Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 13, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Address, Address Line Two | 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 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | CYXT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 414,622,946 | ||
Entity Common Stock, Shares Outstanding | 179,683,659 | ||
Entity Central Index Key | 0001794905 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | Certain portions of the Cyxtera Technologies, Inc. Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders (the “2023 Proxy Statement”) to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Form 10-K. Other than those portions of the 2023 Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the 2023 Proxy Statement shall be deemed so incorporated. |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Location | Miami, Florida |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 65.1 | $ 52.4 |
Accounts receivable, net of allowance of $0.1 and $0.3 | 28.3 | 18.3 |
Prepaid and other current assets | 38.1 | 37.5 |
Total current assets | 131.5 | 108.2 |
Property and equipment, net | 1,638.6 | |
Property and equipment, net | 1,530.8 | |
Operating lease right-of-use assets | 248 | |
Goodwill | 599.6 | 761.7 |
Intangible assets, net | 427.6 | 519.8 |
Other assets | 18 | 16.7 |
Total assets | 3,063.3 | 2,937.2 |
Current liabilities: | ||
Accounts payable | 61.9 | 57.9 |
Accrued expenses | 81.4 | 65.3 |
Current portion of operating lease liabilities | 35.3 | |
Current portion of long-term debt, finance leases and other financing obligations | 96.7 | 50.3 |
Deferred revenue | 73.1 | 60.7 |
Other current liabilities | 25.3 | 10 |
Total current liabilities | 373.7 | 244.2 |
Non current liabilities: | ||
Operating lease liabilities, net of current portion | 272 | |
Long-term debt, net of current portion | 853.5 | 896.5 |
Finance leases and other financing obligations, net of current portion | 1,078.5 | 937.8 |
Deferred income taxes | 26 | 29.9 |
Warrant liabilities | 0 | 64.7 |
Other liabilities | 75.3 | 158.2 |
Total liabilities | 2,679 | 2,331.3 |
Commitments and contingencies (Note 19) | ||
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; 179,683,659 and 166,207,190 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 1,968 | 1,816.5 |
Accumulated other comprehensive (loss) income | (7.2) | 10.8 |
Accumulated deficit | (1,576.5) | (1,221.4) |
Total shareholders' equity | 384.3 | 605.9 |
Total liabilities and shareholders' equity | $ 3,063.3 | $ 2,937.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Accounts receivable, allowance for credit loss, current | $ 0.1 | $ 0.3 |
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) | 179,683,659 | 166,207,190 |
Common stock outstanding (in shares) | 179,683,659 | 166,207,190 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 746,000,000 | $ 703,700,000 | $ 690,500,000 |
Operating costs and expenses: | |||
Cost of revenues, excluding depreciation and amortization | 402,000,000 | 390,500,000 | 390,500,000 |
Selling, general and administrative expenses | 144,300,000 | 112,800,000 | 115,500,000 |
Depreciation and amortization | 243,000,000 | 240,600,000 | 231,800,000 |
Goodwill impairment (Note 9) | 153,600,000 | 0 | 0 |
Restructuring, impairment, site closures and related costs (Note 5) | 5,200,000 | 69,800,000 | 0 |
Transaction-related costs (Note 14) | 0 | 5,200,000 | 0 |
Recovery of notes receivable from affiliate (Note 21) | 0 | 0 | (97,700,000) |
Total operating costs and expenses | 948,100,000 | 818,900,000 | 640,100,000 |
(Loss) income from operations | (202,100,000) | (115,200,000) | 50,400,000 |
Interest expense, net | (163,300,000) | (164,900,000) | (169,400,000) |
Other expenses, net | (2,200,000) | (100,000) | (300,000) |
Change in fair value of the warrant liabilities | 11,800,000 | (25,500,000) | 0 |
Total loss before income taxes | (355,800,000) | (305,700,000) | (119,300,000) |
Income tax benefit (expense) | 700,000 | 47,800,000 | (3,500,000) |
Net loss | $ (355,100,000) | $ (257,900,000) | $ (122,800,000) |
Loss per Share | |||
Basic (in dollars per share) | $ (1.99) | $ (1.94) | $ (1.06) |
Diluted (in dollars per share) | $ (1.99) | $ (1.94) | $ (1.06) |
Weighted average number of shares outstanding | |||
Basic (in share) | 178,144,676 | 133,126,171 | 115,745,455 |
Diluted (in share) | 178,144,676 | 133,126,171 | 115,745,455 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (355.1) | $ (257.9) | $ (122.8) |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | (18) | (5.9) | 8.7 |
Other comprehensive (loss) income | (18) | (5.9) | 8.7 |
Comprehensive loss | $ (373.1) | $ (263.8) | $ (114.1) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) $ in Millions | Total | Previously Reported | Retroactive application of recapitalization | Class A common stock | Class A common stock Previously Reported | Class A common stock Retroactive application of recapitalization | Additional paid-in capital | Additional paid-in capital Previously Reported | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) Previously Reported | Accumulated deficit | Accumulated deficit Previously 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 | 8.2 | 8.2 | ||||||||||
Cybersecurity Spinoff (2019) | 1.5 | 1.5 | ||||||||||
Net loss | (122.8) | (122.8) | ||||||||||
Other comprehensive income (loss) | 8.7 | 8.7 | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 115,745,455 | |||||||||||
Ending 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 | 9.5 | 9.5 | ||||||||||
Net loss | (257.9) | (257.9) | ||||||||||
Other comprehensive income (loss) | (5.9) | (5.9) | ||||||||||
Capital redemption (in shares) | (9,645,455) | |||||||||||
Capital redemption | (97.9) | (97.9) | ||||||||||
Reverse recapitalization, net of transaction costs (in shares) | 59,878,740 | |||||||||||
Reverse recapitalization, net of transaction costs | 392.3 | 392.3 | ||||||||||
Capital contribution | 5.2 | 5.2 | ||||||||||
Issuance of shares related to exercise of warrants (in shares) | 228,450 | |||||||||||
Issuance of shares related to exercise of warrants | $ 2.8 | 2.8 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 166,207,190 | 166,207,190 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 605.9 | $ 0 | 1,816.5 | 10.8 | (1,221.4) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 22.3 | 22.3 | ||||||||||
Net loss | (355.1) | (355.1) | ||||||||||
Other comprehensive income (loss) | (18) | (18) | ||||||||||
Issuance of shares related to exercise of warrants (in shares) | 4,859,162 | |||||||||||
Issuance of shares related to exercise of warrants | 54.2 | 54.2 | ||||||||||
Issuance of shares related to exercise of optional shares purchase options (in shares) | 7,500,000 | |||||||||||
Issuance of shares related to exercise of optional shares purchase options | $ 75 | 75 | ||||||||||
Issuance of shares for Restrictive Stock Units vesting (in shares) | 1,117,307 | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 179,683,659 | 179,683,659 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 384.3 | $ 0 | $ 1,968 | $ (7.2) | $ (1,576.5) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||
Net loss | $ (355,100,000) | $ (257,900,000) | $ (122,800,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 243,000,000 | 240,600,000 | 231,800,000 |
Gain on sale of fixed assets | (200,000) | 0 | 0 |
Restructuring, impairment, site closures and related costs | 0 | 2,000,000 | 0 |
Amortization of favorable/unfavorable leasehold interests, net | 0 | 3,700,000 | 3,100,000 |
Loss on extinguishment of debt and amortization of debt issuance costs and fees, net | 3,900,000 | 10,100,000 | 5,800,000 |
Goodwill impairment (Note 9) | 153,600,000 | 0 | 0 |
Recovery of notes receivable from affiliate (Note 21) | 0 | 0 | (97,700,000) |
Equity-based compensation | 22,300,000 | 9,500,000 | 8,200,000 |
Reversal of provision for doubtful accounts | (500,000) | (1,200,000) | (5,500,000) |
Change of fair value of warrant liabilities | (11,800,000) | 25,500,000 | 0 |
Deferred income taxes | (2,300,000) | (48,200,000) | 1,100,000 |
Non-cash interest expense, net | 10,200,000 | 9,700,000 | 12,000,000 |
Changes in operating assets and liabilities, excluding impact of acquisitions and dispositions: | |||
Accounts receivable | (10,900,000) | 16,400,000 | 37,400,000 |
Prepaid and other current assets | 2,200,000 | 3,600,000 | 15,000,000 |
Due from affiliates | 0 | 0 | 800,000 |
Other assets | (2,800,000) | 6,500,000 | 4,300,000 |
Operating lease right-of-use assets | 34,900,000 | ||
Operating lease liabilities | (33,900,000) | ||
Accounts payable | (800,000) | (10,100,000) | (7,100,000) |
Accrued expenses | 17,000,000 | (22,900,000) | 10,200,000 |
Due to affiliates | 0 | (22,700,000) | (2,100,000) |
Other liabilities | 28,600,000 | 61,200,000 | 22,100,000 |
Net cash provided by operating activities | 97,400,000 | 25,800,000 | 116,600,000 |
Cash flows from investing activities: | |||
Purchases for property and equipment | (131,800,000) | (77,500,000) | (83,200,000) |
Amounts received from (advanced to) affiliate (Note 21) | 0 | 117,100,000 | (19,400,000) |
Net cash (used in) provided by investing activities | (131,800,000) | 39,600,000 | (102,600,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt and other financing obligations | 42,000,000 | 40,000,000 | 91,700,000 |
Proceeds from recapitalization, net of issuance costs | 0 | 434,500,000 | 0 |
Capital contribution | 0 | 5,200,000 | 0 |
Proceeds from sale-leaseback financing | 30,000,000 | 5,000,000 | 46,000,000 |
Repayment of long-term debt | (46,900,000) | (461,700,000) | (10,300,000) |
Repayment of finance leases and other financing obligations | (49,200,000) | (62,100,000) | (36,400,000) |
Proceeds from the exercise of warrants, net of redemptions | 1,300,000 | 0 | 0 |
Proceeds from the exercise of the optional shares purchase options | 75,000,000 | 0 | 0 |
Capital redemption | 0 | (97,900,000) | 0 |
Net cash provided by (used in) financing activities | 52,200,000 | (137,000,000) | 91,000,000 |
Effect of foreign currency exchange rates on cash | (5,100,000) | 3,300,000 | 2,700,000 |
Net increase (decrease) in cash | 12,700,000 | (68,300,000) | 107,700,000 |
Cash at beginning of period | 52,400,000 | 120,700,000 | 13,000,000 |
Cash at end of period | 65,100,000 | 52,400,000 | 120,700,000 |
Supplemental cash flow information: | |||
Cash (refund) paid for income taxes, net | (400,000) | 4,500,000 | 3,600,000 |
Cash paid for interest | 40,800,000 | 58,600,000 | 157,400,000 |
Non-cash purchases of property and equipment | $ 38,500,000 | $ 65,700,000 | $ 55,300,000 |
Organization and description of
Organization and description of the business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of the business | Organization and description of the business Cyxtera Technologies, Inc. (“Cyxtera” or the “Company”) is a global data center leader in retail colocation and interconnection services. Cyxtera’s data center platform consists of 65 data centers across 33 markets on three continents. 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. (now known as Cyxtera Technologies, LLC), 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 (now known as Cyxtera Holdings, 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 Holdings 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 Annual Report on Form 10-K 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 the former Cyxtera Technologies, Inc. (now known as Cyxtera Technologies, LLC) 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, Business Combinations . 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 (“Class A common stock”), issued to Legacy Cyxtera’s shareholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies a) Basis of presentation and use of estimates The accompanying consolidated financial statements are presented in accordance with US generally accepted accounting principles (“US GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates and assumptions. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, assets acquired, and liabilities assumed from acquisitions, asset retirement obligations and income taxes. b) Risks and uncertainties Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include, but are not limited to, asset and goodwill impairments, allowance for doubtful accounts, stock-based compensation forfeiture rates, the incremental borrowing rate for leases, future asset retirement obligations and the potential outcome of future tax consequences of events that have been recognized in the consolidated financial statements. Actual results and outcomes may differ from these estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment. c) Principles of consolidation and foreign currency translation The consolidated financial statements include Cyxtera accounts and the accounts of entities in which Cyxtera has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. The functional currency of each of the Company’s operating subsidiaries is generally the currency of the economic environment in which the subsidiary primarily does business. The Company’s foreign subsidiaries’ financial statements are translated into dollars using the foreign exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated using the end-of-period foreign exchange spot rates. Income and expenses are translated at the average foreign exchange rates for each period. Equity accounts are translated at historical foreign exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated statements of shareholders’ equity. For any transaction that is denominated in a currency different from the transacting entity’s functional currency, the Company records a gain or loss based on the difference between the foreign exchange rate at the transaction date and the foreign exchange rate at the transaction settlement date (or rate at period end, if unsettled) which is included within selling, general and administrative expenses in the consolidated statements of operations. d) Financial instruments and concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. The Company operates primarily in the United States; realization of its customer accounts receivable and its future operations and cash flows could be affected by adverse economic conditions in the United States. During the years ended December 31, 2022, 2021 and 2020, Lu men Technologies I nc, formerly known as CenturyLink Inc., (“Lumen”), the Company’s largest customer, accounted for approximately 10%, 11%, and 14%, respectively, of the Company’s consolidated revenue. Revenues from Lumen are recognized pursuant to a Master Services Agreement (the “MSA”), dated May 1, 2017, between the Company and Lumen. The MSA originally had an initial term of three years, subject to renewal, and contained provisions related to rental of space for an initial term of 10 years, subject to renewal – see Note 11—Leases, for the related disclosure on minimum lease receipts. On July 10, 2020, the Company entered into a new master agreement with Lumen (the “Master Agreement”). The Master Agreement replaced the MSA with retroactive effect to May 1, 2020, and provides for services with staggered terms through April 30, 2025. Provisions related to the rental of space were included on substantially the same terms as provided under the MSA. In connection with the execution and delivery of the Master Agreement, the Company also settled various other amounts due from and due to Lumen, which resulted in a net gain of approximately $11.0 million. This net gain will be recognized over the five-year term of the Master Agreement. During the years ended December 31, 2022, 2021 and 2020, no other customer accounted for more than 5% of the Company’s consolidated revenues. e) Property and equipment Property and equipment is recorded at the Company’s original cost or fair value for property, plant and equipment acquired through acquisition, net of accumulated depreciation and amortization. In general, depreciation is computed using the straight-line method over the estimated useful life of the asset being depreciated. Leasehold improvements are amortized over the shorter of the useful life of the asset or the length of the expected lease term. When property, plant and equipment is sold or otherwise disposed of, the costs and accumulated depreciation are generally removed from the accounts and any gain or loss is recognized in income. The estimated useful lives used in computing depreciation and amortization are as follows: Asset class Estimated useful Buildings 10—40 Leasehold improvements 3—40 Personal property 2—15 The Company’s construction in progress is stated at original cost. Construction in progress consists of costs incurred under construction contracts, including services related to project management, engineering and schematic design, design development and construction and other construction-related fees and services. The Company has contracted out substantially all of its current construction and expansion projects to independent contractors. In addition, the Company generally capitalizes interest costs during the construction phase. During the years ended December 31, 2022 and 2021, the Company capitalized interest of $4.5 million and $1.7 million, respective ly. At the time a construction or expansion project becomes operational, these capitalized costs are allocated to certain property and equipment assets and are depreciated over the estimated useful lives of the underlying assets. Major improvements are capitalized, while maintenance and repairs are expensed when incurred. f) Long-lived assets Long-lived assets, such as property, plant and equipment and intangible assets subject to amortization, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Some of the events and circumstances that would trigger an impairment review include, but are not limited to, a significant decrease in market price of a long-lived asset, a significant adverse change in legal factors or business climate that could affect the value of a long-lived asset, or a continuous deterioration of the Company’s financial condition. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized based on the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment charges on long-lived assets during the years ended December 31, 2022, 2021 and 2020. g) Asset retirement obligations The Company has asset retirement obligations (each an “ARO”) primarily associated with its obligations to retire long-lived assets from leased properties under long-term arrangements and, to a lesser extent, the removal and disposal of fuel tanks from both leased and owned properties. AROs are initially measured at fair value and recognized at the time the obligation is incurred. Upon initial recognition, a liability for the retirement obligation is recorded. The associated cost is capitalized as part of the cost basis of the related long-lived asset and depreciated over the useful life of that asset. We have several leases that require remediation of the leased premises and/or removal of all of the Company’s owned property and equipment from the leased premises at the expiration of the lease te rm. The Company’s ARO liability associated with these activities is recorded within other liabilities and was $7.2 million and $6.9 million as of December 31, 2022 and 2021, respectively, and the re lated cost is capitalized within property, plant and equipment on the consolidated balance sheets. h) Goodwill Goodwill is calculated as the excess of the purchase price over the fair value of assets acquired and liabilities assumed in connection with a business combination. Goodwill will not be amortized, but rather tested for impairment at least annually or more often if an event occurs or circumstances change which indicate impairment might exist. Goodwill is evaluated at the reporting unit level. The Company has identified a single reporting unit. The Company conducts goodwill impairment testing as of October 1st of each year or whenever an indicator of impairment exists. The Company has the option to assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If, after assessing the qualitative factors, the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, then the Company will not be required to perform a quantitative test. However, if the Company concludes that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, then it is required to perform a quantitative impairment test. The quantitative test compares the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. i) Debt issuance costs and fees Debt issuance costs and fees are capitalized and amortized over the term of the related loans based on the effective interest method. Such amortization is a component of interest expenses, net on the consolidated statements of operations. Debt issuance costs related to outstanding debt are presented as a reduction of the carrying amount of the debt liability and debt issuance fees related to the Revolving Facility (as defined in Note 12—Long-term debt) are presented within other assets on the Company’s consolidated balance sheets. j) Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the asset or liability. The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs to the calculation, as follows: Input level Description of input Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly Level 3 Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability k) Revenue Revenue recognition Cyxtera derives the majority of its revenues from recurring revenue streams, consisting primarily of colocation service fees. The Company derives revenue from colocation service fees, which include fees for the licensing of space, power and interconnection services. The Company derives the significant majority 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. The remainder of the Company’s revenues are derived from non-recurring charges, such as installation fees and professional services, including remote support to troubleshoot technical issues and turnkey structured cabling solutions. The Company’s revenue contracts are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), with the exception of certain contracts that contain lease components and are accounted for in accordance with ASC Topic 842, Leases (“Topic 842”). Under the revenue accounting guidance, revenues are recognized when control of these products and services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for the products and services. Revenues from recurring revenue streams are generally invoiced monthly in advance and recognized ratably over the term of the contract, which is generally three years. Non-recurring installation fees, although generally invoiced in a lump sum upon installation, are deferred and recognized ratably over the contract term. Professional service fees and equipment sales are also generally invoiced in a lump sum upon service delivery and are recognized in the period when the services are provided or the equipment is delivered. For contracts with customers that contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The transaction price is allocated to the separate performance obligation on a relative standalone selling price basis. The standalone selling price is determined based on overall pricing objectives, taking into consideration market conditions, geographic locations and other factors. Other judgments include determining if any variable consideration should be included in the total contract value of the arrangement, such as price increases. Revenue is generally recognized on a gross basis in accordance with the accounting standard related to reporting revenue on a gross basis as a principal versus on a net basis as an agent, as the Company is primarily responsible for fulfilling the contract, bears inventory risk and has discretion in establishing the price when selling to the customer. