2022 | 65.7 | |
2023 | 65.7 | |
2024 | 65.7 | |
2025 | 65 | |
Thereafter | 256.8 | |
Net | $ 535.7 | $ 585.8 |
Business combination - Narrativ
Business combination - Narrative (Details) - USD ($) | Jul. 29, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 09, 2020 |
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock (in dollars per share) | $ 10 | ||||
Sale of stock, consideration received on transaction | $ 493,900,000 | ||||
Common stock outstanding (in shares) | 165,978,740 | 115,745,455 | |||
Payments of stock issuance costs | 57,900,000 | ||||
Repayments of debt | 433,000,000 | ||||
2017 Second Lien Term Facility | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Repayments of debt | 310,000,000 | ||||
2021 Revolving Facility | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Repayments of debt | $ 123,000,000 | ||||
Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock (in dollars per share) | $ 10 | ||||
Sale of stock, number of shares converted in transaction (in shares) | 10,105,863 | ||||
Common stock outstanding (in shares) | 165,978,740 | ||||
Common Class A | Starboard Value Acquisition Company | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 40,423,453 | ||||
Common Class A | Starboard Value Acquisition Company | Affiliated Entity | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock repurchase program, authorized amount | $ 75,000,000 | ||||
Number of shares authorized to purchase (in shares) | 7,500,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Common Class A | Starboard Value Acquisition Corp Shareholders | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Number of shares redeemed (in shares) | 26,176,891 | ||||
Sale of stock (in dollars per share) | $ 10 | ||||
Sale of stock, consideration received on transaction | $ 261,800,000 | ||||
Amount held in trust | $ 142,500,000 | ||||
Common stock outstanding (in shares) | 14,246,562 | ||||
Common Class B | Starboard Value Acquisition Company | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, number of shares converted in transaction (in shares) | 10,105,863 | ||||
Starboard Value Acquisition Corp Shareholders | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Amount from operating accounts | $ 1,400,000 | ||||
Institutional Buyers and Accredited Investors | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 25,000,000 | ||||
SIS and Institutional Buyers | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 250,000,000 | ||||
Forward Purchasers | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 100,000,000 | ||||
Forward Purchasers | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 10,526,315 | ||||
Sale of stock, consideration received on transaction | $ 100,000,000 | ||||
Sale of Stock, Optional Share Purchase Agreement, Maximum Purchase Amount | 75,000,000 | ||||
Forward Purchasers | Common Class A | Starboard Value Acquisition Company | Affiliated Entity | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock repurchase program, authorized amount | $ 37,500,000 | $ 75,000,000 | |||
SIS | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 106,100,000 | ||||
Common stock outstanding (in shares) | 115,745,455 | ||||
SIS | Common Class A | Starboard Value Acquisition Company | Affiliated Entity | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock repurchase program, authorized amount | $ 37,500,000 | ||||
SIS and Forward Purchasers | Common Class A | Starboard Value Acquisition Company | Affiliated Entity | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Number of shares authorized to purchase (in shares) | 3,750,000 | ||||
Share price (in dollars per share) | $ 10 |
Business combination - Consider
Business combination - Consideration Paid (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
SVAC's trust and cash, net of redemptions | $ 143,900 | |
Cash- PIPE Investment | 250,000 | |
Cash- Forward Purchase | 100,000 | |
Less: transaction costs and advisory fees, net of tax benefit | (57,900) | |
Net proceeds from reverse recapitalization | 436,000 | |
Plus: non cash net liabilities assumed | (41,800) | |
Less: accrued transaction costs and advisory fees | (1,100) | |
Net contributions from reverse recapitalization | $ 393,100 | |
Non-cash warrant liability assumed | $ 41,800 |
Fair value measurements - Summa
Fair value measurements - Summary of Carrying Value and Fair Value Other Financial Instruments (Details) - Line of Credit - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Carrying value | 2017 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 771.3 | $ 786.6 |
Carrying value | 2019 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 97.8 | 98.5 |
Carrying value | 2017 Second Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 0 | 310 |
Carrying value | Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 2.7 | 142.6 |
Carrying value | 2021 Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 37.3 | 0 |
