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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
October 27, 2020 Date of Report (Date of earliest event reported)
SOLARWINDS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-38711
(Commission File Number)

81-0753267
(IRS Employer Identification No.)

7171 Southwest Parkway Building 400
Austin, Texas 78735 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (512) 682-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class Common Stock, $0.001 par value

Securities registered pursuant to Section 12(b) of the Act:

Trading Symbol SWI

Name of Each Exchange on Which Registered New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 2.02

Results of Operations and Financial Condition.

On October 27, 2020, SolarWinds Corporation ("SolarWinds") issued a press release regarding, and will hold a conference call announcing, its financial results for the fiscal quarter ended September 30, 2020. A copy of SolarWinds' press release is attached hereto as Exhibit 99.1.

The information contained in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SolarWinds refers to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number
99.1 104

Description
Press release issued by SolarWinds Corporation dated October 27, 2020. Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOLARWINDS CORPORATION

Dated: October 27, 2020

By:

/s/ Kevin B. Thompson

Kevin B. Thompson

President and Chief Executive Officer

Exhibit 99.1
SolarWinds Announces Third Quarter 2020 Results AUSTIN, Texas - October 27, 2020 - SolarWinds Corporation (NYSE: SWI), a leading provider of powerful and affordable IT management software, today reported results for its third quarter ended September 30, 2020. On a GAAP basis:
· Total revenue for the third quarter of $261.0 million, representing 8.5% growth on a reported basis. · Total recurring revenue for the third quarter of $221.7 million, representing 12.6% growth on a reported basis. Total recurring revenue includes:
 Maintenance revenue for the third quarter of $121.1 million, representing 6.5% growth on a reported basis.  Subscription revenue for the third quarter of $100.6 million, representing 21.0% growth on a reported basis. · Net income for the third quarter of $12.5 million.
On a non-GAAP basis: · Non-GAAP total revenue for the third quarter of $261.3 million, representing 7.7% year-over-year growth on a reported basis and 6.5% year-over-year growth on a constant currency basis. · Non-GAAP total recurring revenue for the third quarter of $222.0 million, representing 11.5% year-over-year growth on a reported basis and 10.2% yearover-year growth on a constant currency basis. Non-GAAP total recurring revenue includes:  Non-GAAP maintenance revenue for the third quarter of $121.1 million, representing 6.5% year-over-year growth on a reported basis.  Non-GAAP subscription revenue for the third quarter of $100.9 million, representing 18.2% year-over-year growth on a reported basis. · Adjusted EBITDA for the third quarter of $132.7 million, representing a margin of 50.8% of non-GAAP total revenue.
For a reconciliation of our GAAP to non-GAAP results, please see the tables below. "We delivered a strong performance in the third quarter of 2020 that included total non-GAAP revenue of $261 million, representing year-over-year growth of 8%, which exceeded the high end of our outlook range," said Kevin Thompson, president and CEO, SolarWinds. "In the face of what has continued to be a volatile and uncertain economic environment, we continued to execute disciplined expense management, delivering an exceptional quarter of profitability generating $133 million of Adjusted EBITDA representing a margin of 51%. This year has shown us how critical the flexibility and resiliency of IT systems must be to support today's modern businesses, which makes the work we do everyday to support IT professionals as important as ever. We believe that the trend that we saw developing in the third quarter ­ CIOs and IT organizations aggressively looking for ways to reduce costs while still maintaining a depth of monitoring to ensure peak performance ­ gives us a strong opportunity to continue to capture share in our key markets."
"The combination of our uniquely high level of profitability and focus on conversion of Adjusted EBITDA to free cash flow continued to pay dividends in the third quarter as our total cash balance reached $425 million dollars," added Bart Kalsu, executive vice president and CFO, SolarWinds " We converted approximately $108 million in unlevered free cash flow in the third quarter which puts our unlevered free cash for the first nine months of 2020 at $312 million and a year to date conversation rate of 86%. Additionally, our total non-GAAP recurring revenue grew 12% reaching $222 million dollars in the third quarter. Our non-GAAP recurring revenue included non-GAAP subscription revenue of $101 million dollars, reflecting year-over-year growth of 18%."