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records the revenue on a net basis. The Company estimates credits on contractual billings using historical data and recognizes an allowance that reduces net sales. Historically, these credits have not been significant. Occasionally, the Company enters into contracts with customers for data center, office and storage spaces, which 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. Lease revenues are included within revenues in the Company’s consolidated statements of operations. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue. Contract balances The timing of revenue recognition, billings and cash collections result in accounts receivables, contract assets and deferred revenues. A receivable is recorded at the invoice amount, net of an allowance for doubtful accounts and is recognized in the period in which the Company has transferred products or provided services to its customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company’s contracts generally do not include a significant financing component. The Company assesses collectability based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. The Company generally does not request collateral from its customers. The Company also maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments that the Company had expected to collect. If the financial condition of the Company’s customers deteriorates or if they become insolvent, resulting in an impairment of their ability to make payments, greater allowances for doubtful accounts may be required. Management specifically analyzes accounts receivable and current economic news and trends, historical bad debts, customer concentrations, customer credit-worthiness and changes in customer payment terms when evaluating revenue recognition and the adequacy of the Company’s reserves. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectable are charged to bad debt expense, which is included in selling, general and administrative expenses in the consolidated statements of operations. Delinquent account balances are written off after management has determined that collection is not probable. A contract asset exists when the Company has transferred products or provided services to its customers, but customer payment is contingent upon satisfaction of additional performance obligations. Certain contracts include terms related to price arrangements such as price increases and free months. The Company recognizes revenues ratably over the contract term, which could potentially give rise to contract assets during certain periods of the contract term. Contract assets are recorded in prepaid and other current assets and other assets in the consolidated balance sheets. Deferred revenue (a contract liability) is recognized when the Company has an unconditional right to a payment before we transfer products or services to customers. Deferred revenue is included in other current liabilities and other liabilities in the consolidated balance sheets. Contract costs Direct and indirect incremental costs solely related to obtaining revenue generating contracts are capitalized as costs of obtaining a contract when they are incremental and if they are expected to be recovered. Such costs consist primarily of commission fees and sales bonuses, contract fulfillment costs, as well as other related payroll costs. Contract costs are amortized over the estimated period of benefit, which is estimated as three years, on a straight-line basis. For further information on revenue recognition, see Note 6—Revenue. l) Leases The Company determines if an arrangement is or contains a lease at its inception. The Company enters into lease arrangements primarily for data center spaces, office spaces and equipment. The Company recognizes a right-of-use (“ROU”) asset and lease liability on the consolidated balance sheets for all leases with a term longer than 12 months, including renewals. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are classified and recognized at the commencement date. Lease liabilities are measured based on the present value of fixed lease payments over the lease term. ROU assets consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Company. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation indices. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are included in the measurement of ROU assets and lease liabilities using the index or rate at the commencement date. Variable lease payments that do not depend on an index or a rate are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Since most of the Company’s leases do not provide an implicit rate, the Company uses its own incremental borrowing rate (“IBR”) on a collateralized basis in determining the present value of lease payments. The Company utilizes a market-based approach to estimate the IBR. The approach requires significant judgment. Therefore, the Company utilizes different data sets to estimate IBRs via an analysis of (i) yields on our outstanding traded bank loans (ii) yields on comparable credit rating composite curves and (iii) yields on comparable market curves. The majority of the Company’s lease arrangements include options to extend the lease. If the Company is reasonably certain to exercise such options, the periods covered by the options are included in the lease term. The Company recognizes rental expenses for operating leases that contain predetermined fixed escalation clauses on a straight-line basis over the expected term of the lease. The depreciable lives of certain fixed assets and leasehold improvements are limited by the expected lease term. The Company has certain leases that have an initial term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For such leases, the Company elected not to recognize any ROU asset or lease liability on the consolidated balance sheets. The Company has lease agreements with lease and non-lease components. The Company elected to account for the lease and non-lease components as a single lease component for all classes of underlying assets for which the Company has identified lease arrangements with non-lease components. Lease modifications In the normal course of business, the Company may modify leases, which could result in a change from the original lease classification (i.e. finance or operating leases). The Company remeasures the lease liability based on the lease term of the modified leases by discounting revised lease payments using a revised IBR at the effective date of the modification. The Company accounts for the remeasurement of lease liabilities and lease incentives from lessor by making corresponding adjustments to the relevant right-of-use asset. m) Restructuring charges If the Company commits to a plan to dispose of a long-lived asset before the end of its previously estimated useful life or changes its use of assets and estimated cash flows are revised accordingly, the Company may be required to record an asset impairment charge. Additionally, related liabilities may arise such as severance, contractual obligations and other accruals associated with site closures from decisions to dispose of assets. The Company estimates these liabilities based on the facts and circumstances in existence for each restructuring decision. The amounts the Company will ultimately realize or disburse could differ from the amounts assumed in arriving at the asset impairment and restructuring charges recorded. n) 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 to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 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. Upon the consummation of the Business Combination, Cyxtera assumed certain warrants issued by SVAC. Such warrants consisted of public warrants issued in SVAC’s initial public offering (“IPO”) (the “Public Warrants”) and warrants issued by SVAC to the SVAC Sponsor, LLC (the “Sponsor”) and certain clients of Starboard Value LP (the “Forward Purchasers”) in private placement transactions (the “Private Placement Warrants” and, together with the Public Warrants, the “Public and Private Placement Warrants”). The Public and Private Placement Warrants were reallocated upon the consummation of the Business Combination and 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. In December 2021, the Company announced that it would redeem all Public Warrants and Private Placement Warrants that remained outstanding at 5:00 p.m., New York City time, on January 19, 2022. In January 2022, the remaining Public Warrants and Private Placement Warrants were either exercised by the holders, or were redeemed by the Company. As a result, the Company derecognized the $64.7 million of the warrant liabilities and recognized a gain of $11.8 million (see Note 13). o) Income taxes The Company files a consolidated US federal, state, local and foreign income tax returns where applicable. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more-likely-than-not to be realized in the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. p) Equity-based compensation SIS Profit Interest Units SIS has issued equity awards in the form of profit interest units (“PIUs”) to certain employees of Cyxtera and its affiliates. Compensation expense related to PIU awards is based on the fair value of the underlying units on the grant date. Fair value of PIUs is estimated using a Black-Scholes option pricing model (“OPM”), which requires assumptions as to expected volatility, dividends, term and risk-free rates. These PIUs vest based on a service condition. For additional information regarding equity-based compensation, see Note 15—Stock-based compensation. Stock-based compensation The Company maintains the 2021 Omnibus Incentive Plan (the “2021 Plan”), an equity incentive plan under which the Company may grant equity incentive awards, including non-qualified stock options, restrictive stock units (“RSUs”) and performance stock units (“PSUs”), 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. The fair value of each restricted stock unit is estimated on the grant date using the closing stock price of Class A common stock that is being traded on the Nasdaq Stock Market, LLC (“Nasdaq”). Forfeitures are recorded as they occur. 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. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s stock are available for purchase by eligible participants. The plan allows participants to purchase the Company’s Class A common stock at 85% of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s employee stock purchase plans is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s employee stock purchase plans, expected stock price volatility is based on historical volatility of the Company’s common stock. p) Other comprehensive (loss) income Other comprehensive (loss) income refers to revenues, expenses, gains and losses that are included in comprehensive (loss) income but are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders’ equity. The Company’s other comprehensive (loss) income is composed of unrealized gains and losses on foreign currency translation adjustments. q) Advertising expenses Costs related to advertising are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. Advertising exp enses of $4.1 million, $3.2 million and $2.4 million were recorded during the years ended December 31, 2022, 2021 and 2020, respectively. r) 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 relation |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2022 | |
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 US 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 the 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 Legacy 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 $250.0 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 the Forward Purchasers for $100 million and 10,105,863 shares of SVAC Class B common stock held by the Sponsor, automatically converted to 10,105,863 shares of Class A common stock. In connection with the IPO, the Forward Purchasers and SVAC 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, exercisable anytime or from time to time during the six-month period following the day that is the first business day 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 $75.0 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 had the ability 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 day that is the first business day following the closing date of the Transactions. The exercise price of $10.00 per share was subject to adjustment in proportion to any stock dividends, stock splits, reverse stock splits or similar transactions. On January 31, 2022, SIS and the Forward Purchasers exercised the option, and Cyxtera issued 7.5 million shares of Class A common stock to SIS and the Forward Purchasers at a price of $10.00 per share, for aggregate consideration of $75.0 million. Since SIS and the Forward Purchasers exercised the option, the Company was obligated to issue shares of Class A common stock in exchange for cash (and the option 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 were indexed to the Company’s Class A common stock because the options were considered a fixed-for-fixed option on equity shares, pursuant to which the option holder would receive a fixed number of Class A common stock for a fixed conversion price of $10.00 per share. The Optional Share Purchase Agreement contained no contingent exercise or settlement provisions that 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, there were 165,978,740 shares of Class A common stock issued and outstanding, immediately following the completion of the Business Combination. The Class A common stock and Public Warrants (as defined in Note 4) commenced trading on the Nasdaq 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 $250.0 million in gross proceeds from the PIPE Investment and the $100.0 million in gross proceeds from the forward purchase, the Company received approximately $493.9 million in total cash from the Business Combination, before direct and incremental transaction costs of approximately $59.4 million and debt repayment of $433.0 million, plus accrued interest. The $433.0 million debt repayment includes the full repayment of Legacy Cyxtera’s 2017 Second Lien Term Facility (as defined in Note 12) of $310.0 million and pay down of Legacy Cyxtera’s Revolving Facility and 2021 Revolving Facility (each as defined in Note 12) of $123.0 million, plus accrued interest. In December 2021, the Company announced that it would redeem all of the Public Warrants and Private Placement Warrants (as defined in Note 4) that remained outstanding as of 5:00 p.m., New York City time, on January 19, 2022. On January 26, 2022, the Company announced that it had completed the redemption of all of its outstanding warrants that were issued under the warrant agreement and that remained outstanding at 5:00 p.m., New York City time, on January 19, 2022. Upon completion of the redemption, the Public Warrants ceased trading on the Nasdaq and were deregistered. 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 to the consolidated statements of cash flows and the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2021: Recapitalization SVAC’s trust and cash, net of redemption $ 143.9 Cash-PIPE Investment 250.0 Cash-Forward Purchase 100.0 Less: transaction cost and advisory fees, net of tax benefit (59.4) Net proceeds from reverse recapitalization 434.5 Plus: non-cash net liabilities assumed (1) (41.8) Less: accrued transaction costs and advisory fees (0.4) Net contributions from reverse recapitalization $ 392.3 (1) Represents $41.8 million of non-cash Public Warrants and Private Placement Warrants liabilities assumed. |
Loss per common share
Loss per common share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss per common share | Loss per common share Basic 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. The Company’s potential dilutive shares, which include previously outstanding public warrants (“Public Warrants”) and private placement warrants (“Private Placement Warrants”), unvested employee stock options, unvested restricted stock units (“RSUs”), unvested performance stock units (“PSUs”), unissued employee stock purchase plan shares (“ESPP shares”) and options that were issued to the Forward Purchasers and SIS pursuant to the Optional Share Purchase Agreement and subsequently exercised in 2022, have been excluded from diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding as of December 31, 2022 and 2021, from the computation of diluted net loss per share because including them would have an anti-dilutive effect: Year Ended December 31, 2022 2021 Public and Private Warrants (2) — 19,356,867 Unvested employee stock options 830,547 849,233 Unvested restrictive stock units 3,938,963 3,347,511 Optional shares (1) — 7,500,000 Unvested performance stock units 349,766 — Unissued employee stock purchase plan shares 159,626 — Total shares 5,278,902 31,053,611 (1) Optional shares were excluded from the computation of diluted loss per share for the periods these instruments represented potential dilutive common stock equivalents during the year ended December 31, 2022. (2) In addition, 19.4 million of Public Warrants and Private Placement Warrants were excluded from the computation of net loss per share for the period January 1, 2022 through January 24, 2022 because they would have had an anti-dilutive effect on the computation of diluted net loss. |
Restructuring, impairment, site
Restructuring, impairment, site closures and related costs | 12 Months Ended |
Dec. 31, 2022 | |
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 of and subleased 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 $1.8 million additional depreciation and amortization during the year ended December 31, 2021, and $0.6 million additional favorable leasehold interest amortization, recorded in cost of revenues, during the year ended December 31, 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. On January 1, 2022, the Company adopted Topic 842, and reclassified $53.0 million of the restructuring liability reserve representing lease abandonment liabilities to the ROU asset. As of December 31, 2022, the restructuring liability reserve relates to the ASC 420, Exit or Disposal Cost Obligations , lease abandonment liability for Moses Lake, which was in excess of the ROU asset adjustment. The restructuring liability reserve is included in other liabilities in the consolidated balance sheets. The activity in the restructuring liability reserve for the years e nded December 31, 2022 and 2021, w as as follows (in millions): 2022 2021 Beginning balance $ 62.3 $ — Lease termination costs — 64.4 Reclassification of deferred rent credits — 3.4 Reclassification of the restructuring liability to ROU Asset (53.0) — Accretion 0.6 3.5 Payments (1.2) (9.0) Ending balance $ 8.7 $ 62.3 During the years ended December 31, 2022 and 2021, the Company recorded accretio n of $0.6 million, and $3.5 million, resp |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The Company disaggregates revenue from contracts with customers into recurring revenues 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 composed 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. 2022 2021 2020 Recurring revenue $ 710.6 $ 671.5 $ 657.4 Non-recurring revenues 35.4 32.2 33.1 Total $ 746.0 $ 703.7 $ 690.5 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 (decrease) increase during the year ended December 31, 2020 (31.7) (8.7) (7.0) 1.0 8.5 Closing balances as of December 31, 2020 33.5 23.8 16.8 15.6 18.1 Net (decrease) increase during the year ended December 31, 2021 (15.2) (6.6) (4.7) (1.1) (3.4) Closing balances as of December 31, 2021 18.3 17.2 12.1 14.5 14.7 Net (decrease) increase during the year ended December 31, 2022 10.0 (1.5) 1.7 7.9 1.0 Closing balances as of December 31, 2022 $ 28.3 $ 15.7 $ 13.8 $ 22.4 $ 15.7 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 years ended December 31, 2022, 2021, and 2020, from the opening deferred revenue balance w as $14.3 million, $15.6 million, and $8.2 million, respectivel y. During the years ended December 31, 2022, 2021 and 2020, no impairment loss related to contract balances was recognized in the consolidated statements of operations. In addition to the contract liability amounts shown above, deferred revenue on the consolidated balance sheets includes $50.7 million, $46.1 million, and $44.6 million of advanced billings as of December 31, 2022, 2021 and 2020, respectively. Contract costs The ending balance of net capitalized contract costs as of December 31, 2022, 2021 and 2020 was $29.5 million, $29.3 million, and $40.6 million, respectively, $15.7 million, $17.2 million and $23.8 million of which were included in prepaid and other current assets in the consolidated balance sheets as of December 31, 2022, 2021 and 2020, respectively, and $13.8 million, $12.1 million, and $16.8 million o f which were included in other assets in the consolidated balance sheets as of December 31, 2022, 2021 and 2020, respectively. For the years ended December 31, 2022, 2021 and 2020, $19.5 million, $26.5 million, and $35.1 million, respectively, of contract costs was amortized, $6.6 million, $15.2 million, and $24.1 million of which were included in cost of revenues, excluding depreciation and amortization in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively, and $12.9 million, $11.3 million, and $11.0 million, of which were included in selling, general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2022, 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 three years. Under these arrangements, the Company bills customers 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 yet 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 unsatisfied as of December 31, 2022, was $942.3 million, of which 43%, 27% and 31% is e xpected 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 or partially unsatisfied as of December 31, 2021 was $818.0 million, of which 45%, 27% and 28% is ex pected 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 | 12 Months Ended |