Fair value | 2017 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 780 | 730.6 |
Fair value | 2019 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 98 | 93 |
Fair value | 2017 Second Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 0 | 241.8 |
Fair value | Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 2.7 | 142.6 |
Fair value | 2021 Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 37.3 | $ 0 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Less: unamortized debt issuance costs | $ 8.4 | $ 17.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Sale leaseback transaction, imputed interest rate | 8.10% | |||
Additions to assets and liabilities, sale lease financings | $ 2.9 | $ 0 | ||
Interest expense on capital lease and sale leaseback | $ 25.1 | $ 24.6 | 76.1 | 73 |
Lease termination costs | 2 | 0 | ||
Operating leases, rent expense | $ 28 | $ 29 | 150.2 | $ 87 |
Contract Termination | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease termination costs | $ 64.4 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Sale-leaeback, remaining lease term | 24 months | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Sale-leaeback, remaining lease term | 36 months |
Leases - Capital Lease Arrangem
Leases - Capital Lease Arrangements (Details) $ in Millions | Sep. 30, 2021USD ($) |
Capital Leases and Sale Leaseback Obligations Arrangements | |
Remaining 2021 | $ 31.2 |
2022 | 132.9 |
2023 | 124.4 |
2024 | 114.5 |
2025 | 116.6 |
Thereafter | 2,281.7 |
Total minimum lease payments | 2,801.3 |
Less: amount representing interest | (1,853.3) |
Present value of net minimum lease payments | 948 |
Less: current portion | (40.7) |
Capital leases, net of current portion | $ 907.3 |
Leases - Operating Leases Matur
Leases - Operating Leases Maturity (Details) $ in Millions | Sep. 30, 2021USD ($) |
Lease receipts | |
Remaining 2021 | $ 3.1 |
2022 | 12.2 |
2023 | 12.2 |
2024 | 12.2 |
2025 | 12.2 |
Thereafter | 16.3 |
Total minimum lease receipts/payments | 68.2 |
Lease commitments | |
Remaining 2021 | 14.9 |
2022 | 59.7 |
2023 | 58.4 |
2024 | 56.3 |
2025 | 43.3 |
Thereafter | 312.4 |
Total minimum lease receipts/payments | 545 |
Operating leases, future minimum payments due, future minimum sublease rentals | $ 47.4 |
Long-term debt - Summary of Lon
Long-term debt - Summary of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 918.2 | |
Less: unamortized debt issuance costs | (8.4) | $ (17.1) |
Total carrying value of debt | 909.8 | 1,320.6 |
Less: current maturities of long-term debt | (9.2) | (9.1) |
Long-term debt, net current portion | 900.6 | 1,311.5 |
2017 First Lien Term Facility due May 2024 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 780.4 | 786.6 |
2019 First Lien Term Facility due May 2024 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 97.8 | 98.5 |
2017 Second Lien Term Facility due May 2025 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 310 |
Revolving Facility due November 2023 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 40 | $ 142.6 |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) - USD ($) | May 10, 2021 | May 07, 2021 | May 13, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | May 01, 2017 |
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 1,275,000,000 | ||||||
Line of Credit | Revolving Facility | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from long-term lines of credit | $ 40,000,000 | ||||||
Repayments of lines of credit | $ 19,600,000 | ||||||
Loss on extinguishment of debt | $ 5,200,000 | ||||||
Line of Credit | Revolving Facility | 2017 Revolving Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | ||||||
Line of credit facility commitments exchanged | $ (141,300,000) | ||||||
Debt instrument, term | 5 years | ||||||
Line of credit facility, interest rate at period end | 3.10% | ||||||
Line of Credit | Revolving Facility | 2021 Revolving Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |||||
Line of credit facility commitments exchanged | $ 120,100,000 | ||||||
Debt instrument, term | 18 months | ||||||
Line of credit facility, commitment fee percentage | 0.125% | ||||||
Line of Credit | Revolving Facility | 2021 Revolving Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate, alternative base rate | 1.00% | ||||||
Line of Credit | Revolving Facility | 2021 Revolving Facility | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate, alternative base rate | 0.50% | ||||||
Line of Credit | Revolving Facility | 2021 Revolving Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||
Debt Instrument, basis spread on variable rate, alternative base rate | 1.50% | ||||||
Line of Credit | Revolving Facility | 2021 Revolving Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Debt Instrument, basis spread on variable rate, alternative base rate | 2.00% | ||||||