Additional highlights for the third quarter of 2020 include:
· During the quarter, SolarWinds' commitment to customer success earned industry recognition from the 2020 Stevie Awards for outstanding customer service and support achievement. SolarWinds understands speed to value when troubleshooting fires and managing critical systems are of top importance for IT professionals driving business performance. The company won three awards in the 14th annual Stevie Awards for Sales & Customer Service, recognizing the worldwide achievements of sales, customer service, and call center professionals; one award in the Asia-Pacific Stevie Awards, recognizing outstanding achievements to all organizations in the 22 nations of the Asia-Pacific region; and one award in the German Stevie Awards, recognizing outstanding achievements to all organizations in the European nations where German is an official language.
· SolarWinds announced a collaboration with Microsoft which will enhance monitoring and management for MSPs by integrating Microsoft 365TM capabilities with SolarWinds® N-Central and RMM. The integration is designed to deliver Microsoft Intune® device monitoring from within the SolarWinds dashboard, which means the majority of client devices can be managed from a single place, with the same configuration and alerting policies --strengthening data protection and streamlining efficiency. This integration builds on SolarWinds' commitment to deliver an integrated ecosystem that MSP partners need, enabling them to offer more comprehensive service and protection for the myriad of devices they manage.
· During the third quarter, SolarWinds also announced an expansion of its monitoring capabilities with the Cisco® Meraki® Marketplace to boost efficiencies for Meraki device monitoring, further building on the promise of a fully connected ecosystem. With this integration, MSP partners are now able to see the status of Cisco Meraki customers' devices right in their SolarWinds N-central monitoring and management dashboard, enable notifications and alerts, and monitor connectivity and traffic--as well as conduct license warranty reporting, while leveraging the power of N-central to control, customize, and help secure complex environments.
· SolarWinds announced in the third quarter it has joined the ServiceNow® Service Graph Connector Program, a new designation within the Technology Partner Program, by integrating its Orion Platform with Service Graph, helping customers to quickly, easily, and reliably load data from SolarWinds into ServiceNow ­ to realize better IT management outcomes. The new integration arms customers with the ability to automatically populate the Service Graph and CMDB with inventory discovered by SolarWinds Orion Platform products, schedule synchronization and reconciliation of asset data with Service Graph and CMDB, and build associations and stack relationships based on the discovered environment for faster root cause and impact analysis for outages.
Additional business highlights:
· SolarWinds announced it has signed a definitive agreement to acquire SentryOne, a leading technology provider of database performance monitoring and DataOps solutions on SQL Server, Azure SQL Database, and the Microsoft Data Platform. Over the past 16 years, SentryOne has built a strong, wellrespected product portfolio guided by a customer-centric model well-aligned to SolarWinds' mission and commitment to the IT professional community. The SentryOne offering complements the on-premises and cloud-native database management offerings SolarWinds has today to serve the full needs of the mid-market and better serve larger organizations. The expected addition of the SentryOne products to the SolarWinds portfolio also will amplify the depth and breadth of support SolarWinds can offer for Microsoft and Microsoft Azure environments.
Additional details on the acquisition of SentryOne will be discussed on the conference call.
Balance Sheet
At September 30, 2020, total cash and cash equivalents were $425.0 million and total debt was $1.9 billion.
The financial results included in this press release are preliminary and pending final review by the company and its external auditors. Financial results will not be final until SolarWinds files its quarterly report on Form 10-Q for the period. Information about SolarWinds' use of non-GAAP financial measures is provided below under "Non-GAAP Financial Measures."
Financial Outlook
As of October 27, 2020, SolarWinds is providing its financial outlook for the fourth quarter of 2020 and full year 2020. The financial information below represents forward-looking non-GAAP financial information, including an estimate of non-GAAP revenue and revenue growth on a constant currency basis, adjusted EBITDA and non-GAAP diluted earnings per share. These

non-GAAP financial measures exclude, among other items mentioned below, stock-based compensation expense and related employer-paid payroll taxes, amortization, the impact of purchase accounting from acquisitions, costs related to the exploration of a potential spin-off of SolarWinds' MSP business and other costs related to non-recurring items. We have not reconciled our estimates of these non-GAAP financial measures to their most directly comparable GAAP measure as a result of uncertainty regarding, and the potential variability of, these excluded items in future periods. Accordingly, reconciliation is not available without unreasonable effort, although it is important to note that these excluded items could be material to our results computed in accordance with GAAP in future periods. Our reported results provide reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.
Financial Outlook for Fourth Quarter of 2020
SolarWinds' management currently expects to achieve the following results for the fourth quarter of 2020:
· Non-GAAP total revenue in the range of $261.0 to $266.0 million, representing growth over the fourth quarter of 2019 non-GAAP total revenue of 5% to 7%, or 4% to 6% on a constant currency basis assuming the same average foreign currency exchange rates as those in the fourth quarter of 2019.
· Adjusted EBITDA in the range of $123.0 to $126.0 million, representing approximately 47% of non-GAAP total revenue.
· Non-GAAP diluted earnings per share of $0.25.
· Weighted average outstanding diluted shares of approximately 317.5 million.
Financial Outlook for Full Year 2020
SolarWinds' management currently expects to achieve the following results for the full year 2020:
· Non-GAAP total revenue in the range of $1.017 to $1.022 billion, representing growth over 2019 non-GAAP revenue of 8% to 9%, or 8% to 9% on a constant currency basis assuming the same average foreign currency exchange rates as those in 2019.
· Adjusted EBITDA in the range of $486.0 to $489.0 million, representing approximately 48% of non-GAAP total revenue.
· Non-GAAP diluted earnings per share of $0.98.
· Weighted average outstanding diluted shares of approximately 315.5 million.
Additional details on the company's outlook as well as an update on the previously announced exploration of a potential spin-off of the company's MSP business will be provided on the conference call.
Conference Call and Webcast
In conjunction with this announcement, SolarWinds will host a conference call today to discuss its financial results, business, business outlook and an update on the potential spin-off of its MSP business at 4:00 p.m. CT (5:00 p.m. ET/2:00 p.m. PT). A live webcast of the call and materials presented during the call will be available on the SolarWinds Investor Relations website at http://investors.solarwinds.com. A live dial-in will be available domestically at (833) 968-2238 and internationally at +1 (825) 312-2061. To access the live call, please dial in 5-10 minutes before the scheduled start time and enter the conference ID 8865708. A replay of the webcast will be available on a temporary basis shortly after the event on the SolarWinds Investor Relations website.
Forward-Looking Statements
This press release contains "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the fourth quarter of 2020 and full year 2020, our market share and our positioning in the current economic environment. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as "aim," "anticipate," "believe," "can," "could," "seek," "should," "feel," "expect," "will," "would," "plan," "intend," "estimate," "continue," or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could