Dec. 31, 2022 | |
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 year en ded December 31, 2022 and 2021 was as follows (in millions): 2022 2021 Beginning balance $ 0.3 $ 1.4 Current period provisions 0.1 0.1 Recoveries and reversal of allowance (0.3) (1.2) Ending balance $ 0.1 $ 0.3 During the year ended December 31, 2022, the Company recorded recoveries and decreased our allowance by $0.3 million . During the year ended December 31, 2021, the Company recorded recoveries and decreased our allowance by $1.2 million . The allowance for doubtful accounts was impacted to a lesser extent from foreign currency translation during the same period. Factored receivables On February 9, 2021, a subsidiary of Cyxtera entered into a Master Receivables Purchase Agreement (the “Factoring 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 could be extended for a period of 540 days provided that the Factor had the right to impose additional conditions to its obligations to complete any purchase after 360 days. The Factor did not impose any such additional conditions. Pursuant to the terms of the arrangement, a subsidiary of the Company would, 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 allowed for up to 85% of the face amount of an invoice to be factored. The unused balance fee under the arrangement was 2%. During the year ended December 31, 2022, the Company’s subsidiary factored $10.9 million receivables and received $10.7 million, net of fees of $0.2 million. During the year ended December 31, 2021, the Company’s subsidiary factored $101.2 million receivables and received $99.5 million, net of fees of $1.7 million. Cash collected under this arrangement is reflected within the change in accounts receivables in the consolidated statement of cash flows. On August 31, 2022, the Company terminated the Factoring Agreement. Accounts Receivable Sales Program On August 31, 2022, the Company entered into an Accounts Receivable Sales Program with PNC Bank, National Association and the other parties thereto (the “A/R Program”) for an investment limit of $37.5 million, which terminates on August 31, 2025 unless extended. Under the A/R Program, certain of the Company’s wholly owned subsidiaries continuously sell (or contribute) receivables to a wholly owned special purpose entity at fair market value. The Company then designates certain of the receivables to be sold by the special purpose entity to an unaffiliated financial institution (the “Purchaser”) and the special purpose entity grants a security interest in the remaining receivables to the Purchaser such that the Purchaser has recourse to all receivables transferred to the special purpose entity to recover its investment. Although the special purpose entity is a wholly owned subsidiary of the Company, it is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of i ts assets prior to any assets or value in such special purpose entity becoming available to its equity holders and its assets are not available to pay other creditors of the Company. As of December 31, 2022, the Company had $17.3 million drawn on the investment limit. The investments sold by the Company bears a discount based on a variable rate which is based on the Secured Overnight Financing Rate (“SOFR”) plus a margin. All transactions under the A/R Program and the Factoring Agreement were accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“Topic 860”). Following the sale and transfer of the receivables to the Purchaser, the receivables are legally isolated from the Company and its subsidiaries, and the Company sells, conveys, transfers and assigns to the Purchaser all its rights, title and interest in the receivables. Receivables sold are derecognized from the statement of financial position. The Company continues to service, administer and collect the receivables on behalf of the Purchaser. The Company recognizes a liability for amounts collected on behalf of the Purchaser in accordance with Topic 860. As of December 31, 2022, the Company reported a liability of $20.2 million due to the Purchaser in other current liabilities in the consolidated balance sheets. Prepaid and other current assets Prepaid and other current assets consist of the following as of December 31, 2022 and 2021 (in millions): 2022 2021 Contract asset, current $ 15.7 $ 17.2 Prepaid expenses 22.2 19.3 Other current assets 0.2 1.0 Total prepaid and other current assets $ 38.1 $ 37.5 |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consist of the following as of December 31, 2022 and 2021 (in millions): 2022 2021 Land $ 10.6 $ 10.6 Buildings 1,168.3 1,030.4 Leasehold improvements 945.8 933.5 Personal property 253.3 222.9 Construction in progress 135.5 65.2 2,513.5 2,262.6 Less: accumulated depreciation and amortization (874.9) (731.8) Property, plant and equipment, net $ 1,638.6 $ 1,530.8 Asset s under finance leases (formerly known as capital leases) and related accumulated amortization are $1,130.9 million and $235.2 million, respectively, as of December 31, 2022, and $943.8 million and $193.4 million, respectively, as of December 31, 2021. |
Goodwill and Intangible assets
Goodwill and Intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible assets | Goodwill and Intangible assets Goodwill w as $599.6 million and $761.7 million as of December 31, 2022 and 2021, respectively. The changes in the carrying amount of goodwill during the years ended December 31, 2022 and 2021 are as follows (in millions): Balance as of January 1, 2021 $ 762.2 Impact of foreign currency translation (0.5) Balance as of December 31, 2021 761.7 Goodwill Impairment (153.6) Impact of foreign currency translation (8.5) Balance as of December 31, 2022 $ 599.6 In addition, the Company has indefinite-lived intangible asse ts, which consist of internet protocol addresses of $1.3 million and $0.5 million as of December 31, 2022 and 2021, respectively. Summarized below are the carrying values for the major classes of amortizing intangible assets as of December 31, 2022 and 2021 (in millions): 2022 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 768.0 $ (341.7) $ 426.3 $ 768.0 $ (281.4) $ 486.6 Favorable leasehold interests — — — 57.6 (24.9) 32.7 Developed technology 0.3 (0.3) — 0.3 (0.3) — Total intangibles $ 768.3 $ (342.0) $ 426.3 $ 825.9 $ (306.6) $ 519.3 The main changes in the carrying amount of each major class of amortizing intangible assets during the years ended December 31, 2022 and 2021 was amortization and, to a lesser extent, the impact of foreign currency translation. In addition, on January 1, 2022, the Company adopted Topic 842 and reclassified the favorable leasehold interests to ROU assets. Amortization expense on intangible assets, excluding the impact of unfavorable leasehold interest amortization, amounted to $65.6 million and $66.2 million, respectively, for the years ended December 31, 2022 and 2021. Amortization expense for all intangible assets, except favorable leasehold interests, was recorded within depreciation and amortization expense in the consolidated statements of operations. As o f December 31, 2021, the Company had $16.2 million of unfavorable leasehold interests included within other liabilities in the accompanying consolidated balance sheets. Favorable leasehold amortization of $5.9 million, and unfavorable leasehold amortization of $2.3 million was recorded within cost of revenues, excluding depreciation and amortization in the consol idated statements of operations for the years ended December 31, 2021. The Company estimates annual amortization expense for existing intangible assets subject to amortization is as follows (in millions): For the years ending: 2023 $ 60.3 2024 60.3 2025 60.3 2026 60.3 2027 60.3 Thereafter 124.8 Total amortization expense $ 426.3 Impairment tests The Company performs annual impairment tests of goodwill on October 1st of each year or whenever an indicator of impairment exists. The Company performed the annual impairment test on October 1, 2022, and concluded there was no impairment. During the quarter ended December 31, 2022, management identified various qualitative factors collectively, indicated the Company had triggering events, including the substantial decrease in stock price, for which the Company performed a quantitative assessment as of November 30, 2022. For purposes of the Company’s 2022 quantitative annual impairment test of goodwill, fair value measurements were determined using the market capitalization based on total value of the Company as determined on a public exchange plus a control premium. As a result of the quantitative assessment performed, the implied fair value of the Company was less than carrying value as of November 30, 2022, and, as a result a pre-tax, non-cash goodwill impairment charge of $153.6 million wa s recorded for the difference. During th e year ended December 31, 2021, the Comp any performed a qualitative assessment, which consists of an assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. No impairment charges were recorded during the years ended December 31, 2021 and 2020. As of December 31, 2021, the Company concluded goodwill was not impaired as the fair value of the reporting unit exceeded its carrying value, including goodwill. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurementsThe 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 13 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 of December 31, 2022 and 2021 (in millions): 2022 2021 Carrying value Fair value Carrying value Fair value 2017 First Lien Term Facility $ 772.2 $ 780.0 $ 778.3 $ 780.0 2019 First Lien Term Facility 96.8 98.0 97.5 98.0 Revolving Facility — — 2.7 2.7 2021 Revolving Facility 42.0 42.0 37.3 37.3 The fair value of our First Lien Term Facility (as defined in Note 12) as of December 31, 2022 and 2021 was based on the quoted market price for this instrument in an inactive market, which represents a Level 2 fair value measurement. The carrying value of the Revolving Facility (as defined in Note 12) and the 2021 Revolving Facility (as defined in Note 12) approximates estimated fair value as of December 31, 2022 and 2021 due to the variability of interest rates. Debt issuance costs o f $4.0 million and $7.5 million, res |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. The Company enters into lease arrangements primarily for data center spaces, office spaces and equipment. The Company recognizes an ROU asset a nd lease liability on the consolidated balance sheets for all leases with a term longer than 12 months. The leases have remaining lease terms of 1 year to 32 years. As of December 31, 2022, the Company recorded finance lease assets of $1,130.9 million, net of accumulated amortization of $235.2 million, within property and equipment, net Lease Expenses The components of lease expenses and income are as follows (in millions): Year Ended December 31, 2022 Finance lease cost Amortization of ROU assets (1) $ 57.8 Interest on lease liabilities (2) 114.2 Total finance lease cost 172.0 Operating lease cost (3)(6) 59.8 Variable lease cost (4) 14.4 Sublease income (5) (15.6) Total lease cost $ 230.6 (1) Amortization of assets under finance leases is included in depreciation and amortization expense in the Company’s consolidated statements of operations. (2) Interest on lease liabilities is included in interest expense, net in the Company’s consolidated statements of operations. (3) Operating lease costs for data centers is included in cost of revenue, excluding depreciation and amortization in the Company’s consolidated statements of operations. Operating lease costs for office leases is included in selling, general and administrative expenses in the Company’s consolidated statements of operations. (4) Variable lease costs for operating leases is included in costs of revenue, excluding depreciation and amortization in the Company’s consolidated statements of operations. (5) The Company has subleases for certain data centers with a couple of our c ustomers. The Company also has a sublease of the Addison office space described in Note 5. Sublease and lease income of $13.8 million in connection with our customers is included in revenues in the Company’s consolidated statements of operations. Sublease income of $1.8 million in connection with the Addison office lease is included in restructuring, impairment, site closures and related costs in the Company’s consolidated statements of operations. (6) During the year ended December 31, 2022, the Company recognized $5.2 million of restructuring expenses recorded in restructuring, impairment, site closures and related costs in the consolidated statements of operations. The restructuring costs were composed of $5.8 million of operating lease cost, $0.6 million of variable lease cost, and $0.6 million of accretion expense, net of $1.8 million of income recognized from the Addison sublease . Lease costs for short-term leases were inconsequential for the year ended December 31, 2022. Other Information Other information related to leases is as follows (in millions): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from finance leases $ 104.0 Operating cash outflows from operating leases 59.6 Financing cash outflows from finance lease 49.2 Right-of-use assets obtained in exchange for lease liabilities: Finance leases 165.4 Operating leases 272.5 As of December 31, 2022 Weighted-average remaining lease term (in years) - finance leases (1) 20.5 Weighted-average remaining lease term (in years) - operating leases (1) 9.8 Weighted-average discount rate - finance leases 10.0 % Weighted-average discount rate - operating lease 8.9 % (1) Includes renewal options that are reasonably certain to be exercised. Maturities of Lease Liabilities Maturities of lease liabilities under Topic 842 as of December 31, 2022 are as follows (in millions): Operating Leases (1) Finance Leases Total 2023 $ 60.0 $ 154.8 $ 214.8 2024 59.6 145.3 204.9 2025 51.2 147.6 198.8 2026 46.7 142.0 188.7 2027 44.4 120.3 164.7 Thereafter 220.0 2,479.3 2,699.3 Total lease payments $ 481.9 $ 3,189.3 $ 3,671.2 Less: imputed interest $ (174.6) $ (2,067.5) $ (2,242.1) Total $ 307.3 $ 1,121.8 $ 1,429.1 (1) Minimum lease payments have not been reduced by minimum sublease rent als of $147.4 million due in the future under non-cancelable subleases. Future minimum lease receipts under operating lease obligations under Topic 842 as of December 31, 2022 are as follows (in millions): Lease receipts 2023 $ 26.0 2024 26.0 2025 26.1 2026 26.1 2027 19.3 Thereafter 32.0 Total minimum lease receipts $ 155.5 The future minimum lease receipts and payments under operating lease obligations under ASC Topic 840 as of December 31, 2021 are as follows (in millions): For the years ending: Lease receipts Lease commitments (1) 2022 $ 12.2 $ 60.3 2023 12.2 59.7 2024 12.2 59.2 2025 12.2 50.6 2026 12.2 46.3 Thereafter 4.1 273.8 Total minimum lease receipts/payments $ 65.1 $ 549.9 (1) Minimum lease payments have not been reduced by minimum sublease rentals of $45.1 million due in the future under non-cancelable subleases. Total rent expense, including the net impact from the amortization of ROU asset, was approximately $118.5 million for the year ended December 31, 2022 and is included within cost of revenues, excluding depreciation and amortization in the consolidated statements of operations. The future minimum lease payments under capital lease arrangements and sale-leaseback financing obligations under ASC Topic 840 as of December 31, 2021 are as follows (in millions): For the years ending: 2022 $ 135.1 2023 128.3 2024 118.5 2025 120.6 2026 119.3 Thereafter 2,285.0 Total minimum lease payments 2,906.8 Less: amount representing interest (1,930.5) Present value of net minimum lease payments 976.3 Less: current portion (38.5) Capital leases, net of current portion $ 937.8 Interest expense recorded in connection with finance leases (formerly known as capital leases) and sale-leaseback financings totaled $114.2 million and $101.5 million, respectively, for the years ended December 31, 2022 and 2021 and is included within interest expense, net in the accompanying consolidated statements of operations. Sale-leaseback financings The Company enters sale-leaseback financings, primarily relating to equipment. Amortization of assets under finance leases is included in depreciation and amortization expense in the Company’s consolidated statements of operations. Payments on sale-leaseback financings are included in repayments of sale-leaseback financings in the Company’s consolidated statements of cash flows. During the years ended December 31, 2022 and 2021, the Company had additions to assets and liabilities recorded as sale-leaseback financings of $30.0 million and $5.0 million, respectively. During the years ended December 31, 2022 and 2021 , there was no gain or loss reco gnized from the sale-leaseback financings. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. The Company enters into lease arrangements primarily for data center spaces, office spaces and equipment. The Company recognizes an ROU asset a nd lease liability on the consolidated balance sheets for all leases with a term longer than 12 months. The leases have remaining lease terms of 1 year to 32 years. As of December 31, 2022, the Company recorded finance lease assets of $1,130.9 million, net of accumulated amortization of $235.2 million, within property and equipment, net Lease Expenses The components of lease expenses and income are as follows (in millions): Year Ended December 31, 2022 Finance lease cost Amortization of ROU assets (1) $ 57.8 Interest on lease liabilities (2) 114.2 Total finance lease cost 172.0 Operating lease cost (3)(6) 59.8 Variable lease cost (4) 14.4 Sublease income (5) (15.6) Total lease cost $ 230.6 (1) Amortization of assets under finance leases is included in depreciation and amortization expense in the Company’s consolidated statements of operations. (2) Interest on lease liabilities is included in interest expense, net in the Company’s consolidated statements of operations. (3) Operating lease costs for data centers is included in cost of revenue, excluding depreciation and amortization in the Company’s consolidated statements of operations. Operating lease costs for office leases is included in selling, general and administrative expenses in the Company’s consolidated statements of operations. (4) Variable lease costs for operating leases is included in costs of revenue, excluding depreciation and amortization in the Company’s consolidated statements of operations. (5) The Company has subleases for certain data centers with a couple of our c ustomers. The Company also has a sublease of the Addison office space described in Note 5. Sublease and lease income of $13.8 million in connection with our customers is included in revenues in the Company’s consolidated statements of operations. Sublease income of $1.8 million in connection with the Addison office lease is included in restructuring, impairment, site closures and related costs in the Company’s consolidated statements of operations. (6) During the year ended December 31, 2022, the Company recognized $5.2 million of restructuring expenses recorded in restructuring, impairment, site closures and related costs in the consolidated statements of operations. The restructuring costs were composed of $5.8 million of operating lease cost, $0.6 million of variable lease cost, and $0.6 million of accretion expense, net of $1.8 million of income recognized from the Addison sublease . Lease costs for short-term leases were inconsequential for the year ended December 31, 2022. Other Information Other information related to leases is as follows (in millions): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from finance leases $ 104.0 Operating cash outflows from operating leases 59.6 Financing cash outflows from finance lease 49.2 Right-of-use assets obtained in exchange for lease liabilities: Finance leases 165.4 Operating leases 272.5 As of December 31, 2022 Weighted-average remaining lease term (in years) - finance leases (1) 20.5 Weighted-average remaining lease term (in years) - operating leases (1) 9.8 Weighted-average discount rate - finance leases 10.0 % Weighted-average discount rate - operating lease 8.9 % (1) Includes renewal options that are reasonably certain to be exercised. Maturities of Lease Liabilities Maturities of lease liabilities under Topic 842 as of December 31, 2022 are as follows (in millions): Operating Leases (1) Finance Leases Total 2023 $ 60.0 $ 154.8 $ 214.8 2024 59.6 145.3 204.9 2025 51.2 147.6 198.8 2026 46.7 142.0 188.7 2027 44.4 120.3 164.7 Thereafter 220.0 2,479.3 2,699.3 Total lease payments $ 481.9 $ 3,189.3 $ 3,671.2 Less: imputed interest $ (174.6) $ (2,067.5) $ (2,242.1) Total $ 307.3 $ 1,121.8 $ 1,429.1 (1) Minimum lease payments have not been reduced by minimum sublease rent als of $147.4 million due in the future under non-cancelable subleases. Future minimum lease receipts under operating lease obligations under Topic 842 as of December 31, 2022 are as follows (in millions): Lease receipts 2023 $ 26.0 2024 26.0 2025 26.1 2026 26.1 2027 19.3 Thereafter 32.0 Total minimum lease receipts $ 155.5 The future minimum lease receipts and payments under operating lease obligations under ASC Topic 840 as of December 31, 2021 are as follows (in millions): For the years ending: Lease receipts Lease commitments (1) 2022 $ 12.2 $ 60.3 2023 12.2 59.7 2024 12.2 59.2 2025 12.2 50.6 2026 12.2 46.3 Thereafter 4.1 273.8 Total minimum lease receipts/payments $ 65.1 $ 549.9 (1) Minimum lease payments have not been reduced by minimum sublease rentals of $45.1 million due in the future under non-cancelable subleases. Total rent expense, including the net impact from the amortization of ROU asset, was approximately $118.5 million for the year ended December 31, 2022 and is included within cost of revenues, excluding depreciation and amortization in the consolidated statements of operations. The future minimum lease payments under capital lease arrangements and sale-leaseback financing obligations under ASC Topic 840 as of December 31, 2021 are as follows (in millions): For the years ending: 2022 $ 135.1 2023 128.3 2024 118.5 2025 120.6 2026 119.3 Thereafter 2,285.0 Total minimum lease payments 2,906.8 Less: amount representing interest (1,930.5) Present value of net minimum lease payments 976.3 Less: current portion (38.5) Capital leases, net of current portion $ 937.8 Interest expense recorded in connection with finance leases (formerly known as capital leases) and sale-leaseback financings totaled $114.2 million and $101.5 million, respectively, for the years ended December 31, 2022 and 2021 and is included within interest expense, net in the accompanying consolidated statements of operations. Sale-leaseback financings The Company enters sale-leaseback financings, primarily relating to equipment. Amortization of assets under finance leases is included in depreciation and amortization expense in the Company’s consolidated statements of operations. Payments on sale-leaseback financings are included in repayments of sale-leaseback financings in the Company’s consolidated statements of cash flows. During the years ended December 31, 2022 and 2021, the Company had additions to assets and liabilities recorded as sale-leaseback financings of $30.0 million and $5.0 million, respectively. During the years ended December 31, 2022 and 2021 , there was no gain or loss reco gnized from the sale-leaseback financings. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt Long-term debt consists of the following as o f December 31, 2022 and 2021 (in millions): 2022 2021 2017 First Lien Term Facility due May 2024 $ 772.2 $ 778.3 2019 First Lien Term Facility due May 2024 96.8 97.5 Revolving Facility due May 2022 — 2.7 2021 Revolving Facility due November 2023 42.0 37.3 Less: unamortized debt issuance costs (4.0) (7.5) 907.0 908.3 Less: current maturities of long-term debt (53.5) (11.8) Long-term debt, net current portion $ 853.5 $ 896.5 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 facilities (together with the 2019 First Lien Term Facility and the 2021 Revolving Facility described below, 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 the Borrower 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 consolidated statements of operations for the year ended December 31, 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 year ended December 31, 2021. During the year ended December 31, 2022, the Company repaid $40.0 million of the outstanding balance under the revolving facilities. Subsequent to paying down the revolving facilities, the Company drew down $42.0 million from the 2021 Revolving Facility during the year ended December 31, 2022. As of December 31, 2022, a total of $42.0 million was outstanding and approximately $73.1 million was available under the revolving facilities. As of December 31, 2021, a total of $40.0 million was outstanding and approximately $88.8 million was available under the revolving facilities. 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. A s of December 31, 2022, the Company believes the Borrower was in compliance with these covenants. The Revolving Facility matured in May 2022 and was not renewed. The 2021 Revolvin g Facility, the 2017 First Lien Term Facility and the 2019 First Lien Term Facility have an 18-month, seven-year and five-year term, respectively, and are set to expire on November 1, 2023, May 1, 2024 and May 1, 2024, respectively. 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, which was repai d in August 2021, bore interest at a rate based on LIBOR plus a margin that varied from 6.25% to 7.25%. As of December 31, 2022, the ra te for the 2017 First Lie n Term Facility was 7.4%, and the rate for the 2019 First Lien Term Facility was 8.4%. The 2021 Revolving Facility allows the Borrower to borrow, repay and reborrow over its stated term. The 2021 Revolving Facility provides a sublimit for the issuance of letters of credit of up to $30.0 million at any one time. Borrowings under 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 M organ prime rate or (c) one-month LIBOR plus 1%, in each case, plus a margin that can vary from 1.5% to 3.0%. As of December 31, 2022, the rat e for the Revolving Facility and the 2021 Revolving Facility was 7.7%. The Borrower is required to pay a letter of credit fee on the face amount of each letter of credit, at a 0.125% rate per annum. The Revolving Facility matured in May 2022 and was not renewed. The balance of the 2021 Revolving Facility was $42.0 million as of December 31, 2022. The aggregate maturities of our long-term debt, including the 2021 Revolving Facility, are as follows as of December 31, 2022 (in millions): For the years ending: Principal amount 2023 $ 53.5 2024 853.5 2025 — 2026 — Total $ 907.0 Interest expense, net Interest expense, net for the years ended December 31, 2022, 2021 and 2020 consist of the following (in millions): 2022 2021 2020 Interest expense on debt, net of capitalized interest $ 45.2 $ 53.3 $ 66.6 Interest expense on capital leases 114.2 101.5 98.0 Amortization of deferred financing costs and fees 3.9 10.1 5.8 Interest income on Promissory Notes (Note 21) — — (1.0) Total $ 163.3 $ 164.9 $ 169.4 |
Warrant liabilities
Warrant liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant liabilities | Warrant liabilities In September 2020, in connection with the 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 Warrants and Private Placement Warrants were issued to SVAC common shareholders, including the Forward Purchasers. In December 2021, the Company announced that it would redeem all of the Public Warrants and Private Placement Warrants that remained outstanding as of 5:00 p.m., New York time, on January 19, 2022 (the “Redemption Time”). Pursuant to the terms of the Warrant Agreement, prior to the Redemption Time, the warrant holders were permitted to exercise their warrants either (a) on a cash basis by paying the exercise price of $11.50 per warrant in cash or (b) on a “cashless basis,” in which case the holder would receive 0.265 shares of Class A common stock per warrant. As a result of the redemption notice for the Public Warrants and Private Placement Warrants, the valuation method for the Private Placement Warrants was changed from the Monte Carlo Simulation to utilizing a fair value based on the publicly traded closing price of the Public Warrants given that, in connection with the terms of the redemption notice, the exercise and settlement provision of the Public Warrants and Private Placement Warrants were substantially the same. Such fair value determination represents a Level 2 fair value input. On January 26, 2022, the Company completed the redemption of all of its outstanding warrants that were issued under the Warrant Agreement and that remained outstanding at the Redemption Time, at a redemption price of $0.10 per warrant. Between December 20, 2021, and the Redemption Time, warrant holders elected to exercise 134,443 warrants on a cash basis for $1.5 million, and 10,115,180 Public Warrants and 8,576,940 Private Warrants on a “cashless basis,” resulting in the issuance by the Company of 5,087,612 shares of Class A common stock. On January 26, 2022, the Company redeemed 1,370,760 warrants for $0.1 million, which was recorded as an expense in the change of fair value of warrant liabilities in other income (expenses), net in the consolidated statements of operations. The warrant shares were issued in transactions not requiring registration under the Securities Act in reliance on the exemption contained in Section 3(a)(9) of the Securities Act. Upon completion of the redemption, the Public Warrants ceased trading on the Nasdaq and were deregistered, to the extent unsold. For the Public Warrants and Private Placement Warrants exercised through the Redemption Time, the warrants were marked to market through the settlement date utilizing the publicly traded closing stock price of the Public Warrants on the settlement date, with changes in the fair value through the settlement date recorded as change of fair value of warrant liabilities in other income (expenses), net in the consolidated statements of operations. Upon settlement, the remaining warrant liabilities were derecognized and the liabilities and cash received from warrant holders was recorded as consideration for the common shares issued (an increase of $54.2 million was recorded to additional paid in capital). There were no Level 3 warrant liabilities outstanding during the year ended December 31, 2022. There was a transfer between fair value measurement level (from Level 3 to Level 2) for Private Placement Warrants that were called for redemption in December 2021. The following table presents information about the Company’s movement in its Level 1 and Level 2 warrant liabilities measured at fair value during the year ended December 31, 2022 and 2021 (in millions): (in millions) Public Warrants (Level 1) Private Placement Warrants (Level 2) Private Placement Warrants (Level 3) Total Balance at January 1, 2021 $ — $ — $ — $ — Warrants assumed on July 29, 2021 23.2 — 18.6 41.8 Level 3 transfer-out and Level 2 transfer-in — 18.6 (18.6) — Change in fair value of the warrant liabilities 15.5 10.0 — 25.5 Warrants exercised for Class A common stock (2.6) — — (2.6) Balance at December 31, 2021 $ 36.1 $ 28.6 $ — $ 64.7 Warrants exercised for Class A common stock (28.9) (24.0) — (52.9) Change in fair value of the warrant liabilities (7.2) (4.6) — (11.8) Balance at December 31, 2022 $ — $ — $ — $ — |
Shareholders_ equity
Shareholders’ equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ equity | Shareholders’ equity As mentioned in Note 1, the equity structure has 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 consolidated statements of changes in shareholders’ equity. The Company’s authorized share 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. From December 20, 2021 through the Redemption Time, 10,115,180 Public Warrants and 8,576,940 Private Placement Warrants, respectively, were exercised in accordance with the terms of the Warrant Agreement, resulting in the issuance of 5,087,612 shares of Class A common stock. In addition, on January 31, 2022, the Company issued a total of 7,500,000 Optional Shares for an aggregate purchase price of $75.0 million. As of December 31, 2022, the Company had 179,683,659 shares of Class A common stock issued and outstanding. Effective July 29, 2022, the SIS interest in the Company’s Class A common stock was distributed to BCEC-SIS Holdings L.P (the “BC Stockholder”), Medina Capital Fund II - SIS Holdco, L.P. (“Medina Stockholder”) and other owners of SIS, resulting in BC Stockholder. owning 38.0% of the Company’s Class A common stock, Medina Stockholder owning 12.8% of the Company’s Class A common stock, and the remaining portion of the SIS’s ownership was distributed to other shareholders. Prior to the SIS distribution, SIS owned 61.5% of the Company’s Class A common stock. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. During the year ended December 31, 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 of $5.2 million is included within transaction-related costs in the consolidated statements of operations for the year ended December 31, 2021. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation Stock-based compensation includes stock options, RSUs, PSUs and class B units in SIS Holdings LP, which are awarded to employees, and directors of the Company, and also includes shares purchased under the ESPP. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on its grant date fair value. Stock-based compensation expense is included within cost of revenues, excluding depreciation and amortization, and selling, general and administrative expense in the consolidated statements of operations. SIS Holdings LP Class B Profit Units SIS adopted the SIS Holdings LP Class B Unit Plan (the “SIS Plan”) in May 2017. The purpose of the SIS Plan was to promote the interests of SIS and its controlled affiliates, including Cyxtera and Appgate, Inc. (the Company’s former cybersecurity business) (“Appgate”), by (a) attracting and retaining officers, directors, managers, employees and consultants of SIS and its controlled affiliates and (b) enabling such persons to acquire an equity interest in and participate in the long-term growth and financial success of SIS and its controlled affiliates. 1,000,000 Class B profit interest units were available for issuance pursuant to awards under the SIS Plan. Class B units issued under the SIS Plan are limited partnership units in SIS and are subject to the terms and conditions of the Amended and Restated Limited Partnership Agreement of SIS, dated May 1, 2017. All awards were issued in 2017, 2018 and 2019 (none were issued in 2020, 2021 or 2022). Awards under the SIS Plan are subject to a vesting schedule measured by a service condition such that awards vest 25% after the first anniversary of issue date (or, with respect to certain employees, the earlier of their hire date and May 1, 2017) and the remainder vest in equal monthly installments over the 42 months following the initial vesting date. In addition, vesting of all unvested units will be accelerated upon the satisfaction of a performance condition, namely an “exit event.” An exit event is defined as a change of control through sale of all or substantially all of the assets of SIS and its subsidiaries (whether by merger, recapitalization, stock sale or other sale or business combination, including the sale of any subsidiary accounting for all or substantially all of the revenues of SIS and its subsidiaries on a consolidated basis) or any transaction resulting in a change of in excess of 50% of the beneficial ownership of the voting units of SIS. The holders of the Class B units were not required to make any capital contributions to SIS or the Company in exchange for their Class B units and are entitled to receive distributions on their vested units (including those accelerated upon an exit event). A summary of PIU awards granted by SIS to the employees of the Company, for the years ended December 31, 2022, 2021 and 2020 is presen ted below: Number of units Weighted-average grant date fair value Outstanding at January 1, 2020 686,714 $ 82.65 Forfeited (48,995) $ (81.95) Outstanding at December 31, 2020 637,719 $ 82.70 Forfeited (4,407) $ (89.00) Outstanding at December 31, 2021 633,312 $ 82.63 Forfeited — $ — Outstanding at December 31, 2022 633,312 $ 82.63 Equity-based compensation costs totaled $0.8 million , $6.3 million, and $7.5 million, respectively, for the years ended December 31, 2022, 2021 and 2020, of which $0.8 million , $6.0 million, and $6.9 million, respecti vely, is included in selling, general and administrative expenses and an inconsequential amount , $0.3 million, and $0.6 million, respectively, is included in cost of revenues, excluding depreciation and amortization, in the accompanying co nsolidated statements of operations. No related income tax benefit was recognized as of December 31, 2022, 2021 or 2020. As of December 31, 2022, total equity-based compensation expense related to 14,982 unvested Class B Units not yet recognized totaled $1.5 million, which is expected to be recognized over a weighted-average period of 1.7 years. Stock Options Effective as of July 29, 2021, the Company adopted the 2021 Plan. The total number of shares of Class A common stock authorized for issuance 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 on the one-year anniversary of the grant date, and the remainder of the options will vest ratably in twelve equal quarterly installments over the three-year period following the anniversary of the grant date. The options generally expire 10 years from the grant date in each case subject to continued employment on the applicable vesting 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 year ended December 31, 2021: Stock Options Granted during the Year Ended December 31, 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 company peers. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues with an equivalent remaining term. The dividend yield assumption is based on our anticipated cash dividend payouts. Stock option transactions for the year ended December 31, 2022 are 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, 2022 849,233 $ 9.55 — $ — Granted 6,228 $ — Exercised — $ — Expired/forfeited (24,914) $ 9.55 Outstanding at December 31, 2022 830,547 $ 9.55 8.6 $ — Exercisable, December 31, 2022 263,823 $ — — $ — Ending vested and expected to vest, December 31, 2022 830,547 $ 9.55 8.6 $ — 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. As of December 31, 2022 , the total unrecognized stock-based compensation, related to unvested options was approximately $1.3 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.6 years . Total stock options compensation expense related to the stock options for the year ended December 31, 2022 and 2021 , was ap proximately $0.5 million, and $0.2 million, respectively and is recorded in selling, general and administrative expenses in the consolidated statements of operations. The related income tax benefit for the year ended December 31, 2022 and 2021 , was inconsequential. Restricted Stock Units On October 1, 2021, November 12, 2021, March 23, 2022, April 8, 2022 and June 8, 2022, the Company granted approximately 3.2 million, 0.2 million, 1.6 million, 0.1 million and 0.1 million of RSUs under the 2021 Plan. RSUs may be settled in shares or cash at the Company’s option with board of directors or compensation committee approval. The Company has the intent and ability to settle the RSU awards with shares. 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, which was $9.30, $9.54, $11.66, $12.66, and $14.50, respectively. RSUs were granted to members of the board of directors and employees of the Company. The RSUs granted to the members of the board vest over on the one year anniversary of the date of grant. The RSUs issued to employees vest in three equal annual installments. RSUs transactions for the year ended December 31, 2022 are as follows: Shares Subject to RSUs Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Weighted Average Grant Date Aggregate Intrinsic Value Outstanding from January 1, 2022 3,335,811 $ — — $ 9.34 $ — Granted 1,881,191 $ — $ 11.81 Vested (1,117,307) $ — $ 9.38 Expired/forfeited (160,732) $ — $ 9.88 Outstanding at December 31, 2022 3,938,963 $ — 1.1 $ 10.47 $ 7,562,809 Exercisable, December 31, 2022 — $ — — $ — $ — Ending vested and expected to vest, December 31, 2022 3,938,963 $ — 1.1 $ 10.47 $ 7,562,809 As of December 31, 2022 , the total unrecognized stock-based compensation, net of actual forfeitures, related to unvested RSUs was approximatel y $30.5 million, befor e income taxes, and is expected to be recognized over a weighted period of approximate ly 1.8 years . The total fair value of RSUs vested was $12.8 million during the year ended December 31, 2022 . Total RSU compensation expense totaled $18.1 million and $3.0 million, respectively, for the year ended December 31, 2022 and 2021, of which approximately $16.8 million and $2.8 million, respectively, is recorded in selling, general and administrative expenses and $1.3 million and $0.2 million , respectively, is recorded in cost of revenues, excluding depreciation and amortization, in the consolidated statements of operations. The related income tax benefit for the year ended December 31, 2022 was $3.5 million (2021 was inconsequential). Performance Stock Units The Company has granted PSUs under the Company’s 2021 Plan. The Company has the intent and ability to settle the PSU awards with shares. The PSU will vest based on both the passage of time and achievement of certain market and performance conditions that are measured during a three-year period beginning on January 1, 2022, subject to continued employment on the applicable vesting dates. The actual number of PSUs earned with respect to an award is based upon the target number of PSUs, multiplied by a “payout percentage” ranging from 0% to 200% of target level and determined by the level of performance against pre-established performance or market components for the applicable performance period. The PSUs are subject to two types of performance conditions: relative total shareholder return (“TSR”) based on achievement of certain market conditions, and adjusted earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”), each of which is weighted one-half of the PSU, as shown in more detail below. Payout Percentage Metric Weight Performance Period Vesting Period Index Below Threshold Threshold Target Maximum TSR 50% 3-year rolling Annual (33.33% per year) Russell 1000 0% 50% (25th percentile) 100% (50th percentile) 200% (75th percentile) Adj. EBITDA 50% 3-year rolling Annual (33.33% per year) N/A 0% 50% 100% 200% The award of PSUs will vest in three equal installments on the 1 st , 2 nd and 3 rd anniversary of the grant date. The PSUs will be earned based on the Company’s achievement of the applicable performance goals as follows: • Year One of the performance period: Award will vest based on performance during the first year of