Secured Debt | 2017 First Lien Term Facility | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 815,000,000 | ||||||
Debt instrument, term | 7 years | ||||||
Debt instrument, interest rate, stated percentage | 1.00% | 1.00% | |||||
Line of credit facility, interest rate at period end | 4.00% | 4.00% | |||||
Secured Debt | 2017 First Lien Term Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||
Secured Debt | 2017 First Lien Term Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Secured Debt | 2017 Second Lien Term Facility | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 310,000,000 | ||||||
Secured Debt | 2017 Second Lien Term Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 6.25% | ||||||
Secured Debt | 2017 Second Lien Term Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 7.25% | ||||||
Secured Debt | 2019 First Lien Term Facility | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from long-term lines of credit | $ 100,000,000 | ||||||
Debt instrument, term | 5 years | ||||||
Debt instrument, interest rate, stated percentage | 1.00% | 1.00% | |||||
Line of credit facility, interest rate at period end | 5.00% | 5.00% | |||||
Secured Debt | 2019 First Lien Term Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Secured Debt | 2019 First Lien Term Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% |
Long-term debt - Maturities of
Long-term debt - Maturities of Long-term Debt (Details) $ in Millions | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2021 | $ 2.2 |
2022 | 11.8 |
2023 | 46.4 |
2024 | 857.8 |
2025 | 0 |
Total carrying value of debt | $ 918.2 |
Long-term debt - Interest Expen
Long-term debt - Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense on debt, net of capitalized interest | $ 11.6 | $ 16.2 | $ 44.1 | $ 50.3 |
Interest expense on capital leases | 25.1 | 24.7 | 76.1 | 73.1 |
Amortization of deferred financing costs and fees | 6.4 | 1.5 | 9.1 | 4.4 |
Interest Expense | $ 43.1 | $ 42.4 | $ 129.3 | $ 127.8 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Jul. 29, 2021 | |
Derivative [Line Items] | ||
Exercise price per warrant (in dollars per share) (less than) | $ 11.50 | |
Expected term (in years) | 4 years 9 months 18 days | 5 years |
Warrants redemption price per warrant (in dollars per share) | $ 0.10 | |
Class of warrant threshold days prior written notice of redemption | 30 days | |
Sale of stock (in dollars per share) | $ 10 | |
Common Class A | ||
Derivative [Line Items] | ||
Sale of stock (in dollars per share) | $ 10 | |
Public Warrants (Level 1) | ||
Derivative [Line Items] | ||
Number of warrants outstanding | 11,620,383 | |
Class of warrant threshold days prior written notice of redemption | 30 days | |
Warrants redemption, price per warrant | $ 0.01 | |
Public Warrants (Level 1) | Common Class A | ||
Derivative [Line Items] | ||
Sale of stock (in dollars per share) | $ 18 | |
Stock convertible threshold trading days | 20 days | |
Stock convertible threshold consecutive trading days | 30 days | |
Private Warrants (Level 3) | ||
Derivative [Line Items] | ||
Number of warrants outstanding | 8,576,940 | |
Warrant | ||
Derivative [Line Items] | ||
Exercise price per warrant (in dollars per share) (less than) | $ 9.20 | |
Threshold issue price for capital raising purposes In connection with closing of business combination (in dollars per share) (less than) | $ 9.20 | |
Class of warrant or right adjustment of exercise price warrants or rights percentage based on market value and newly issued price | 115.00% |
Warrant Liabilities - Change in
Warrant Liabilities - Change in Warrant Liability (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Warrants and Rights Outstanding [Roll Forward] | |
Balance at the beginning of the period | $ 0 |
Warrant liabilities assumed on July 29, 2021 | 41.8 |
Change in the fair value of the warrant liabilities | 2.7 |
Balance at the end of the period | 44.5 |
Private Warrants (Level 3) | |
Warrants and Rights Outstanding [Roll Forward] | |
Balance at the beginning of the period | 0 |
Warrant liabilities assumed on July 29, 2021 | 18.6 |
Change in the fair value of the warrant liabilities | 2 |
Balance at the end of the period | 20.6 |
Fair Value, Inputs, Level 1 | Public Warrants (Level 1) | |
Warrants and Rights Outstanding [Roll Forward] | |
Balance at the beginning of the period | 0 |
Warrant liabilities assumed on July 29, 2021 | 23.2 |
Change in the fair value of the warrant liabilities | 0.7 |
Balance at the end of the period | $ 23.9 |
Warrant Liabilities - Valuation
Warrant Liabilities - Valuation Techniques (Details) | Sep. 30, 2021$ / shares | Jul. 29, 2021$ / shares |
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.25 | 9.55 |
Expected term (in years) | 4 years 9 months 18 days | 5 years |
Risk free interest rate | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0094 | 0.0073 |
Volatility for Least-Square Monte Carlo Model | ||