cause or contribute to such differences include, but are not limited to, the following: (a) the possibility that the global COVID-19 pandemic may adversely affect our business, results of operations and financial condition; (b) any of the following factors either generally or as a result of the impacts of the global COVID-19 pandemic on the global economy or on our business operations and financial condition or on the business operations and financial conditions of our customers, their end-customers and our prospective customers: (i) reductions in information technology spending or delays in purchasing decisions by our customers, their end-customers and our prospective customers, (ii) the inability to sell products to new customers or to sell additional products or upgrades to our existing customers, (iii) any decline in our renewal or net retention rates, (iv) the inability to generate significant volumes of high quality sales leads from our digital marketing initiatives and convert such leads into new business at acceptable conversion rates, (v) the timing and adoption of new products, product upgrades or pricing model changes by SolarWinds or its competitors, (vi) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity, (vii) risks associated with our international operations; (c) the possibility that our operating income could fluctuate and may decline as percentage of revenue as we make further expenditures to expand our operations in order to support additional growth in our business; (d) our inability to successfully identify, complete, and integrate acquisitions and manage our growth effectively; (e) our status as a controlled company; (f) risks related to the potential spin-off of our MSP business into a newly created and separately traded public company, including that the process of exploring the spin-off and potentially completing the spin-off could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the spin-off may not achieve some or all of any anticipated benefits with respect to either business, and that the spin-off may not be completed in accordance with our expected plans or anticipated timelines, or at all; and (g) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the period ended December 31, 2019 filed on February 24, 2020, the Form 10-Q for the quarter ended March 31, 2020 filed on May 8, 2020, the Form 10-Q for the quarter ended June 30, 2020 filed on August 10, 2020 and the Form 10-Q for the quarter ended September 30, 2020 that SolarWinds anticipates filing on or before November 9, 2020. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management and board of directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business.
SolarWinds also believes that these non-GAAP financial measures are used by investors and security analysts to (a) compare and evaluate its performance from period to period and (b) compare its performance to those of its competitors. These non-GAAP measures exclude certain items that can vary substantially from company to company depending upon their financing and accounting methods, the book value of their assets, their capital structures and the method by which their assets were acquired.
There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income (loss).
As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, the most comparable GAAP measures. SolarWinds' management and board of directors compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Set forth in the tables below are the corresponding GAAP financial measures for each non-GAAP financial measure presented. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are set forth in the tables below.
Non-GAAP Revenue. We define non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue, and non-GAAP total revenue as subscription revenue, maintenance revenue, license revenue, and total revenue, respectively, excluding the impact of purchase accounting from acquisitions. The non-GAAP revenue growth rates we provide

are calculated using non-GAAP revenue from the comparable prior period. We monitor these measures to assess our performance because we believe our revenue growth rates would be overstated without these adjustments. We believe presenting non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue and non-GAAP total revenue aids in the comparability between periods and in assessing our overall operating performance.
Non-GAAP Revenue on a Constant Currency Basis. We provide non-GAAP revenue on a constant currency basis to provide a framework for assessing our performance and expectations regarding future performance excluding the effect of foreign currency rate fluctuations. To present this information, current period results and future period estimated results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at the average exchange rates in effect during the corresponding prior period presented. We believe that providing non-GAAP revenue on a constant currency basis facilitates the comparison of non-GAAP revenue to prior periods.
Non-GAAP Cost of Revenue and Non-GAAP Operating Income. We provide non-GAAP cost of revenue and non-GAAP operating income and related nonGAAP margins using non-GAAP revenue as discussed above and excluding such items as the write-down of deferred revenue related to purchase accounting, amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs, spin-off exploration costs and restructuring costs. Management believes these measures are useful for the following reasons:
· Amortization of Acquired Intangible Assets. We provide non-GAAP information that excludes expenses related to purchased intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors, because the amortization of acquired intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.
· Stock-Based Compensation Expense and Related Employer-paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization's business performance.
· Acquisition and Other Costs. We exclude certain expense items resulting from our take private transaction in early 2016 and other acquisitions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. In addition, we exclude certain other costs including expense related to our offerings. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing these non-GAAP measures that exclude acquisition and other costs, allows users of our financial statements to better review and understand the historical and current results of our continuing operations, and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.
· Spin-off Exploration Costs. We exclude certain expense items resulting from the exploration of a potential spin-off transaction of our MSP business into a newly created and separately traded public company. These costs include legal, accounting and advisory fees, implementation and integration costs, duplicative costs for subscriptions, employee and contractor costs and other incremental separation costs related to the potential spin-off of the MSP business. The potential MSP spin-off transaction results in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
· Restructuring Costs. We provide non-GAAP information that excludes restructuring costs such as severance and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities and costs related to the separation of employment with executives of the Company. These costs are

inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Diluted Share. We believe that the use of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share is helpful to our investors to clarify and enhance their understanding of past performance and future prospects. Non-GAAP net income (loss) is calculated as net income (loss) excluding the adjustments to non-GAAP revenue, non-GAAP cost of revenue and non-GAAP operating income, losses on extinguishment of debt, certain other non-operating gains and losses and the income tax effect of the non-GAAP exclusions. We define non-GAAP net income (loss) per diluted share as non-GAAP net income (loss) divided by the weighted average outstanding common shares.
Adjusted EBITDA and Adjusted EBITDA Margin. We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as it is a measure we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding the impact of purchase accounting on total revenue, amortization of acquired intangible assets and developed technology, depreciation expense, stock-based compensation expense and related employer-paid payroll taxes, restructuring costs, acquisition and other costs, spin-off exploration costs, interest expense, net, debt related costs including fees related to our credit agreements, debt extinguishment and refinancing costs, unrealized foreign currency (gains) losses, and income tax expense (benefit). We define adjusted EBITDA margin as adjusted EBITDA divided by non-GAAP revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted EBITDA excludes the impact of the write-down of deferred revenue due to purchase accounting in connection with acquisitions, and therefore includes revenue that will never be recognized under GAAP; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Unlevered Free Cash Flow. Unlevered free cash flow is a measure of our liquidity used by management to evaluate cash flow from operations, after the deduction of capital expenditures and prior to the impact of our capital structure, acquisition and other costs, spin-off exploration costs, restructuring costs, employer-paid payroll taxes on stock awards and other one time items, that can be used by us for strategic opportunities and strengthening our balance sheet. However, given our debt obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.
#SWIfinancials
About SolarWinds
SolarWinds (NYSE:SWI) is a leading provider of powerful and affordable IT infrastructure management software. Our products give organizations worldwide, regardless of type, size or IT infrastructure complexity, the power to monitor and manage the performance of their IT environments, whether on-premises, in the cloud, or in hybrid models. We continuously engage with all types of technology professionals--IT operations professionals, DevOps professionals, and managed service providers (MSPs)--to understand the challenges they face maintaining high-performing and highly available IT infrastructures. The insights we gain from engaging with them, in places like our THWACK online community, allow us to build products that solve well-understood IT management challenges in ways that technology professionals want them solved. This focus on the user and commitment to excellence in end-to-end hybrid IT performance management has established SolarWinds as a worldwide leader in network management software and MSP solutions. Learn more today at www.solarwinds.com.
The SolarWinds, SolarWinds & Design, Orion, and THWACK trademarks are the exclusive property of SolarWinds Worldwide, LLC or its affiliates, are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other SolarWinds trademarks, service marks, and logos may be common law marks or are registered or pending registration. All other trademarks mentioned herein are used for identification purposes only and are trademarks of (and may be registered trademarks of) their respective companies.
© 2020 SolarWinds Worldwide, LLC. All rights reserved.

CONTACTS:
Investors: Howard Ma Phone: 512.498.6707 ir@solarwinds.com

Media:
Tiffany Nels Phone: 512.682.9535 pr@solarwinds.com

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

Assets

Current assets:

Cash and cash equivalents

$

Accounts receivable, net of allowances of $2,961 and $3,171 as of September 30, 2020 and December 31, 2019, respectively

Income tax receivable

Prepaid and other current assets

Total current assets

Property and equipment, net

Operating lease assets

Deferred taxes

Goodwill

Intangible assets, net

Other assets, net

Total assets

$

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

Accrued liabilities and other

Current operating lease liabilities

Accrued interest payable

Income taxes payable

Current portion of deferred revenue

Current debt obligation

Total current liabilities

Long-term liabilities:

Deferred revenue, net of current portion

Non-current deferred taxes

Non-current operating lease liabilities

Other long-term liabilities

Long-term debt, net of current portion

Total liabilities

Commitments and contingencies

Stockholders' equity:

Common stock, $0.001 par value: 1,000,000,000 shares authorized and 311,263,373 and 308,290,310 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated deficit

Total stockholders' equity

Total liabilities and stockholders' equity

$

September 30, 2020
424,986 $ 115,604
3,380 19,139 563,109 48,167 104,844 4,542 4,108,746 587,458 33,133 5,449,999 $
12,903 $ 56,840 16,277
157 16,007 323,313 19,900 445,397
34,839 73,171 109,936 118,876 1,885,352 2,667,571
311
--
3,092,633 51,141
(361,657) 2,782,428 5,449,999 $