the performance period; • Year Two: Award will vest based on cumulative performance during the first two years of the performance period; • Year Three: Award will vest based on cumulative performance during the three years of the performance period. The payout percentage will be linearly interpolated if achievement falls between the threshold and target or target and maximum levels of performance. With respect to the TSR measured component, the PSUs were valued using a Monte-Carlo simulation. The key assumptions used to determine the fair value of the TSR measured component of the PSUs at March 23, 2022 (grant date) using the Monte Carlo simulation model were as follows: Inputs As of March 23, 2022 Risk-free interest rate 2.3 % Volatility for Least-Square Monte Carlo Model 39.0 % Expected Term in Years 2.8 Dividend Yield — % Fair Value of Class A Common Stock $ 11.66 With respect to the Adj. EBITDA measured component, the PSUs for the first year were valued using the fair value of the Company’s Class A common stock on the date of the grant, which was $11.66 multiplied by the number of shares of Class A common stock expected to be earned based on the Company’s estimate of future Adj. EBITDA, to be realized in Year One. The Adj. EBITDA measured PSUs for Year Two and Year Three, are not deemed granted for accounting purposes because the adjusted EBITDA targets for 2023 and 2024 are not yet determinable as they have not been approved by the board of directors. The following table summarizes PSU activity for the year ended December 31, 2022 : Number of Units Weighted-average grant date fair value Non-vested as of January 1, 2022 — $ — Granted (1) 349,766 $ 15.78 Vested — $ — Forfeited — $ — Unvested as of December 31, 2022 349,766 $ 15.78 (1) Year Two and Year Three Adj. EBITDA measured PSUs are excluded from the total amount of granted PSUs, since such units are not deemed granted for accounting purposes as of December 31, 2022 . We exclude d 174,883 of Year Two and Year Three Adj. EBITDA measured PSUs. As of December 31, 2022, the total unrecognized stock-based compensation expense related to unvested PSUs was approximately $2.8 million, before income taxes, and is expected to be recognized over a weighted period of approximately 1.0 years. No PSUs vested during the year ended December 31, 2022. Total PSU compensation expense was $2.7 million for the year ended December 31, 2022 and was recorded in selling, general and administrative expenses in the consolidated statements of operations. The related income tax benefit for the year ended December 31, 2022 was inconsequential. Employee Stock Purchase Plan Effective as of June 8, 2022, the Company adopted the 2022 Employee Stock Purchase Plan (the “ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The total number of shares of Class A common stock authorized for issuance under the ESPP is 1,785,664. The ESPP allows participants to purchase shares of Class A common stock at 85% of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s employee stock purchase plans, expected stock price volatility is based on historical volatility of the Company’s Class A common stock. The expected term of the award is based on the six-month requisite period. The Company has not paid dividends in the past, and has not announced any intention to pay dividends in the foreseeable future, and therefore uses an expected dividend yield of zero. The following table provides details pertaining to the ESPP for the periods indicated: For the Year Ended December 31, 2022 Cash proceeds (in millions) $ 0.8 Common shares issued 159,626 Fair value of ESPP at grant date $ 5.73 Stock price at grant date $ 5.83 As of December 31, 2022, the total unrecognized stock-based compensation expense related to the ESPP was approximately $0.1 million, before income taxes, and is expected to be recognized over a weighted period of approximately 0.5 years. Non-cash stock-based compensation expense under the ESPP was $0.2 million for the year ended December 31, 2022. Th e related income tax benefit for the year ended December 31, 2022 was inconsequential. |
Cyxtera Management, Inc. Long-T
Cyxtera Management, Inc. Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Cyxtera Management, Inc. Long-Term Incentive Plan | Cyxtera Management, Inc. Long-Term Incentive Plan On February 13, 2018, Cyxtera Management Inc. (the “Management Company”) adopted the Cyxtera Management, Inc. Long-Term Incentive Plan (the “LTI Plan”). The purpose of the LTI Plan is to retain key talent, attract new employees, align particular behavior with the common goals of profitability and revenue growth, provide incentive awards, the value of which are tied to the equity value of SIS, and to create an opportunity for certain key employees to participate in value creation. The value of award units under the LTI Plan is tied to SIS’s equity value. Award units entitle the holder to share in the equity appreciation of SIS upon an exit event or an initial public offering. Except in the case of an initial public offering, any payments in respect of the awards are expected to be made in cash. In an initial public offering, payment may be made in the stock of the initial public offering vehicle. The payout is estimated to range between $0 and $70.0 million, depending on a multiple based on the results of the exit event or initial public offering. While awards under the LTI Plan vest, to the extent there is no exit event or an initial public offering, the awards expire after seven years from the grant date. The Company has determined that no expense or liability should be recognized under this LTI Plan until an exit event or initial public offering occurs. As described in Note 1, on February 21, 2021, Cyxtera entered into the Merger Agreement, which closed on July 29, 2021. Pursuant to the Merger Agreement, the Company caused its subsidiaries to declare an “Early Settlement Event” under (resulting in the final settlement of) the LTI Plan and any award agreements thereunder, without liability to the Company or any of its subsidiaries. |
Employee benefits _ 401(k)
Employee benefits – 401(k) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee benefits – 401(k) | Employee benefits – 401(k) Effective July 2, 2017, the Company’s employees are eligible to participate in the Cyxtera 401(k) Savings Plan (the “Plan”), a defined contribution benefit plan sponsored by the Management Company. Under the Plan, the Company may make a safe harbor matching contribution equal to 100% of an employee’s salary deferral that does not exceed 1% of the employee’s compensation plus 50% of the salary deferral between 1% and 6% of the employee’s compensation. Matching contributions made to the Plan were $2.7 million, $2.8 million and $3.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, of which $1.2 million, $1.2 million and $1.8 million, respectively, is included in cost of revenues, excluding depreciation and amortization, and $1.5 million, $1.6 million and $1.2 million, respectively, is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes The components of loss before income taxes for the years ended December 31, 2022, 2021 and 2020 consists of the following (in millions): 2022 2021 2020 Domestic and foreign loss US loss $ (321.9) $ (284.9) $ (97.9) Foreign loss (33.9) (20.8) (21.4) Total loss before income taxes $ (355.8) $ (305.7) $ (119.3) The income tax benefit (expense) from continuing operations for the years ended December 31, 2022, 2021 and 2020 consists of the following (in millions): 2022 2021 2020 Current US Federal $ — $ — $ — US State and local (0.2) (0.2) (0.2) Foreign (1.4) (0.2) (2.2) Total current tax provision (1.6) (0.4) (2.4) Deferred US Federal 2.4 42.5 5.7 US State and local (1.0) 4.9 (1.7) Foreign 0.9 0.8 (5.1) Total deferred tax provision 2.3 48.2 (1.1) Total income tax benefit (expense) $ 0.7 $ 47.8 $ (3.5) The effective tax rate for the years en ded December 31, 2022, 2021 and 2020 i s 0.2%, 15.6% and (2.9)%, respectively. An income tax reconciliation between the US statutory tax rate of 21% for each of the years ended December 31, 2022, 2021 and 2020 and the effective tax rate is as follows (in millions): 2022 2021 2020 Income tax at US federal statutory income tax rate $ 74.7 $ 64.2 $ 25.1 State and local taxes, net of federal income tax benefit 7.1 12.6 9.2 Valuation allowance (44.5) (21.9) (31.6) Goodwill impairment loss (32.3) — — Change in fair value of the warrant liabilities 2.5 (5.4) — Nondeductible equity-based compensation (0.2) (1.3) (1.6) Taxes of foreign operations at rates different than US Federal statutory rates (2.0) 1.1 (1.9) Foreign adjustments (1.3) 0.6 (1.8) Impact of foreign law changes — (1.0) — Other (3.3) (1.1) (0.9) Total income tax benefit (expense) $ 0.7 $ 47.8 $ (3.5) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 consists of the following (in millions): 2022 2021 Deferred tax assets Net operating loss carryforward $ 94.4 $ 91.6 Interest expense limitation carryforward 57.9 44.9 Finance lease 263.4 55.1 Operating lease liabilities 60.4 — Other accruals 16.1 14.1 Acquisition and other related costs 4.6 4.9 Asset retirement obligations 1.9 1.7 Allowance for doubtful accounts 0.1 1.2 Deferred rent — 3.6 Other 11.4 4.8 Gross deferred tax assets 510.2 221.9 Valuation allowance (98.2) (53.7) Total deferred tax assets, net of valuation allowance 412.0 168.2 Deferred tax liabilities Finance lease (216.0) — Intangibles (163.7) (165.7) Operating lease right-of-use assets (45.3) — Property and equipment (6.4) (23.4) Contract asset (3.1) (2.4) Other (3.4) (5.6) Total deferred tax liabilities (437.9) (197.1) Deferred tax liabilities, net $ (25.9) $ (28.9) As of December 31, 2022 and 2021, $0.1 million and $1.0 million, respectively, of deferred tax assets above is included in other assets and $26.0 million and $29.9 million, respectively, is included in deferred income tax liabilities in the accompanying consolidated balance sheets. There exists certain US federal, state, local and foreign deferred tax assets that are not expected to be realized before their expiration and as such are not more-likely-than-not realizable. The Company has recorded a valuation allowance against such deferred tax assets. As of December 31, 2022, the Company has US federal NOL carryforwards of $300.8 million generated in tax years 2017 through 2022 of which $59.3 million will expire in 2037 and $241.5 million will carry forward indefinitely. The Company has state and local NOL carryforwards of $440.9 million generated in tax years beginning after 2007. The state NOL carryforwards of $376.0 million will expire from 2023 to 2042 and $64.9 million will carryforward indefinite ly. Additionally, the Company has foreign NOL carryforwards of $20.4 million generated from tax years 2017 to 2022, of which $11.6 million will expire between 2031 and 2042 and $8.8 million will carryforward indefinitely. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. In making such a determination, we considered all available positive and negative evidence, including our past operating results, forecasted earnings, frequency and severity of current and cumulative losses, duration of statutory carryforward periods, future taxable income and prudent and feasible tax planning strategies. On the basis of this evaluation, we continue to maintain a valuation allowance against a portion of the Company’s deferred tax assets. As of December 31, 2022, the Company has recorded a valuation allowance of $98.2 million for the portion of the deferred tax asset that did not meet the more-likely-than-not realization criteria. The Company recorded an increase in its valuation allowance on its net deferred taxes of approximately $44.5 million during the year ended December 31, 2022. The changes in valuation allowance are primarily due to increased losses that have resulted in certain US federal, state, local and foreign deferred tax assets that management believes are not more-likely-than-not to be fully realized in future periods. In addition, certain state NOL carryforward assets are subject to an annual limitation under Internal Revenue Code Section 382. If losses continue, we may not be able to benefit from such future losses and additional valuation allowances may also be required. The Company is subject to taxation in the United States and various foreign jurisdictions. As of December 31, 2022, the Company is no longer subject to examination by the Internal Revenue Service (“IRS”) for tax years prior to 2019 and generally not subject to examination by state tax authorities for tax years prior to 2016. With few exceptions, the Company is no longer subject to foreign examinations by tax authorities for tax years prior to 2017. The Company is currently under examination in the United States by some state tax authorities. The Company is also currently under audit in Germany for its 2016 tax year; however, the outcome and any resulting liability related to Germany is not the responsibility of the Company. The Company does not have any unrecorded uncertain tax positions (“UTPs”) as of December 31, 2022. While the Company currently does not have any UTPs, it is foreseeable that the calculation of the Company’s tax liabilities may involve dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Upon identification of a UTP, the Company would (1) record the UTP as a liability in accordance with ASC 740 and (2) adjust these liabilities if/when management’s judgment changes as a result of the evaluation of new information not previously available. Ultimate resolution of UTPs may produce a result that is materially different from an entity’s estimate of the potential liability. In accordance with ASC 740, the Company would reflect these differences as increases or decreases to income tax expense in the period in which new information is available. The Company recognized and includes interest and penalties accrued on uncertain tax positions as a component of income tax expense. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, for 2022, 2021 and 2020, is as follows (in millions): 2022 2021 2020 Gross unrecognized tax benefits - beginning of period $ — $ 1.0 $ — Increases related to prior year tax positions 1.2 — — Increases related to current year tax positions — — 1.0 Decreases related to settlements (1.2) (1.0) — Gross unrecognized tax benefits - end of period $ — $ — $ 1.0 The increase and subsequent decrease to unrecognized tax benefits during the year ended December 31, 2022 was related to the effective settlement of the Company’s tax examination by the Internal Revenue Service for the 2017 tax year. As o f December 31, 2022 and 2021, the Company had undistributed foreign earnings of $115.6 million a nd $111.8 million, respectively, which the Company intends to reinvest indefinitely. As part of the Tax Act, the Company paid a one-time deemed repatriation tax on the ending balance as of December 31, 2017. With respect to th e remaining total balance as of December 31, 2022, t he Company does not expect to incur US federal, state, local or foreign withholding taxes on the balance of these unremitted earnings as management plans to indefinitely reinvest these earnings overseas. In the event the Company determines not to continue to assert that all or part of its undistributed foreign earnings are permanently reinvested, such a determination in the future could result in the accrual and payment of additional foreign withholding taxes and US taxes on currency transaction gains and losses, the determination of which is not practicable due to the complexities associated with the hypothetical calculation. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Letters of credit As of December 31, 2022 and 2021, the C om pany had $4.9 million and $5.7 million, respectively, in irrevocable stand-by letters of credit outstanding, which were issued primarily to guarantee data center lease obligations, to guarantee a subsidiary’s performance under a services agreement (in 2020 only), and to guarantee another subsidiary’s performance under a line of credit. As of December 31, 2022 and 2021, no a mounts had been drawn on any of these irrevocable standby letters of credit. Lease commitments The Company entered into an agreement for power redundancy supply at a facility in Massachusetts. The service contract will contain a lease of power redundancy equipment, however, the lease has not yet commenced as of December 31, 2022 . This lease is expected to commence in the latter half of 2023, with a total lease commitme nt of $22.4 million. Purchase obligations As of December 31, 2022 and 2021, the Comp any had approx imately $4.4 million of purchase commitments related to information technology licenses, utilities and colocation operations. Thes e 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 December 31, 2022 and 2021, 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 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 | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reportingCyxtera’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 the significant majority 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 | 12 Months Ended |
Dec. 31, 2022 | |
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: • Appgate. transition services agreement and other services Appgate and the Management Company were parties to the Transition Service 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 year ended December 31, 2020, the Company charged $3.9 million 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 $3.9 million. The provision for doubtful accounts is presented as part of the recovery of notes receivable from affiliates in the consolidated statement of operations for the year ended December 31, 2020. Income from the Transition Services Agreement is included in other expenses, net in the consolidated statements of operations for the year ended December 31, 2020. • Promissory Notes On March 31, 2019, Appgate issued Promissory Notes to each of the Company and the Management Company evidencing certain funds borrowed by Appgate from each of the Company and the 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 in 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 the 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 year ended December 31, 2020, the Company advanced $19.4 million under the Promissory Notes to Appgate and recorded provision for loan losses in the same amount. Accordingly, as of December 31, 2020, the Company had a receivable related to the Promissory Notes of $147.1 million with a reserve of $30.0 million. The provision for loan losses is presented as recovery of notes receivable from affiliates in the consolidated statement of operations for the year ended December 31, 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. Accordingly, for the year ended December 31, 2020, the Company recorded a reversal of previously established allowance of $117.1 million. 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 other transactions related to the Promissory Notes were recorded during the year ended December 31, 2021. There was no activity in the allowance for loan losses on the Promissory Notes during the year ended December 31, 2022. The ac tivity in the allowance for loan losses on the Promissory Notes during the years ended December 31, 2021 and 2020, was a s follows (in millions): 2021 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 the 2017 colocation acquisition from Lumen, 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 the 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 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 December 31, 2020, until the date of the Business Combination, some of the controlled affiliates of BC Partners LLP (“BC Partners”), the largest equity owner of SIS, held investments in the Company’s First Lien Term Facility. The total investment represented less than 5% of the Company’s total outstanding debt at December 31, 2020. As of December 31, 2022 and 2021, the controlled affiliates of BC Partners no longer held investments in the Company’s First Lien Term Facility. • Optional Share Purchase On July 21, 2021, immediately prior to the consummation of the Business Combination, Legacy Cyxtera entered into the Optional Purchase Letter Agreement with the Forward Purchasers, pursuant to which the Forward Purchasers 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 Business Combination from 7.5 million shares to 3.75 million shares. In addition, on such date, the Forward Purchasers agreed to assign the rights to purchase up to 3.75 million shares under the Optional Share Purchase Agreement to SIS. In January 2022, SIS and the Forward Purchasers exercised their option to purchase 7.5 million Optional Shares at a price of $10.00 per share, for an aggregate purchase price of $75.0 million. • Relationships with certain members of the Company’s board of directors The Company owed zero in board fees, which is included within accrued expenses in the consolidated balance sheets as of December 31, 2022 and 2021. The chairman of the board of directors is one of the founders and the chairman of Emerge Americas, LLC, which operates a technology conference in Miami, Florida. As of December 31, 2022 and 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 period from January 1, 2021 through the date of the Business Combination, the Company billed and collected from Pico $0.2 million. During the year ended December 31, 2020, the Company billed and collected from Pico $0.6 million. As of December 31, 2022 and 2021 , Pico was no longer a related party of the Company. One director of the Company is also a member of the board of directors of Presidio Holdings, Inc. (“Presidio”), a provider of digital transformation solutions built on agile secure infrastructure deployed in a multi-cloud world with business analytics. During the years ended December 31, 2022, 2021 and 2020, the Company paid $0.3 million to Presidio for services. As of December 31, 2022, 2021 and 2020, the Company did not owe any amounts to Presidio. Presidio is also a customer and referral partner of the Company. During each of the years ended December 31, 2022, 2021 and 2020, the Company billed and collected from Presidio $0.4 million, $0.3 million, and $0.2 million, respectively. One of the former 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 year ended December 31, 2022 and 2021 was inconsequential. The amount billed and collected for the year ended December 31, 2022 was $0.3 million and $0.4 million, respectively. The amount billed and collected for the year ended December 31, 2021 was $0.3 million and $0.4 million, respectively. During the year ended, December 31, 2020, Altice was not a related party of the Company. One of the former directors of the Company is also a member of the board of directors of Navex Global, Inc. (“Navex”), a vendor and customer of the Company. The amount paid and due to Navex for the year ended December 31, 2022 and 2021, was inconsequential. The amounts billed and collected from Navex for the year ended December 31, 2022 were $0.1 million (amount billed and collected during the year ended December 31, 2021 was inconsequential). During the year ended December 31, 2020, Navex was not a related party of the Company. Related party transactions and balances The following table summarizes the Company’s transactions with related parties for each of the years ended December 31, 2022, 2021 and 2020 (in millions): 2022 2021 2020 Revenues (1) $ 1.1 $ 1.5 $ 0.2 Selling, general and administrative expenses (2) 0.4 1.0 0.3 Recovery of notes receivable from affiliate (3) — — (97.7) Interest income (4) — — 1.0 Other (expense) income, net (5) — (1.2) 4.2 (1) Revenues for the years ended December 31, 2022, 2021 and 2020 include amounts recognized from contracts with Appgate, Altice, Brainspace Corporation, Navex, 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 from contracts with Appgate and Presidio. (3) Represents net recovery recognized in connection with amounts funded under the Promissory Notes. (4) Represents interest income recognized under one of the Promissory Notes and under the Transaction Services Agreement for the years ended December 31, 2022, 2021 and 2020. (5) Includes expenses incurred in connection with board fees and management fees paid for the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022 and 2021, the Company had the following balances arising from transactions with related parties (in millions): 2022 2021 Accounts receivable (1) $ 0.1 $ 0.1 Accounts payable (2) — 0.6 (1) Accounts receivable at December 31, 2022 and 2021, include trade receivables due from Appgate. (2) Accounts payable at December 31, 2022 and 2021, include trade payables due to Appgate. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On February 19, 2023, the Company extended the first purchase period of the ESPP from February 28, 2023 to May 31, 2023. In addition, the Company amended the subsequent offering periods to commence on June 1 and December 1 of each year. On March 14, 2023, the Company entered into an amendment to extend the maturity date of the 2021 Revolving Facility, from its original expiration of November 1, 2023 to April 2, 2024. Under the terms of the amendment, $120.1 million of commitments under the existing Revolving Facility were exchanged for $102.1 million of commitments under the amended revolving facility. With the amendment, the interest rate changed to SOFR plus 400 basis points. We have evaluated all subsequent events through the date that the consolidated financial statements were issued and determined that, other than amendments of the ESPP and 2021 Revolving Facility, there have been no other events or transactions which would have a material effect on the consolidated financial statements and therefore would require recognition or disclosure. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying consolidated financial statements are presented in accordance with US generally accepted accounting principles (“US GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates and assumptions. |
Use of estimates | On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, assets acquired, and liabilities assumed from acquisitions, asset retirement obligations and income taxes. |
Risks and uncertainties | Risks and uncertainties Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include, but are not limited to, asset and goodwill impairments, allowance for doubtful accounts, stock-based compensation forfeiture rates, the incremental borrowing rate for leases, future asset retirement obligations and the potential outcome of future tax consequences of events that have been recognized in the consolidated financial statements. Actual results and outcomes may differ from these estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment. |
Principles of consolidation | The consolidated financial statements include Cyxtera accounts and the accounts of entities in which Cyxtera has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. |
Foreign currency translation | The functional currency of each of the Company’s operating subsidiaries is generally the currency of the economic environment in which the subsidiary primarily does business. The Company’s foreign subsidiaries’ financial statements are translated into dollars using the foreign exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated using the end-of-period foreign exchange spot rates. Income and expenses are translated at the average foreign exchange rates for each period. Equity accounts are translated at historical foreign exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated statements of shareholders’ equity. For any transaction that is denominated in a currency different from the transacting entity’s functional currency, the Company records a gain or loss based on the difference between the foreign exchange rate at the transaction date and the foreign exchange rate at the transaction settlement date (or rate at period end, if unsettled) which is included within selling, general and administrative expenses in the consolidated statements of operations. |
Financial instruments and concentrations of credit risk | Financial instruments and concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. The Company operates primarily in the United States; realization of its customer accounts receivable and its future operations and cash flows could be affected by adverse economic conditions in the United States. During the years ended December 31, 2022, 2021 and 2020, Lu men Technologies I nc, formerly known as CenturyLink Inc., (“Lumen”), the Company’s largest customer, accounted for approximately 10%, 11%, and 14%, respectively, of the Company’s consolidated revenue. Revenues from Lumen are recognized pursuant to a Master Services Agreement (the “MSA”), dated May 1, 2017, between the Company and Lumen. The MSA originally had an initial term of three years, subject to renewal, and contained provisions related to rental of space for an initial term of 10 years, subject to renewal – see Note 11—Leases, for the related disclosure on minimum lease receipts. On July 10, 2020, the Company entered into a new master agreement with Lumen (the “Master Agreement”). The Master Agreement replaced the MSA with retroactive effect to May 1, 2020, and provides for services with staggered terms through April 30, 2025. Provisions related to the rental of space were included on substantially the same terms as provided under the MSA. In connection with the execution and delivery of the Master Agreement, the Company also settled various other amounts due from and due to Lumen, which resulted in a net gain of approximately $11.0 million. This net gain will be recognized over the five-year term of the Master Agreement. During the years ended December 31, 2022, 2021 and 2020, no other customer accounted for more than 5% of the Company’s consolidated revenues. |
Property and equipment | Property and equipment Property and equipment is recorded at the Company’s original cost or fair value for property, plant and equipment acquired through acquisition, net of accumulated depreciation and amortization. In general, depreciation is computed using the straight-line method over the estimated useful life of the asset being depreciated. Leasehold improvements are amortized over the shorter of the useful life of the asset or the length of the expected lease term. When property, plant and equipment is sold or otherwise disposed of, the costs and accumulated depreciation are generally removed from the accounts and any gain or loss is recognized in income. The estimated useful lives used in computing depreciation and amortization are as follows: Asset class Estimated useful Buildings 10—40 Leasehold improvements 3—40 Personal property 2—15 The Company’s construction in progress is stated at original cost. Construction in progress consists of costs incurred under construction contracts, including services related to project management, engineering and schematic design, design development and construction and other construction-related fees and services. The Company has contracted out substantially all of its current construction and expansion projects to independent contractors. In addition, the Company generally capitalizes interest costs during the construction phase. During the years ended December 31, 2022 and 2021, the Company capitalized interest of $4.5 million and $1.7 million, respective ly. At the time a construction or expansion project becomes operational, these capitalized costs are allocated to certain property and equipment assets and are depreciated over the estimated useful lives of the underlying assets. Major improvements are capitalized, while maintenance and repairs are expensed when incurred. |
Long-lived assets | Long-lived assetsLong-lived assets, such as property, plant and equipment and intangible assets subject to amortization, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Some of the events and circumstances that would trigger an impairment review include, but are not limited to, a significant decrease in market price of a long-lived asset, a significant adverse change in legal factors or business climate that could affect the value of a long-lived asset, or a continuous deterioration of the Company’s financial condition. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized based on the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Asset retirement obligations | Asset retirement obligations The Company has asset retirement obligations (each an “ARO”) primarily associated with its obligations to retire long-lived assets from leased properties under long-term arrangements and, to a lesser extent, the removal and disposal of fuel tanks from both leased and owned properties. AROs are initially measured at fair value and recognized at the time the obligation is incurred. Upon initial recognition, a liability for the retirement obligation is recorded. The associated cost is capitalized as part of the cost basis of the related long-lived asset and depreciated over the useful life of that asset. We have several leases that require remediation of the leased premises and/or removal of all of the Company’s owned property and equipment from the leased premises at the expiration of the lease te rm. The Company’s ARO liability associated with these activities is recorded within other liabilities and was $7.2 million and $6.9 million as of December 31, 2022 and 2021, respectively, and the re lated cost is capitalized within property, plant and equipment on the consolidated balance sheets. |
Goodwill | GoodwillGoodwill is calculated as the excess of the purchase price over the fair value of assets acquired and liabilities assumed in connection with a business combination. Goodwill will not be amortized, but rather tested for impairment at least annually or more often if an event occurs or circumstances change which indicate impairment might exist. Goodwill is evaluated at the reporting unit level. The Company has identified a single reporting unit.The Company conducts goodwill impairment testing as of October 1st of each year or whenever an indicator of impairment exists. The Company has the option to assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If, after assessing the qualitative factors, the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, then the Company will not be required to perform a quantitative test. However, if the Company concludes that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, then it is required to perform a quantitative impairment test. The quantitative test compares the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. |
Debt issuance costs and fees | Debt issuance costs and feesDebt issuance costs and fees are capitalized and amortized over the term of the related loans based on the effective interest method. Such amortization is a component of interest expenses, net on the consolidated statements of operations. Debt issuance costs related to outstanding debt are presented as a reduction of the carrying amount of the debt liability and debt issuance fees related to the Revolving Facility (as defined in Note 12—Long-term debt) are presented within other assets on the Company’s consolidated balance sheets. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the asset or liability. The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs to the calculation, as follows: Input level Description of input Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly Level 3 Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability |
Revenue | Revenue Revenue recognition Cyxtera derives the majority of its revenues from recurring revenue streams, consisting primarily of colocation service fees. The Company derives revenue from colocation service fees, which include fees for the licensing of space, power and interconnection services. The Company derives the significant majority 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. The remainder of the Company’s revenues are derived from non-recurring charges, such as installation fees and professional services, including remote support to troubleshoot technical issues and turnkey structured cabling solutions. The Company’s revenue contracts are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), with the exception of certain contracts that contain lease components and are accounted for in accordance with ASC Topic 842, Leases (“Topic 842”). Under the revenue accounting guidance, revenues are recognized when control of these products and services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for the products and services. Revenues from recurring revenue streams are generally invoiced monthly in advance and recognized ratably over the term of the contract, which is generally three years. Non-recurring installation fees, although generally invoiced in a lump sum upon installation, are deferred and recognized ratably over the contract term. Professional service fees and equipment sales are also generally invoiced in a lump sum upon service delivery and are recognized in the period when the services are provided or the equipment is delivered. For contracts with customers that contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The transaction price is allocated to the separate performance obligation on a relative standalone selling price basis. The standalone selling price is determined based on overall pricing objectives, taking into consideration market conditions, geographic locations and other factors. Other judgments include determining if any variable consideration should be included in the total contract value of the arrangement, such as price increases. Revenue is generally recognized on a gross basis in accordance with the accounting standard related to reporting revenue on a gross basis as a principal versus on a net basis as an agent, as the Company is primarily responsible for fulfilling the contract, bears inventory risk and has discretion in establishing the price when selling to the customer. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records the revenue on a net basis. The Company estimates credits on contractual billings using historical data and recognizes an allowance that reduces net sales. Historically, these credits have not been significant. Occasionally, the Company enters into contracts with customers for data center, office and storage spaces, which 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. Lease revenues are included within revenues in the Company’s consolidated statements of operations. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue. Contract balances The timing of revenue recognition, billings and cash collections result in accounts receivables, contract assets and deferred revenues. A receivable is recorded at the invoice amount, net of an allowance for doubtful accounts and is recognized in the period in which the Company has transferred products or provided services to its customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company’s contracts generally do not include a significant financing component. The Company assesses collectability based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. The Company generally does not request collateral from its customers. The Company also maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments that the Company had expected to collect. If the financial condition of the Company’s customers deteriorates or if they become insolvent, resulting in an impairment of their ability to make payments, greater allowances for doubtful accounts may be required. Management specifically analyzes accounts receivable and current economic news and trends, historical bad debts, customer concentrations, customer credit-worthiness and changes in customer payment terms when evaluating revenue recognition and the adequacy of the Company’s reserves. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectable are charged to bad debt expense, which is included in selling, general and administrative expenses in the consolidated statements of operations. Delinquent account balances are written off after management has determined that collection is not probable. A contract asset exists when the Company has transferred products or provided services to its customers, but customer payment is contingent upon satisfaction of additional performance obligations. Certain contracts include terms related to price arrangements such as price increases and free months. The Company recognizes revenues ratably over the contract term, which could potentially give rise to contract assets during certain periods of the contract term. Contract assets are recorded in prepaid and other current assets and other assets in the consolidated balance sheets. Deferred revenue (a contract liability) is recognized when the Company has an unconditional right to a payment before we transfer products or services to customers. Deferred revenue is included in other current liabilities and other liabilities in the consolidated balance sheets. Contract costs Direct and indirect incremental costs solely related to obtaining revenue generating contracts are capitalized as costs of obtaining a contract when they are incremental and if they are expected to be recovered. Such costs consist primarily of commission fees and sales bonuses, contract fulfillment costs, as well as other related payroll costs. Contract costs are amortized over the estimated period of benefit, which is estimated as three years, on a straight-line basis. |
Leases | Leases The Company determines if an arrangement is or contains a lease at its inception. The Company enters into lease arrangements primarily for data center spaces, office spaces and equipment. The Company recognizes a right-of-use (“ROU”) asset and lease liability on the consolidated balance sheets for all leases with a term longer than 12 months, including renewals. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are classified and recognized at the commencement date. Lease liabilities are measured based on the present value of fixed lease payments over the lease term. ROU assets consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Company. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation indices. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are included in the measurement of ROU assets and lease liabilities using the index or rate at the commencement date. Variable lease payments that do not depend on an index or a rate are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Since most of the Company’s leases do not provide an implicit rate, the Company uses its own incremental borrowing rate (“IBR”) on a collateralized basis in determining the present value of lease payments. The Company utilizes a market-based approach to estimate the IBR. The approach requires significant judgment. Therefore, the Company utilizes different data sets to estimate IBRs via an analysis of (i) yields on our outstanding traded bank loans (ii) yields on comparable credit rating composite curves and (iii) yields on comparable market curves. The majority of the Company’s lease arrangements include options to extend the lease. If the Company is reasonably certain to exercise such options, the periods covered by the options are included in the lease term. The Company recognizes rental expenses for operating leases that contain predetermined fixed escalation clauses on a straight-line basis over the expected term of the lease. The depreciable lives of certain fixed assets and leasehold improvements are limited by the expected lease term. The Company has certain leases that have an initial term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For such leases, the Company elected not to recognize any ROU asset or lease liability on the consolidated balance sheets. The Company has lease agreements with lease and non-lease components. The Company elected to account for the lease and non-lease components as a single lease component for all classes of underlying assets for which the Company has identified lease arrangements with non-lease components. Lease modifications In the normal course of business, the Company may modify leases, which could result in a change from the original lease classification (i.e. finance or operating leases). The Company remeasures the lease liability based on the lease term of the modified leases by discounting revised lease payments using a revised IBR at the effective date of the modification. The Company accounts for the remeasurement of lease liabilities and lease incentives from lessor by making corresponding adjustments to the relevant right-of-use asset. |