Derivative [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.550 | 0.357 |
Shareholder's equity (Details)
Shareholder's equity (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 29, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Shares, outstanding (in shares) | 115,745,455 | 115,745,455 | |||||
Shares authorized (in shares) | 510,000,000 | 510,000,000 | |||||
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock issued (in shares) | 165,978,740 | 165,978,740 | 115,745,455 | ||||
Common stock outstanding (in shares) | 165,978,740 | 165,978,740 | 115,745,455 | ||||
Payments for repurchase of common stock | $ 97.9 | $ 0 | |||||
Preferred stock issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | ||||
Transaction Bonus | $ 5.2 | $ 0 | $ 5.2 | $ 0 | |||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Common stock outstanding (in shares) | 165,978,740 | ||||||
SIS | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, percentage of ownership after transaction | 64.00% | ||||||
SIS | |||||||
Class of Stock [Line Items] | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||
Common stock issued (in shares) | 115,745,455 | ||||||
Common stock outstanding (in shares) | 115,745,455 | ||||||
Stock redeemed or called and retired during period (in shares) | 9,645,455 | ||||||
Payments for repurchase of common stock | $ 97.9 |
Equity Compensation - Equity-ba
Equity Compensation - Equity-based Compensation Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Equity-based compensation cost | $ 1.8 | $ 1.8 | $ 5.4 | $ 5.7 |
Costs of revenues, excluding depreciation and amortization | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Equity-based compensation cost | 0 | 0.2 | 0.2 | 0.5 |
Selling, general, and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Equity-based compensation cost | $ 1.8 | $ 1.6 | $ 5.2 | $ 5.2 |
Equity Compensation - Narrative
Equity Compensation - Narrative (Details) - USD ($) | Aug. 05, 2021 | Jul. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Income tax benefit | $ 0 | $ 0 | |||
Weighted-average period | 3 years 10 months 6 days | ||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 2,000,000 | $ 2,000,000 | |||
Exercised (in shares) | 0 | ||||
Vested (in shares) | 0 | ||||
Stock options compensation expense | $ 100,000 | $ 100,000 | |||
Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | |||
2021 Plan | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized (in shares) | 13,278,299 | ||||
Vesting period (in years) | 3 years | ||||
Share-based payment award, expiration period | 10 years | ||||
Profit Unit | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total equity-based compensation costs | 42,902 | 42,902 | |||
Amount of cost not yet recognized for nonvested award | $ 2,900,000 | $ 2,900,000 | |||
Weighted-average period | 2 years | ||||
Stock option | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercisable percentage | 25.00% |
Equity Compensation - Fair Valu
Equity Compensation - Fair Value of Stock Options Awards (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021$ / shares | Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date stock price (in dollar per share) | $ 2.42 | |
Stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | |
Expected stock volatility | 30.70% | |
Risk-free interest rate | 0.87% | |
Stock price at grant date | $ 8.65 | 8.65 |
Exercise price | $ 9.55 | $ 9.55 |
Dividend yield | 0.00% |
Equity Compensation - Stock Opt
Equity Compensation - Stock Options Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Shares Subject to Options | |||
Outstanding beginning balance (in shares) | 0 | ||
Granted (in shares) | 849,233 | ||
Exercised (in shares) | 0 | ||
Expired/forfeited (in shares) | 0 | ||
Outstanding ending balance (in shares) | 849,233 | 0 | 849,233 |
Exercisable at the end of the period (in shares) | 0 | 0 | |
Vested and expected to vest at the end of the period (in shares) | 849,233 | 849,233 | |
Weighted Average Exercise Price per Share | |||
Outstanding beginning balance (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 9.55 | ||
Exercised (in dollars per share) | 0 | ||
Expired/forfeited (in dollars per shares) | 0 | ||
Outstanding ending balance (in dollars per share) | 9.55 | $ 0 | $ 9.55 |
Exercisable at the end of the period (in dollars per shares) | 0 | 0 | |
Vested and expected to vest at the end of the period (in dollars per shares) | $ 9.55 | $ 9.55 | |
Weighted Average Remaining Contractual Life (Years) | |||
Exercisable (in year) | 0 years | ||
Outstanding balance (in years) | 9 years 10 months 24 days | 0 years | |
Vested and expected to vest (in year) | 9 years 10 months 24 days | ||
Aggregate Intrinsic Value | |||
Outstanding, intrinsic value | $ 0 | $ 0 | $ 0 |
Exercisable at the end of the period | 0 | 0 | |