December 31, 2019
173,372 121,930
1,117 23,480 319,899 38,945 89,825 4,533 4,058,198 771,513 27,829 5,310,742
13,796 47,035 14,093
248 15,714 312,227 19,900 423,013
31,173 97,884 93,084 122,660 1,893,406 2,661,220
308
--
3,041,880 (5,247)
(387,419) 2,649,522 5,310,742

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

Revenue: Subscription Maintenance Total recurring revenue License Total revenue
Cost of revenue: Cost of recurring revenue Amortization of acquired technologies Total cost of revenue
Gross profit Operating expenses:
Sales and marketing Research and development General and administrative Amortization of acquired intangibles
Total operating expenses Operating income Other income (expense):
Interest expense, net Other income (expense), net
Total other income (expense) Income before income taxes
Income tax expense
Net income Net income available to common stockholders Net income available to common stockholders per share:
Basic earnings per share
Diluted earnings per share Weighted-average shares used to compute net income available to common stockholders per share:
Shares used in computation of basic earnings per share
Shares used in computation of diluted earnings per share

Three Months Ended September 30,

2020

2019

Nine Months Ended September 30,

2020

2019

$

100,564 $

83,122 $

290,039 $

233,467

121,134

113,755

353,981

330,840

221,698

196,877

644,020

564,307

39,284

43,613

109,927

120,723

260,982

240,490

753,947

685,030

23,484 45,463 68,947 192,035

20,614 44,172 64,786 175,704

67,807 134,789 202,596 551,351

58,159 131,961 190,120 494,910

73,460 31,288 33,558 18,624 156,930 35,105

68,290 29,575 25,405 18,015 141,285 34,419

216,550 93,878 87,780 55,214
453,422 97,929

193,698 82,468 72,382 51,818 400,366 94,544

(16,792)

(27,418)

(59,200)

(82,977)

(547)

287

(942)

506

(17,339)

(27,131)

(60,142)

(82,471)

17,766

7,288

37,787

12,073

5,264

2,895

12,025

6,654

$

12,502 $

4,393 $

25,762 $

5,419

$

12,433 $

4,350 $

25,597 $

5,359

$

0.04 $

0.01 $

0.08 $

0.02

$

0.04 $

0.01 $

0.08 $

0.02

310,894 316,721

306,890 311,102

310,028 314,814

306,381 310,607

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

Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization Provision for losses on accounts receivable Stock-based compensation expense Amortization of debt issuance costs Deferred taxes (Gain) loss on foreign currency exchange rates Other non-cash expenses (benefits) Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: Accounts receivable Income taxes receivable Prepaid and other assets Accounts payable Accrued liabilities and other Accrued interest payable Income taxes payable Deferred revenue Other long-term liabilities
Net cash provided by operating activities Cash flows from investing activities
Purchases of property and equipment Purchases of intangible assets Acquisitions, net of cash acquired Other investing activities
Net cash used in investing activities Cash flows from financing activities
Proceeds from issuance of common stock under employee stock purchase plan Repurchase of common stock and incentive restricted stock Exercise of stock options Proceeds from credit agreement Repayments of borrowings from credit agreement
Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents Cash and cash equivalents
Beginning of period
End of period

Three Months Ended September 30,

2020

2019

$

12,502 $

4,393 $

69,510 (327)
21,739 2,301 (9,989) 370 88

66,647 543
8,832 2,324 (9,340) (807)
472

(8,760) (2,143) 3,283 1,730 10,695
(2) (7,264) 6,886
308 100,927

(8,070) (20) (71)
(1,085) (318) (584) 2,029 9,564 685
75,194

(8,296) (2,679)
-- -- (10,975)

(1,832) (1,121)
-- 2,512 (441)

3,049 (418) 556
-- (4,975) (1,788) 5,408 93,572

1,080 (241) 165
-- (4,975) (3,971) (5,012) 65,770

331,414

155,290

$

424,986 $

221,060 $

Nine Months Ended September 30,

2020

2019

25,762 $

5,419

205,525 2,633 45,984 6,871
(26,021) 2,009 (812)

196,687 1,494 23,917 6,915
(29,692) (907) 58

5,094 (2,247) 2,059 (1,064) 11,934
(91) (3,242) 10,249
374 285,017
(20,419) (6,861) -- --
(27,280)
5,406 (2,794)
865 -- (14,925) (11,448) 5,325 251,614
173,372 424,986 $

(781) 129 (6,243) 357 (5,327) (28) (2,356) 26,299 905 216,846
(10,606) (3,601) (349,504) 4,174 (359,537)
1,080 (382) 422 35,000 (49,925) (13,805) (5,064) (161,560)
382,620 221,060

Supplemental disclosure of cash flow information Cash paid for interest Cash paid for income taxes

$

14,574 $

25,729 $

52,723 $

77,478

$

23,692 $

9,176 $

40,447 $

35,643

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

Revenue: GAAP subscription revenue Impact of purchase accounting Non-GAAP subscription revenue GAAP maintenance revenue Impact of purchase accounting Non-GAAP maintenance revenue GAAP total recurring revenue Impact of purchase accounting Non-GAAP total recurring revenue GAAP license revenue Impact of purchase accounting Non-GAAP license revenue
Total GAAP revenue
Impact of purchase accounting
Total non-GAAP revenue