Restructuring charges | Restructuring chargesIf the Company commits to a plan to dispose of a long-lived asset before the end of its previously estimated useful life or changes its use of assets and estimated cash flows are revised accordingly, the Company may be required to record an asset impairment charge. Additionally, related liabilities may arise such as severance, contractual obligations and other accruals associated with site closures from decisions to dispose of assets. The Company estimates these liabilities based on the facts and circumstances in existence for each restructuring decision. The amounts the Company will ultimately realize or disburse could differ from the amounts assumed in arriving at the asset impairment and restructuring charges recorded. |
Warrant Liabilities | 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 to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 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. Upon the consummation of the Business Combination, Cyxtera assumed certain warrants issued by SVAC. Such warrants consisted of public warrants issued in SVAC’s initial public offering (“IPO”) (the “Public Warrants”) and warrants issued by SVAC to the SVAC Sponsor, LLC (the “Sponsor”) and certain clients of Starboard Value LP (the “Forward Purchasers”) in private placement transactions (the “Private Placement Warrants” and, together with the Public Warrants, the “Public and Private Placement Warrants”). The Public and Private Placement Warrants were reallocated upon the consummation of the Business Combination and 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. |
Income taxes | Income taxes The Company files a consolidated US federal, state, local and foreign income tax returns where applicable. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more-likely-than-not to be realized in the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. |
Equity-based compensation | Equity-based compensation SIS Profit Interest Units SIS has issued equity awards in the form of profit interest units (“PIUs”) to certain employees of Cyxtera and its affiliates. Compensation expense related to PIU awards is based on the fair value of the underlying units on the grant date. Fair value of PIUs is estimated using a Black-Scholes option pricing model (“OPM”), which requires assumptions as to expected volatility, dividends, term and risk-free rates. These PIUs vest based on a service condition. For additional information regarding equity-based compensation, see Note 15—Stock-based compensation. Stock-based compensation The Company maintains the 2021 Omnibus Incentive Plan (the “2021 Plan”), an equity incentive plan under which the Company may grant equity incentive awards, including non-qualified stock options, restrictive stock units (“RSUs”) and performance stock units (“PSUs”), 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. The fair value of each restricted stock unit is estimated on the grant date using the closing stock price of Class A common stock that is being traded on the Nasdaq Stock Market, LLC (“Nasdaq”). Forfeitures are recorded as they occur. 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. |
Other comprehensive (loss) income | Other comprehensive (loss) income Other comprehensive (loss) income refers to revenues, expenses, gains and losses that are included in comprehensive (loss) income but are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders’ equity. The Company’s other comprehensive (loss) income is composed of unrealized gains and losses on foreign currency translation adjustments. |
Advertising expenses | Advertising expensesCosts related to advertising are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. |
Recent accounting pronouncements | 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, for which an entity has elected certain optional expedients 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. Subsequently, in December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Reference Rate Reform (Topic 848) . Topic 848 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The ASU is effective as of December 21, 2022 through December 31, 2024. The Company is evaluating the impact that the adoption of these standards will have on its consolidated financial statements. In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. We adopted the amendments in Topic 740 as of January 1, 2022, without a material impact on our 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 August 2020, the FASB issued ASU 2020-06, Debt: Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The guidance simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021. The Company adopted this new guidance on January 1, 2022 without a material impact on its consolidated financial statements. In February 2016, FASB issued Topic 842, which replaced the guidance in former ASC Topic 840, Leases . The new lease guidance increases transparency and comparability among organizations by requiring the recognition of the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s future obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) an operating lease ROU asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The accounting for the Company’s finance leases remains substantially unchanged . Topic 842 allows entities to adopt using one of two methods: the modified retrospective transition method or the alternative transition method. During the year ended December 31, 2022, the Company adopted Topic 842, with an effective date of January 1, 2022, using the alternative transition method. Therefore, results for reporting periods beginning after January 1, 2022 are presented under Topic 842, while comparative information has not been restated and continues to be reported under accounting standards in effect for those periods. The Company recognized the cumulative effects of initially applying the standard as an adjustment to the operating lease right-of-use assets, intangible assets, operating lease liabilities and other liabilities in the period of adoption. In adopting the new guidance, the Company elected to apply the package of practical expedients permitted under the transition guidance, which allows the Company not to reassess (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. Adoption of the standard had a significant impact on the Company’s consolidated balance sheets, including the (1) recognition of new ROU assets and liabilities on its balance sheet for all operating leases; and (2) reclassification of previously recognized lease abandonment liabilities, deferred rent, and favorable and unfavorable lease interests, as a reduction of or addition to the ROU assets recognized at adoption. The adoption of the standard did not have a significant impact on the consolidated statements of operations and statements of cash flow. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2022 due to the adoption of Topic 842 was as follows (in millions): Balance Sheet Balances at December 31, 2021 Adjustments due to adoption of Topic 842 Balances at January 1, 2022 Assets Operating lease right-of-use assets $ — $ 290.6 $ 290.6 Intangible assets, net 519.8 (32.7) 487.1 Liabilities Current portion of operating lease liabilities — 32.2 32.2 Operating lease liabilities, less current portion — 319.0 319.0 Other liabilities 158.2 (93.3) 64.9 See Note 11—Leases for additional information. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property Plant and Equipment | The estimated useful lives used in computing depreciation and amortization are as follows: Asset class Estimated useful Buildings 10—40 Leasehold improvements 3—40 Personal property 2—15 |
Schedule Of Cumulative Effect of the Changes Made to Consolidated Balance Sheet From the Adoption of Topic 842 | The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2022 due to the adoption of Topic 842 was as follows (in millions): Balance Sheet Balances at December 31, 2021 Adjustments due to adoption of Topic 842 Balances at January 1, 2022 Assets Operating lease right-of-use assets $ — $ 290.6 $ 290.6 Intangible assets, net 519.8 (32.7) 487.1 Liabilities Current portion of operating lease liabilities — 32.2 32.2 Operating lease liabilities, less current portion — 319.0 319.0 Other liabilities 158.2 (93.3) 64.9 |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2021: Recapitalization SVAC’s trust and cash, net of redemption $ 143.9 Cash-PIPE Investment 250.0 Cash-Forward Purchase 100.0 Less: transaction cost and advisory fees, net of tax benefit (59.4) Net proceeds from reverse recapitalization 434.5 Plus: non-cash net liabilities assumed (1) (41.8) Less: accrued transaction costs and advisory fees (0.4) Net contributions from reverse recapitalization $ 392.3 (1) Represents $41.8 million of non-cash Public Warrants and Private Placement Warrants liabilities assumed. |
Loss per common share (Tables)
Loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding as of December 31, 2022 and 2021, from the computation of diluted net loss per share because including them would have an anti-dilutive effect: Year Ended December 31, 2022 2021 Public and Private Warrants (2) — 19,356,867 Unvested employee stock options 830,547 849,233 Unvested restrictive stock units 3,938,963 3,347,511 Optional shares (1) — 7,500,000 Unvested performance stock units 349,766 — Unissued employee stock purchase plan shares 159,626 — Total shares 5,278,902 31,053,611 (1) Optional shares were excluded from the computation of diluted loss per share for the periods these instruments represented potential dilutive common stock equivalents during the year ended December 31, 2022. |
Restructuring, impairment, si_2
Restructuring, impairment, site closures and related costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring, Impairment, Site Closures and Related Costs | The activity in the restructuring liability reserve for the years e nded December 31, 2022 and 2021, w as as follows (in millions): 2022 2021 Beginning balance $ 62.3 $ — Lease termination costs — 64.4 Reclassification of deferred rent credits — 3.4 Reclassification of the restructuring liability to ROU Asset (53.0) — Accretion 0.6 3.5 Payments (1.2) (9.0) Ending balance $ 8.7 $ 62.3 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | 2022 2021 2020 Recurring revenue $ 710.6 $ 671.5 $ 657.4 Non-recurring revenues 35.4 32.2 33.1 Total $ 746.0 $ 703.7 $ 690.5 |
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 (decrease) increase during the year ended December 31, 2020 (31.7) (8.7) (7.0) 1.0 8.5 Closing balances as of December 31, 2020 33.5 23.8 16.8 15.6 18.1 Net (decrease) increase during the year ended December 31, 2021 (15.2) (6.6) (4.7) (1.1) (3.4) Closing balances as of December 31, 2021 18.3 17.2 12.1 14.5 14.7 Net (decrease) increase during the year ended December 31, 2022 10.0 (1.5) 1.7 7.9 1.0 Closing balances as of December 31, 2022 $ 28.3 $ 15.7 $ 13.8 $ 22.4 $ 15.7 |
Balance sheet components (Table
Balance sheet components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance For Doubtful Accounts | The activity in the allowance for doubtful accounts during the year en ded December 31, 2022 and 2021 was as follows (in millions): 2022 2021 Beginning balance $ 0.3 $ 1.4 Current period provisions 0.1 0.1 Recoveries and reversal of allowance (0.3) (1.2) Ending balance $ 0.1 $ 0.3 tivity in the allowance for loan losses on the Promissory Notes during the years ended December 31, 2021 and 2020, was a s follows (in millions): 2021 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 December 31, 2022 and 2021 (in millions): 2022 2021 Contract asset, current $ 15.7 $ 17.2 Prepaid expenses 22.2 19.3 Other current assets 0.2 1.0 Total prepaid and other current assets $ 38.1 $ 37.5 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consist of the following as of December 31, 2022 and 2021 (in millions): 2022 2021 Land $ 10.6 $ 10.6 Buildings 1,168.3 1,030.4 Leasehold improvements 945.8 933.5 Personal property 253.3 222.9 Construction in progress 135.5 65.2 2,513.5 2,262.6 Less: accumulated depreciation and amortization (874.9) (731.8) Property, plant and equipment, net $ 1,638.6 $ 1,530.8 |
Goodwill and Intangible assets
Goodwill and Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill during the years ended December 31, 2022 and 2021 are as follows (in millions): Balance as of January 1, 2021 $ 762.2 Impact of foreign currency translation (0.5) Balance as of December 31, 2021 761.7 Goodwill Impairment (153.6) Impact of foreign currency translation (8.5) Balance as of December 31, 2022 $ 599.6 |
Schedule of Finite-Lived Intangible Assets | Summarized below are the carrying values for the major classes of amortizing intangible assets as of December 31, 2022 and 2021 (in millions): 2022 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 768.0 $ (341.7) $ 426.3 $ 768.0 $ (281.4) $ 486.6 Favorable leasehold interests — — — 57.6 (24.9) 32.7 Developed technology 0.3 (0.3) — 0.3 (0.3) — Total intangibles $ 768.3 $ (342.0) $ 426.3 $ 825.9 $ (306.6) $ 519.3 |
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: 2023 $ 60.3 2024 60.3 2025 60.3 2026 60.3 2027 60.3 Thereafter 124.8 Total amortization expense $ 426.3 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 of December 31, 2022 and 2021 (in millions): 2022 2021 Carrying value Fair value Carrying value Fair value 2017 First Lien Term Facility $ 772.2 $ 780.0 $ 778.3 $ 780.0 2019 First Lien Term Facility 96.8 98.0 97.5 98.0 Revolving Facility — — 2.7 2.7 2021 Revolving Facility 42.0 42.0 37.3 37.3 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Expenses | The components of lease expenses and income are as follows (in millions): Year Ended December 31, 2022 Finance lease cost Amortization of ROU assets (1) $ 57.8 Interest on lease liabilities (2) 114.2 Total finance lease cost 172.0 Operating lease cost (3)(6) 59.8 Variable lease cost (4) 14.4 Sublease income (5) (15.6) Total lease cost $ 230.6 (1) Amortization of assets under finance leases is included in depreciation and amortization expense in the Company’s consolidated statements of operations. (2) Interest on lease liabilities is included in interest expense, net in the Company’s consolidated statements of operations. (3) Operating lease costs for data centers is included in cost of revenue, excluding depreciation and amortization in the Company’s consolidated statements of operations. Operating lease costs for office leases is included in selling, general and administrative expenses in the Company’s consolidated statements of operations. (4) Variable lease costs for operating leases is included in costs of revenue, excluding depreciation and amortization in the Company’s consolidated statements of operations. (5) The Company has subleases for certain data centers with a couple of our c ustomers. The Company also has a sublease of the Addison office space described in Note 5. Sublease and lease income of $13.8 million in connection with our customers is included in revenues in the Company’s consolidated statements of operations. Sublease income of $1.8 million in connection with the Addison office lease is included in restructuring, impairment, site closures and related costs in the Company’s consolidated statements of operations. (6) During the year ended December 31, 2022, the Company recognized $5.2 million of restructuring expenses recorded in restructuring, impairment, site closures and related costs in the consolidated statements of operations. The restructuring costs were composed of $5.8 million of operating lease cost, $0.6 million of variable lease cost, and $0.6 million of accretion expense, net of $1.8 million of income recognized from the Addison sublease . Other information related to leases is as follows (in millions): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from finance leases $ 104.0 Operating cash outflows from operating leases 59.6 Financing cash outflows from finance lease 49.2 Right-of-use assets obtained in exchange for lease liabilities: Finance leases 165.4 Operating leases 272.5 As of December 31, 2022 Weighted-average remaining lease term (in years) - finance leases (1) 20.5 Weighted-average remaining lease term (in years) - operating leases (1) 9.8 Weighted-average discount rate - finance leases 10.0 % Weighted-average discount rate - operating lease 8.9 % |
Maturities of Operating Lease Liabilities | Maturities of lease liabilities under Topic 842 as of December 31, 2022 are as follows (in millions): Operating Leases (1) Finance Leases Total 2023 $ 60.0 $ 154.8 $ 214.8 2024 59.6 145.3 204.9 2025 51.2 147.6 198.8 2026 46.7 142.0 188.7 2027 44.4 120.3 164.7 Thereafter 220.0 2,479.3 2,699.3 Total lease payments $ 481.9 $ 3,189.3 $ 3,671.2 Less: imputed interest $ (174.6) $ (2,067.5) $ (2,242.1) Total $ 307.3 $ 1,121.8 $ 1,429.1 (1) Minimum lease payments have not been reduced by minimum sublease rent als of $147.4 million due in the future under non-cancelable subleases. |
Maturities of Finance Lease Liabilities | Maturities of lease liabilities under Topic 842 as of December 31, 2022 are as follows (in millions): Operating Leases (1) Finance Leases Total 2023 $ 60.0 $ 154.8 $ 214.8 2024 59.6 145.3 204.9 2025 51.2 147.6 198.8 2026 46.7 142.0 188.7 2027 44.4 120.3 164.7 Thereafter 220.0 2,479.3 2,699.3 Total lease payments $ 481.9 $ 3,189.3 $ 3,671.2 Less: imputed interest $ (174.6) $ (2,067.5) $ (2,242.1) Total $ 307.3 $ 1,121.8 $ 1,429.1 (1) Minimum lease payments have not been reduced by minimum sublease rent als of $147.4 million due in the future under non-cancelable subleases. |
Minimum Future Rentals to be Received | Future minimum lease receipts under operating lease obligations under Topic 842 as of December 31, 2022 are as follows (in millions): Lease receipts 2023 $ 26.0 2024 26.0 2025 26.1 2026 26.1 2027 19.3 Thereafter 32.0 Total minimum lease receipts $ 155.5 |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease receipts and payments under operating lease obligations under ASC Topic 840 as of December 31, 2021 are as follows (in millions): For the years ending: Lease receipts Lease commitments (1) 2022 $ 12.2 $ 60.3 2023 12.2 59.7 2024 12.2 59.2 2025 12.2 50.6 2026 12.2 46.3 Thereafter 4.1 273.8 Total minimum lease receipts/payments $ 65.1 $ 549.9 (1) Minimum lease payments have not been reduced by minimum sublease rentals of $45.1 million due in the future under non-cancelable subleases. |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments under capital lease arrangements and sale-leaseback financing obligations under ASC Topic 840 as of December 31, 2021 are as follows (in millions): For the years ending: 2022 $ 135.1 2023 128.3 2024 118.5 2025 120.6 2026 119.3 Thereafter 2,285.0 Total minimum lease payments 2,906.8 Less: amount representing interest (1,930.5) Present value of net minimum lease payments 976.3 Less: current portion (38.5) Capital leases, net of current portion $ 937.8 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following as o f December 31, 2022 and 2021 (in millions): 2022 2021 2017 First Lien Term Facility due May 2024 $ 772.2 $ 778.3 2019 First Lien Term Facility due May 2024 96.8 97.5 Revolving Facility due May 2022 — 2.7 2021 Revolving Facility due November 2023 42.0 37.3 Less: unamortized debt issuance costs (4.0) (7.5) 907.0 908.3 Less: current maturities of long-term debt (53.5) (11.8) Long-term debt, net current portion $ 853.5 $ 896.5 |
Schedule of Maturities of Long-term Debt | The aggregate maturities of our long-term debt, including the 2021 Revolving Facility, are as follows as of December 31, 2022 (in millions): For the years ending: Principal amount 2023 $ 53.5 2024 853.5 2025 — 2026 — Total $ 907.0 |
Schedule of Interest Expense Net | Interest expense, net for the years ended December 31, 2022, 2021 and 2020 consist of the following (in millions): 2022 2021 2020 Interest expense on debt, net of capitalized interest $ 45.2 $ 53.3 $ 66.6 Interest expense on capital leases 114.2 101.5 98.0 Amortization of deferred financing costs and fees 3.9 10.1 5.8 Interest income on Promissory Notes (Note 21) — — (1.0) Total $ 163.3 $ 164.9 $ 169.4 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2 warrant liabilities measured at fair value during the year ended December 31, 2022 and 2021 (in millions): (in millions) Public Warrants (Level 1) Private Placement Warrants (Level 2) Private Placement Warrants (Level 3) Total Balance at January 1, 2021 $ — $ — $ — $ — Warrants assumed on July 29, 2021 23.2 — 18.6 41.8 Level 3 transfer-out and Level 2 transfer-in — 18.6 (18.6) — Change in fair value of the warrant liabilities 15.5 10.0 — 25.5 Warrants exercised for Class A common stock (2.6) — — (2.6) Balance at December 31, 2021 $ 36.1 $ 28.6 $ — $ 64.7 Warrants exercised for Class A common stock (28.9) (24.0) — (52.9) Change in fair value of the warrant liabilities (7.2) (4.6) — (11.8) Balance at December 31, 2022 $ — $ — $ — $ — |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of PIU Awards Granted to the Employees of the Company | A summary of PIU awards granted by SIS to the employees of the Company, for the years ended December 31, 2022, 2021 and 2020 is presen ted below: Number of units Weighted-average grant date fair value Outstanding at January 1, 2020 686,714 $ 82.65 Forfeited (48,995) $ (81.95) Outstanding at December 31, 2020 637,719 $ 82.70 Forfeited (4,407) $ (89.00) Outstanding at December 31, 2021 633,312 $ 82.63 Forfeited — $ — Outstanding at December 31, 2022 633,312 $ 82.63 |
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 year ended December 31, 2021: Stock Options Granted during the Year Ended December 31, 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 — % Inputs As of March 23, 2022 Risk-free interest rate 2.3 % Volatility for Least-Square Monte Carlo Model 39.0 % Expected Term in Years 2.8 Dividend Yield — % Fair Value of Class A Common Stock $ 11.66 |