Vested and expected to vest at the end of the period | $ 0 | $ 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 11.1 | $ 14.6 | $ 36.9 | $ 22.7 |
Decrease in uncertain tax benefits | $ 1 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Purchase commitment | $ 6,100,000 | $ 8,200,000 |
Standby Letters of Credit | ||
Loss Contingencies [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 6,900,000 | 7,400,000 |
Letters of credit outstanding | $ 0 | $ 0 |
Certain relationships and rel_3
Certain relationships and related party transactions - Additional Information (Details) - USD ($) | May 01, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | |||||||||
Reserve | $ 500,000 | $ 1,400,000 | $ 500,000 | $ 1,400,000 | $ 1,400,000 | $ 13,500,000 | |||
Due to affiliate | 0 | 0 | 22,700,000 | ||||||
Accrued expenses | 500,000 | ||||||||
Revenues | $ 200,000 | 300,000 | $ 800,000 | 700,000 | |||||
BC Partners | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percent of financing receivable to total debt (less than) | 5.00% | 5.00% | |||||||
Appgate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes receivable, related parties | $ 120,600,000 | ||||||||
Notes payable, related parties | 154,300,000 | ||||||||
Affiliated Entity | Appgate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes receivable aggregate principal amount | $ 95,200,000 | ||||||||
Notes receivable, related parties, additional borrowing capacity | 52,500,000 | ||||||||
Notes receivable, related parties, maximum borrowing capacity | $ 147,700,000 | ||||||||
Notes receivable, related party, interest rate, percentage | 3.00% | ||||||||
Notes receivable, related parties | $ 14,900,000 | 9,300,000 | $ 14,900,000 | 9,300,000 | |||||
Aggregate amount received | 148,200,000 | 148,200,000 | |||||||
Notes receivable, related parties, reserve amount | 148,200,000 | 148,200,000 | |||||||
Affiliated Entity | Emerge Americas LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to affiliate | 0 | 0 | |||||||
Affiliated Entity | PICO Quantitative Trading, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenues | 200,000 | 600,000 | |||||||
Amount billed to related party | 200,000 | 500,000 | |||||||
Presidio Holdings | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amounts of transaction | 100,000 | ||||||||
Payments to services provided by related party | 100,000 | 100,000 | 200,000 | 200,000 | |||||
Due to related parties, current | 0 | 0 | 0 | ||||||
Amount billed to related party | 100,000 | 100,000 | 300,000 | ||||||
Management | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued expenses | 0 | 0 | 500,000 | ||||||
Altice USA, Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount billed to related party | 100,000 | 200,000 | |||||||
Transition Services Agreement | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amounts of transaction | $ 100,000 | $ 3,300,000 | |||||||
Reserve | $ 3,300,000 | $ 3,300,000 | |||||||
Service Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to affiliate | $ 22,700,000 | ||||||||
Service Fee | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Annual service fee | $ 1,000,000 | ||||||||
Designated payment one | Appgate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties, current | 117,100,000 | ||||||||
Designated payment Two | Appgate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related parties, current | $ 1,100,000 |
Certain relationships and rel_4
Certain relationships and related party transactions - Schedule of Allowance For Loan Losses Activity (Details) - Affiliated Entity - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Financing Receivable, Related Parties [Roll Forward] | |||
Beginning balance | $ 30 | $ 127.7 | $ 127.7 |
Provision for loan losses | 0 | 19.4 | |
Reversal of allowance | 0 | (117.1) | |
Net reversal of allowance for loan losses | 0 | (97.7) | |
Write offs | (30) | 0 | |
Ending balance | $ 0 | $ 30 | $ 30 |
Certain relationships and rel_5
Certain relationships and related party transactions - Summary of related party transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||||
Revenues | $ 0.2 | $ 0.3 | $ 0.8 | $ 0.7 |
Selling general and administrative expenses | 0 | (0.1) | (0.1) | (0.1) |
Impairment of notes receivable from affiliate (Note 18) | 0 | 9.4 | 0 | 18.2 |
Other income net | $ 0 | $ 0 | $ 0.1 | $ 4.2 |
Certain relationships and rel_6
Certain relationships and related party transactions - Schedule of Related Party Transactions Balances (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Accounts receivable | $ 0 | $ 4,300,000 |
Due from affiliates | 0 | 117,100,000 |
Accounts payable | 400,000 | |
Accrued expenses | 500,000 | |
Due to affiliate | $ 0 | $ 22,700,000 |
Subsequent events (Details)
Subsequent events (Details) shares in Millions | Oct. 01, 2021shares |
Subsequent Event | Restricted Stock Units (RSUs) | 2021 Plan | |
Subsequent Event [Line Items] | |
Award granted (in shares) | 3.2 |