Three Months Ended September 30,

2020

2019

Nine Months Ended September 30,

2020

2019

(in thousands, except margin data)

$

100,564 $

83,122 $

290,039 $

233,467

293

2,215

2,366

4,034

100,857

85,337

292,405

237,501

121,134

113,755

353,981

330,840

--

--

--

--

121,134

113,755

353,981

330,840

221,698

196,877

644,020

564,307

293

2,215

2,366

4,034

221,991

199,092

646,386

568,341

39,284

43,613

109,927

120,723

--

--

--

--

39,284

43,613

109,927

120,723

$

260,982 $

240,490 $

753,947 $

685,030

$

293 $

2,215 $

2,366 $

4,034

$

261,275 $

242,705 $

756,313 $

689,064

GAAP cost of revenue Stock-based compensation expense and related employer-paid payroll taxes Amortization of acquired technologies Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP cost of revenue

$

68,947 $

64,786 $

202,596 $

190,120

(777)

(402)

(1,810)

(1,188)

(45,463)

(44,172)

(134,789)

(131,961)

(8)

(41)

(24)

(139)

--

--

--

--

(20)

(14)

(20)

(22)

$

22,679 $

20,157 $

65,953 $

56,810

GAAP gross profit Impact of purchase accounting Stock-based compensation expense and related employer-paid payroll taxes Amortization of acquired technologies Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP gross profit
GAAP gross margin
Non-GAAP gross margin

$

192,035 $

175,704 $

551,351 $

494,910

293

2,215

2,366

4,034

777

402

1,810

1,188

45,463

44,172

134,789

131,961

8

41

24

139

--

--

--

--

20

14

20

22

$

238,596 $

222,548 $

690,360 $

632,254

73.6 %

73.1 %

73.1 %

72.2 %

91.3 %

91.7 %

91.3 %

91.8 %

GAAP sales and marketing expense Stock-based compensation expense and related employer-paid payroll taxes Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP sales and marketing expense
GAAP research and development expense Stock-based compensation expense and related employer-paid payroll taxes Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP research and development expense

$

73,460 $

68,290 $

216,550 $

193,698

(6,739)

(2,700)

(14,760)

(7,968)

(53)

(435)

(111)

(1,664)

(115)

--

(115)

--

(149)

(327)

(182)

(660)

$

66,404 $

64,828 $

201,382 $

183,406

$

31,288 $

29,575 $

93,878 $

82,468

(4,607)

(2,650)

(11,712)

(6,301)

--

(201)

(9)

(754)

--

--

--

--

--

(2)

--

(123)

$

26,681 $

26,722 $

82,157 $

75,290

GAAP general and administrative expense Stock-based compensation expense and related employer-paid payroll taxes Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP general and administrative expense
GAAP operating expenses Stock-based compensation expense and related employer-paid payroll taxes Amortization of acquired intangibles Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP operating expenses
GAAP operating income Impact of purchase accounting Stock-based compensation expense and related employer-paid payroll taxes Amortization of acquired technologies Amortization of acquired intangibles Acquisition and other costs Spin-off exploration costs Restructuring costs
Non-GAAP operating income GAAP operating margin Non-GAAP operating margin
GAAP net income Impact of purchase accounting Stock-based compensation expense and related employer-paid payroll taxes Amortization of acquired technologies Amortization of acquired intangibles Acquisition and other costs Spin-off exploration costs Restructuring costs Tax benefits associated with above adjustments
Non-GAAP net income
GAAP diluted earnings per share Non-GAAP diluted earnings per share

Three Months Ended September 30,

2020

2019

Nine Months Ended September 30,

2020

2019

(in thousands, except margin data)

$

33,558 $

25,405 $

87,780 $

72,382

(9,744)

(3,137)

(18,220)

(8,690)

(1,115)

(1,023)

(3,853)

(4,900)

(2,517)

--

(2,517)

--

(1,986)

(1,243)

(2,166)

(3,177)

$

18,196 $

20,002 $

61,024 $

55,615

$

156,930 $

141,285 $

453,422 $

400,366

(21,090)

(8,487)

(44,692)

(22,959)

(18,624)

(18,015)

(55,214)

(51,818)

(1,168)

(1,659)

(3,973)

(7,318)

(2,632)

--

(2,632)

--

(2,135)

(1,572)

(2,348)

(3,960)

$

111,281 $

111,552 $

344,563 $

314,311

$

35,105 $

34,419 $

97,929 $

94,544

293

2,215

2,366

4,034

21,867

8,889

46,502

24,147

45,463

44,172

134,789

131,961

18,624

18,015

55,214

51,818

1,176

1,700

3,997

7,457

2,632

--

2,632

--

2,155

1,586

2,368

3,982

$

127,315 $

110,996 $

345,797 $

317,943

13.5 %

14.3 %

13.0 %

13.8 %

48.7 %

45.7 %

45.7 %

46.1 %

$

12,502 $

4,393 $

25,762 $

5,419

293

2,215

2,366

4,034

21,867

8,889

46,502

24,147

45,463

44,172

134,789

131,961

18,624

18,015

55,214

51,818

1,176

1,700

3,997

7,457

2,632

--

2,632

--

2,155

1,586

2,368

3,982

(17,045)

(14,223)

(44,135)

(41,032)

$

87,667 $

66,747 $

229,495 $

187,786

$

0.04 $

0.01 $

0.08 $

0.02

$

0.28 $

0.21 $

0.73 $

0.60

Reconciliation of GAAP Net Income to Adjusted EBITDA (Unaudited)

Net income Amortization and depreciation Income tax expense Interest expense, net Impact of purchase accounting on total revenue Unrealized foreign currency (gains) losses Acquisition and other costs Spin-off exploration costs Debt related costs Stock-based compensation expense and related employer-paid payroll taxes Restructuring costs
Adjusted EBITDA
Adjusted EBITDA margin

Three Months Ended September 30,

2020

2019

Nine Months Ended September 30,

2020

2019

(in thousands)

$

12,502 $

4,393 $

25,762 $

5,419

69,510

66,647

205,525

196,687

5,264

2,895

12,025

6,654

16,792

27,418

59,200

82,977

293

2,215

2,366

4,034

370

(807)

2,009

(907)

1,176

1,700

3,997

7,457

2,632

--

2,632

--

90

94

274

290

21,867

8,889

46,502

24,147

2,155

1,586

2,368

3,982

$

132,651 $

115,030 $

362,660 $

330,740

50.8 %

47.4 %

48.0 %

48.0 %

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

GAAP subscription revenue

$

Impact of purchase accounting

Non-GAAP subscription revenue

Estimated foreign currency impact(1)

Non-GAAP subscription revenue on a constant currency

basis

$

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

Growth Rate

2020

2019

Growth Rate

100,564 $ 293

83,122 2,215

(in thousands, except percentages)

21.0 % $

290,039 $

(2.8)

2,366

233,467 4,034

24.2 % (1.1)

100,857

85,337

18.2

292,405

237,501

23.1

(1,362)

--

(1.6)

786

--

0.3

99,495 $

85,337

16.6 % $

293,191 $

237,501

23.4 %

GAAP maintenance revenue

$

Impact of purchase accounting

Non-GAAP maintenance revenue

Estimated foreign currency impact(1)

Non-GAAP maintenance revenue on a constant currency

basis

$

121,134 $ --
121,134 (1,159)
119,975 $

113,755 --
113,755 --
113,755

6.5 % $ -- 6.5 (1.0)
5.5 % $

353,981 $ --
353,981 (149)
353,832 $

330,840 --
330,840 --
330,840

7.0 % -- 7.0 --
6.9 %

GAAP total recurring revenue

$

Impact of purchase accounting

Non-GAAP total recurring revenue

Estimated foreign currency impact(1)

Non-GAAP total recurring revenue on a constant currency

basis

$

221,698 $ 293
221,991 (2,521)
219,470 $

196,877 2,215
199,092 --
199,092

12.6 % $ (1.1) 11.5 (1.3)
10.2 % $

644,020 $ 2,366
646,386 637
647,023 $

564,307 4,034
568,341 --
568,341

14.1 % (0.4) 13.7 0.1
13.8 %

GAAP license revenue

$

Impact of purchase accounting

Non-GAAP license revenue

Estimated foreign currency impact(1)

Non-GAAP license revenue on a constant currency basis $

39,284 $ --
39,284 (270)
39,014 $

43,613 --
43,613 --
43,613

(9.9) % $ --
(9.9) (0.6) (10.5) % $

109,927 $ --
109,927 113
110,040 $

120,723 --
120,723 --
120,723

(8.9) % --
(8.9) 0.1 (8.8) %

Total GAAP revenue

$

Impact of purchase accounting

Non-GAAP total revenue

Estimated foreign currency impact(1)

Non-GAAP total revenue on a constant currency basis $

260,982 $ 293
261,275 (2,791)
258,484 $

240,490 2,215
242,705 --
242,705

8.5 % $ (0.8) 7.7 (1.1) 6.5 % $

753,947 $ 2,366
756,313 750
757,063 $

685,030 4,034
689,064 --
689,064

10.1 % (0.3) 9.8 0.1 9.9 %

Total GAAP revenue - Core IT Management

$

Impact of purchase accounting

Non-GAAP total revenue - Core IT Management

Estimated foreign currency impact(1)

Non-GAAP total revenue on a constant currency basis -

Core IT Management

$

184,819 $ 293
185,112 (1,522)
183,590 $

173,352 2,215
175,567 --
175,567

6.6 % $ (1.2) 5.4 (0.9)
4.6 % $

531,221 $ 2,366
533,587 (103)
533,484 $

491,080 4,034
495,114 --
495,114

8.2 % (0.4) 7.8
--
7.7 %

Total GAAP revenue - MSP

$

Impact of purchase accounting

Non-GAAP total revenue - MSP

Estimated foreign currency impact(1)

Non-GAAP total revenue on a constant currency basis -

MSP

$

76,163 $ --
76,163 (1,269)
74,894 $

67,138 --
67,138 --
67,138

13.4 % $ --
13.4 (1.9)
11.6 % $

222,726 $ --
222,726 853
223,579 $

193,950 --
193,950 --
193,950

14.8 % --
14.8 0.4
15.3 %

_______ (1) The estimated foreign currency impact is calculated using the average foreign currency exchange rates in the comparable prior year monthly periods and applying those rates to foreign-
denominated revenue in the corresponding monthly periods in the three and nine months ended September 30, 2020.

Reconciliation of 2020 Non-GAAP Revenue to Adjusted Non-GAAP Revenue Assuming Rates in Previously Issued Outlook (Unaudited)

Total non-GAAP revenue Estimated foreign currency impact(2)
Total adjusted non-GAAP revenue assuming foreign currency exchange rates used in previously issued outlook

Three Months Ended September 30, 2020

(in thousands)

$

261,275

(1,301)

$

259,974

________ (2) Estimated foreign currency impact represents the impact of the difference between the actual foreign currency exchange rates in the period used to calculate our three months ended
September 30, 2020 actual non-GAAP results and the rates assumed in our previously issued outlook dated August 6, 2020.

Total non-GAAP revenue Estimated foreign currency impact
Non-GAAP total revenue on a constant currency basis(1)
Total non-GAAP revenue Estimated foreign currency impact
Non-GAAP total revenue on a constant currency basis(1)

Reconciliation of Non-GAAP Revenue Outlook

Q4 2020

Low

High

Low(2)

(in millions, except year-over-year percentages)

$

261 $

266

5 %

(3)

(3)

(1)

$

258 $

263

4 %

Full Year 2020

Low

High

Low(2)

(in millions, except year-over-year percentages)

$

1,017 $

1,022

8 %

(1)

(1)

--

$

1,016 $

1,021

8 %

High(2)
7 % (1) 6 %
High(2)
9 % -- 9 %

________ (1) Non-GAAP revenue on a constant currency basis is calculated using the average foreign currency exchange rates in the comparable prior year periods and applying those rates to the
estimated foreign-denominated revenue in the corresponding periods rather than the forecasted foreign currency exchange rates for the future periods. (2) Revenue growth rates are calculated using non-GAAP revenue from the comparable prior period.

Reconciliation of Unlevered Free Cash Flow (Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Net cash provided by operating activities

$

Capital expenditures(1)

Free cash flow

Cash paid for interest and other debt related items

Cash paid for acquisition and other costs, spin-off exploration costs, restructuring costs, employerpaid payroll taxes on stock awards and other one time items

Unlevered free cash flow (excluding forfeited tax shield)

Forfeited tax shield related to interest payments(2)

Unlevered free cash flow

$

100,927 $ (10,975) 89,952 14,583
6,970 111,505
(3,279) 108,226 $

(in thousands)
75,194 $ (2,953) 72,241 25,771
3,922 101,934
(5,789) 96,145 $

285,017 $ (27,280) 257,737 52,694
13,415 323,846 (11,863) 311,983 $

216,846 (14,207) 202,639 76,379
14,542 293,560 (17,433) 276,127

_______________ (1) Includes purchases of property and equipment and purchases of intangible assets. (2) Forfeited tax shield related to interest payments assumes a statutory rate of 22.5% for the three and nine months ended September 30, 2020 and 2019.

Supplemental Reconciliation of Compound Annual Growth Rate (CAGR) on GAAP Revenue to Non-GAAP Revenue on a Constant Currency Basis
(Unaudited)

GAAP total revenue - Core IT Management Impact of purchase accounting
Non-GAAP total revenue - Core IT Management Estimated foreign currency impact(1)
Non-GAAP total revenue on a constant currency basis - Core IT Management

Three Months Ended

March 31, 2018

September 30, 2020

(in millions, except percentages)

$

142.1 $

184.8

1.3

0.3

143.4 --

185.1 1.6

$

143.4 $

186.7

CAGR(2)
11 % 11 % 11 %

GAAP total revenue - MSP Impact of purchase accounting
Non-GAAP total revenue - MSP Estimated foreign currency impact(1)
Non-GAAP total revenue on a constant currency basis - MSP

$

54.8 $

76.2

0.2

--

55.0

76.2

--

2.8

$

55.0 $

79.0

14 % 14 % 16 %

GAAP total revenue Impact of purchase accounting
Non-GAAP total revenue Estimated foreign currency impact(1)
Non-GAAP total revenue on a constant currency basis

$

196.9 $

261.0

1.5

0.3

198.4

261.3

--

4.4

$

198.4 $

265.7

12 % 12 % 12 %

________
(1) The estimated foreign currency impact is calculated using the average foreign currency exchange rates in the three months ended March 31, 2018 and applying those rates to foreigndenominated revenue in the corresponding monthly periods in the three months ended September 30, 2020.
(2) Compound Annual Growth Rate (CAGR) is calculated based on total revenue, as adjusted if applicable, for the period from the three months ended March 31, 2018 to the three months ended September 30, 2020.