Schedule of Stock Options Transactions | Stock option transactions for the year ended December 31, 2022 are 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, 2022 849,233 $ 9.55 — $ — Granted 6,228 $ — Exercised — $ — Expired/forfeited (24,914) $ 9.55 Outstanding at December 31, 2022 830,547 $ 9.55 8.6 $ — Exercisable, December 31, 2022 263,823 $ — — $ — Ending vested and expected to vest, December 31, 2022 830,547 $ 9.55 8.6 $ — RSUs transactions for the year ended December 31, 2022 are as follows: Shares Subject to RSUs Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Weighted Average Grant Date Aggregate Intrinsic Value Outstanding from January 1, 2022 3,335,811 $ — — $ 9.34 $ — Granted 1,881,191 $ — $ 11.81 Vested (1,117,307) $ — $ 9.38 Expired/forfeited (160,732) $ — $ 9.88 Outstanding at December 31, 2022 3,938,963 $ — 1.1 $ 10.47 $ 7,562,809 Exercisable, December 31, 2022 — $ — — $ — $ — Ending vested and expected to vest, December 31, 2022 3,938,963 $ — 1.1 $ 10.47 $ 7,562,809 |
Share-based Payment Arrangement, Performance Shares, Activity | The PSUs are subject to two types of performance conditions: relative total shareholder return (“TSR”) based on achievement of certain market conditions, and adjusted earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”), each of which is weighted one-half of the PSU, as shown in more detail below. Payout Percentage Metric Weight Performance Period Vesting Period Index Below Threshold Threshold Target Maximum TSR 50% 3-year rolling Annual (33.33% per year) Russell 1000 0% 50% (25th percentile) 100% (50th percentile) 200% (75th percentile) Adj. EBITDA 50% 3-year rolling Annual (33.33% per year) N/A 0% 50% 100% 200% |
Schedule of Performance Shares, Outstanding Activity | The following table summarizes PSU activity for the year ended December 31, 2022 : Number of Units Weighted-average grant date fair value Non-vested as of January 1, 2022 — $ — Granted (1) 349,766 $ 15.78 Vested — $ — Forfeited — $ — Unvested as of December 31, 2022 349,766 $ 15.78 (1) Year Two and Year Three Adj. EBITDA measured PSUs are excluded from the total amount of granted PSUs, since such units are not deemed granted for accounting purposes as of December 31, 2022 . We exclude d 174,883 of Year Two and Year Three Adj. EBITDA measured PSUs. |
Schedule of pertaining to the Company’s ESPP | The following table provides details pertaining to the ESPP for the periods indicated: For the Year Ended December 31, 2022 Cash proceeds (in millions) $ 0.8 Common shares issued 159,626 Fair value of ESPP at grant date $ 5.73 Stock price at grant date $ 5.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Expense) | The components of loss before income taxes for the years ended December 31, 2022, 2021 and 2020 consists of the following (in millions): 2022 2021 2020 Domestic and foreign loss US loss $ (321.9) $ (284.9) $ (97.9) Foreign loss (33.9) (20.8) (21.4) Total loss before income taxes $ (355.8) $ (305.7) $ (119.3) The income tax benefit (expense) from continuing operations for the years ended December 31, 2022, 2021 and 2020 consists of the following (in millions): 2022 2021 2020 Current US Federal $ — $ — $ — US State and local (0.2) (0.2) (0.2) Foreign (1.4) (0.2) (2.2) Total current tax provision (1.6) (0.4) (2.4) Deferred US Federal 2.4 42.5 5.7 US State and local (1.0) 4.9 (1.7) Foreign 0.9 0.8 (5.1) Total deferred tax provision 2.3 48.2 (1.1) Total income tax benefit (expense) $ 0.7 $ 47.8 $ (3.5) |
Schedule of Effective Income Tax Rate Reconciliation | An income tax reconciliation between the US statutory tax rate of 21% for each of the years ended December 31, 2022, 2021 and 2020 and the effective tax rate is as follows (in millions): 2022 2021 2020 Income tax at US federal statutory income tax rate $ 74.7 $ 64.2 $ 25.1 State and local taxes, net of federal income tax benefit 7.1 12.6 9.2 Valuation allowance (44.5) (21.9) (31.6) Goodwill impairment loss (32.3) — — Change in fair value of the warrant liabilities 2.5 (5.4) — Nondeductible equity-based compensation (0.2) (1.3) (1.6) Taxes of foreign operations at rates different than US Federal statutory rates (2.0) 1.1 (1.9) Foreign adjustments (1.3) 0.6 (1.8) Impact of foreign law changes — (1.0) — Other (3.3) (1.1) (0.9) Total income tax benefit (expense) $ 0.7 $ 47.8 $ (3.5) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 consists of the following (in millions): 2022 2021 Deferred tax assets Net operating loss carryforward $ 94.4 $ 91.6 Interest expense limitation carryforward 57.9 44.9 Finance lease 263.4 55.1 Operating lease liabilities 60.4 — Other accruals 16.1 14.1 Acquisition and other related costs 4.6 4.9 Asset retirement obligations 1.9 1.7 Allowance for doubtful accounts 0.1 1.2 Deferred rent — 3.6 Other 11.4 4.8 Gross deferred tax assets 510.2 221.9 Valuation allowance (98.2) (53.7) Total deferred tax assets, net of valuation allowance 412.0 168.2 Deferred tax liabilities Finance lease (216.0) — Intangibles (163.7) (165.7) Operating lease right-of-use assets (45.3) — Property and equipment (6.4) (23.4) Contract asset (3.1) (2.4) Other (3.4) (5.6) Total deferred tax liabilities (437.9) (197.1) Deferred tax liabilities, net $ (25.9) $ (28.9) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, for 2022, 2021 and 2020, is as follows (in millions): 2022 2021 2020 Gross unrecognized tax benefits - beginning of period $ — $ 1.0 $ — Increases related to prior year tax positions 1.2 — — Increases related to current year tax positions — — 1.0 Decreases related to settlements (1.2) (1.0) — Gross unrecognized tax benefits - end of period $ — $ — $ 1.0 |
Certain relationships and rel_2
Certain relationships and related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Allowance For Doubtful Accounts | The activity in the allowance for doubtful accounts during the year en ded December 31, 2022 and 2021 was as follows (in millions): 2022 2021 Beginning balance $ 0.3 $ 1.4 Current period provisions 0.1 0.1 Recoveries and reversal of allowance (0.3) (1.2) Ending balance $ 0.1 $ 0.3 tivity in the allowance for loan losses on the Promissory Notes during the years ended December 31, 2021 and 2020, was a s follows (in millions): 2021 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 years ended December 31, 2022, 2021 and 2020 (in millions): 2022 2021 2020 Revenues (1) $ 1.1 $ 1.5 $ 0.2 Selling, general and administrative expenses (2) 0.4 1.0 0.3 Recovery of notes receivable from affiliate (3) — — (97.7) Interest income (4) — — 1.0 Other (expense) income, net (5) — (1.2) 4.2 (1) Revenues for the years ended December 31, 2022, 2021 and 2020 include amounts recognized from contracts with Appgate, Altice, Brainspace Corporation, Navex, 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 from contracts with Appgate and Presidio. (3) Represents net recovery recognized in connection with amounts funded under the Promissory Notes. (4) Represents interest income recognized under one of the Promissory Notes and under the Transaction Services Agreement for the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022 and 2021, the Company had the following balances arising from transactions with related parties (in millions): 2022 2021 Accounts receivable (1) $ 0.1 $ 0.1 Accounts payable (2) — 0.6 (1) Accounts receivable at December 31, 2022 and 2021, include trade receivables due from Appgate. (2) Accounts payable at December 31, 2022 and 2021, include trade payables due to Appgate. |
Organization and description _2
Organization and description of the business (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) market dataCenter continent $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | May 07, 2021 USD ($) | May 01, 2017 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of highly interconnected data centers | dataCenter | 65 | |||
Number of global markets | market | 33 | |||
Number of continents with data centers | continent | 3 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Long-term debt | $ 907,000,000 | $ 908,300,000 | ||
Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,275,000,000 | |||
2021 Revolving Facility | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Long-term debt, gross | 42,000,000 | $ 37,300,000 | ||
2017 First Lien Term Facility and 2019 First Lien Term Facility | Secured Debt | ||||
Business Acquisition [Line Items] | ||||
Long-term debt | 869,000,000 | |||
Revolving Facility | 2021 Revolving Facility | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 120,100,000 | ||
SVAC | Legacy Cyxtera | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued (in shares) | shares | 120,568,182 |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
May 01, 2017 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||
Initial renewal term | 3 years | ||||
Rental space initial renewal term | 10 years | ||||
Period of deferred gain | 5 years | ||||
Interest costs capitalized | $ 4.5 | $ 1.7 | |||
Asset retirement obligation | $ 6.9 | $ 7.2 | 6.9 | ||
Revenue term of contract | 3 years | ||||
Contract cost, amortization period | 3 years | ||||
Warrant liabilities derecognized | $ 64.7 | ||||
Change in fair value of the warrant liabilities | $ 11.8 | (25.5) | $ 0 | ||
Advertising expense | $ 4.1 | $ 3.2 | $ 2.4 | ||
Employee Stock | |||||
Concentration Risk [Line Items] | |||||
Share-based compensation, purchase price of common stock, percent | 85% | ||||
Minimum | |||||
Concentration Risk [Line Items] | |||||
Contract payment period | 30 days | ||||
Maximum | |||||
Concentration Risk [Line Items] | |||||
Contract payment period | 45 days | ||||
Lumen Technologies Inc | |||||
Concentration Risk [Line Items] | |||||
Gain on settlement of transactions | $ 11 | ||||
Lumen Technologies Inc | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10% | 11% | 14% |
Summary of significant accoun_5
Summary of significant accounting policies - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (years) | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (years) | 40 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (years) | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (years) | 40 years |
Personal property | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (years) | 2 years |
Personal property | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (years) | 15 years |
Summary of significant accoun_6
Summary of significant accounting policies - Cumulative Effect of Changes from Adoption of Topic 842 (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 248 | |
Intangible assets, net | 427.6 | $ 519.8 |
Current portion of operating lease liabilities | 35.3 | |
Operating lease liabilities, less current portion | 272 | |
Other liabilities | $ 75.3 | 158.2 |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 0 | |
Intangible assets, net | 519.8 | |
Current portion of operating lease liabilities | 0 | |
Operating lease liabilities, less current portion | 0 | |
Other liabilities | 158.2 | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 290.6 | |
Intangible assets, net | (32.7) | |
Current portion of operating lease liabilities | 32.2 | |
Operating lease liabilities, less current portion | 319 | |
Other liabilities | (93.3) | |
Cumulative Effect, Period of Adoption, Adjusted Balance | Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 290.6 | |
Intangible assets, net | 487.1 | |
Current portion of operating lease liabilities | 32.2 | |
Operating lease liabilities, less current portion | 319 | |
Other liabilities | $ 64.9 |
Business combination - Narrativ
Business combination - Narrative (Details) - USD ($) | 1 Months Ended | |||||||
Jan. 31, 2022 | Jul. 29, 2021 | Sep. 09, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 21, 2021 | Dec. 31, 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) | 179,683,659 | 166,207,190 | ||||||
Optional Share Purchase Agreement, option exercisable period after closing | 6 months | |||||||
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 | |||||||
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 and Institutional Buyers | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 250,000,000 | $ 250,000,000 | ||||||
Payments of stock issuance costs | 59,400,000 | |||||||
Forward Purchasers | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 100,000,000 | |||||||
Starboard Value Acquisition Company | SIS | Affiliated Entity | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Stock price at grant date (in dollars per share) | $ 10 | |||||||
Starboard Value Acquisition Company | Forward Purchasers | Affiliated Entity | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Number of shares authorized to purchase (in shares) | 7,500,000 | 3,750,000 | ||||||
Common Class A | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Common stock outstanding (in shares) | 165,978,740 | |||||||
Sale of stock, number of shares converted in transaction (in shares) | 10,105,863 | |||||||
Common Class A | Institutional Buyers and Accredited Investors | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 25,000,000 | |||||||
Common Class A | Forward Purchasers | ||||||||
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 | |||||||
Common Class A | Starboard Value Acquisition Corp Shareholders | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Amount from operating accounts | $ 1,400,000 | |||||||
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] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 7,500,000 | |||||||
Sale of stock, consideration received on transaction | $ 75,000,000 | |||||||
Stock price at grant date (in dollars per share) | $ 10 | $ 10 | ||||||
Stock repurchase program, authorized amount | $ 75,000,000 | |||||||
Number of shares authorized to purchase (in shares) | 7,500,000 | |||||||
Common Class A | Starboard Value Acquisition Company | SIS | Affiliated Entity | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 37,500,000 | |||||||
Common Class A | Starboard Value Acquisition Company | Forward Purchasers | Affiliated Entity | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 37,500,000 | $ 75,000,000 | ||||||
Common Class A | Starboard Value Acquisition Company | SIS and Forward Purchasers | Affiliated Entity | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Stock price at grant date (in dollars per share) | $ 10 | |||||||
Number of shares authorized to purchase (in shares) | 3,750,000 | |||||||
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 | |||||||
Common stock outstanding (in shares) | 14,246,562 | |||||||
Amount held in trust | $ 142,500,000 | |||||||
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 |
Business combination - Consider
Business combination - Consideration Paid (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
SVAC’s trust and cash, net of redemption | $ 143.9 |
Cash-PIPE Investment | 250 |
Cash-Forward Purchase | 100 |
Less: transaction cost and advisory fees, net of tax benefit | (59.4) |
Net proceeds from reverse recapitalization | 434.5 |
Plus: non-cash net liabilities assumed | (41.8) |
Less: accrued transaction costs and advisory fees | (0.4) |
Net contributions from reverse recapitalization | 392.3 |
Non-cash warrant liability assumed | $ 41.8 |
Loss per common share - Schedul
Loss per common share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Jan. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,278,902 | 31,053,611 | 0 | |
Public and Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,400,000 | 0 | 19,356,867 | |
Unvested employee stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 830,547 | 849,233 | ||
Unvested restrictive stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,938,963 | 3,347,511 | ||
Optional shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 7,500,000 | ||
Unvested performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 349,766 | 0 | ||
Unissued employee stock purchase plan shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 159,626 | 0 |
Loss per common share - Narrati
Loss per common share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,278,902 | 31,053,611 | 0 |
Restructuring, impairment, si_3
Restructuring, impairment, site closures and related costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 01, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring, impairment, site closures and related costs | $ 0 | $ 2 | $ 0 | ||||
Reclassification of the restructuring liability to ROU Asset | 53 | 0 | |||||
Accretion | $ 0.6 | 3.5 | $ 0 | ||||
Revision of Prior Period, Accounting Standards Update, Adjustment | Accounting Standards Update 2016-02 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reclassification of the restructuring liability to ROU Asset | $ 53 | ||||||
Addison Site | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Remaining lease term | 10 years | ||||||
Restructuring, impairment, site closures and related costs | $ 7.9 | ||||||
Addison Site | Contract Termination | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring, impairment, site closures and related costs | 5.9 | ||||||
Addison Site | Assets Disposal | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring, impairment, site closures and related costs | $ 2 | ||||||
Moses Lake Site | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Capital lease obligation, related charges | $ 58.5 | ||||||
Moses Lake Site | Facility Closing | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Accelerated depreciation and amortization | 1.8 | ||||||
Favorable leasehold interest amortization | $ 0.6 |
Restructuring, impairment, si_4
Restructuring, impairment, site closures and related costs - Restructuring Liability Reserve (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 62.3 | $ 0 | |
Lease termination costs | 0 | 64.4 | |
Reclassification of deferred rent credits | 0 | 3.4 | |
Reclassification of the restructuring liability to ROU Asset | (53) | 0 | |
Accretion | 0.6 | 3.5 | $ 0 |
Payments | (1.2) | (9) | |
Ending balance | $ 8.7 | $ 62.3 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 746 | $ 703.7 | $ 690.5 |
Recurring revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 710.6 | 671.5 | 657.4 |
Non-recurring revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 35.4 | $ 32.2 | $ 33.1 |
Revenue - Summary of Opening an
Revenue - Summary of Opening and Closing Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables | |||
Opening balance | $ 18.3 | $ 33.5 | $ 65.2 |
Net (decrease) increase during the period | 10 | (15.2) | (31.7) |
Ending balance | 28.3 | 18.3 | 33.5 |
Contract asset, current | |||
Opening balance | 17.2 | 23.8 | 32.5 |
Net (decrease) increase during the period | (1.5) | (6.6) | (8.7) |
Ending balance | 15.7 | 17.2 | 23.8 |
Contract asset, non-current | |||
Beginning balance | 12.1 | 16.8 | 23.8 |
Net (decrease) increase during the period | 1.7 | (4.7) | (7) |
Ending balance | 13.8 | 12.1 | 16.8 |
Deferred revenue, current | |||
Beginning balance | 14.5 | 15.6 | 14.6 |
Net (decrease) increase during the period | 7.9 | (1.1) | 1 |
Ending balance | 22.4 | 14.5 | 15.6 |
Deferred revenue, non-current | |||
Beginning balance | 14.7 | 18.1 | 9.6 |
Net (decrease) increase during the period | 1 | (3.4) | 8.5 |
Ending balance | $ 15.7 | $ 14.7 | $ 18.1 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||
Deferred revenue recognized | $ 14.3 | $ 15.6 | $ 8.2 |
Advance billing, deferred revenue | 50.7 | 46.1 | 44.6 |
Capitalized contract costs | 29.5 | 29.3 | 40.6 |
Contract costs amortization | 19.5 | 26.5 | 35.1 |
Cost of Sales | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs amortization | 6.6 | 15.2 | 24.1 |
Selling, General and Administrative Expenses | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs amortization | 12.9 | 11.3 | 11 |
Prepaid Expenses and Other Current Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract costs | 15.7 | 17.2 | 23.8 |
Other Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract costs | $ 13.8 | $ 12.1 | $ 16.8 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue term of contract | 3 years | |
Remaining performance obligations amount | $ 942.3 | $ 818 |
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 | 45% | |
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 | 43% | 27% |
Revenue, remaining performance obligation, remaining satisfaction period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 27% | 28% |
Revenue, remaining performance obligation, remaining satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations percentage | 31% | |
Revenue, remaining performance obligation, remaining satisfaction period |
Balance sheet components - Allo
Balance sheet components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 0.3 | $ 1.4 |
Provision for loan losses | 0.1 | 0.1 |
Recoveries and reversal of allowance | (0.3) | (1.2) |
Ending balance | $ 0.1 | $ 0.3 |
Balance sheet components - Narr
Balance sheet components - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Recoveries and reversal of allowance | $ 0.3 | $ 1.2 | ||
Maximum uncollected receivables available | $ 37.5 | |||
Master receivables purchase agreement, extension period | 540 days | |||
Master receivable purchase agreement, term, period with obligation to complete purchase | 360 days | |||
Invoice face amount factored percentage | 85% | |||
Trade receivables, unused percentage | 2% | |||
Proceeds from factored receivables, gross | 10.9 | 101.2 | ||
Proceeds from factored receivables, net | 10.7 | 99.5 | ||
Factored receivables fees | 0.2 | $ 1.7 | ||
Accounts receivable from securitization | $ 37.5 | |||
Accounts receivable securitization drawing | 17.3 | |||
Other Current Liabilities | ||||
Accounts servicing liabilities | $ 20.2 |
Balance sheet components - Prep
Balance sheet components - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Contract asset, current | $ 15.7 | $ 17.2 | $ 23.8 | $ 32.5 |
Prepaid expenses | 22.2 | 19.3 | ||
Other current assets | 0.2 | 1 | ||
Total prepaid and other current assets | $ 38.1 | $ 37.5 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,513.5 | |
Less: accumulated depreciation and amortization | (874.9) | |
Property, plant and equipment, net | 1,638.6 | |
Property, plant and equipment, gross | $ 2,262.6 | |
Less: accumulated depreciation and amortization | (731.8) | |
Property and equipment, net | 1,530.8 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10.6 | |
Property, plant and equipment, gross | 10.6 | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,168.3 | |
Property, plant and equipment, gross | 1,030.4 | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 945.8 | |
Property, plant and equipment, gross | 933.5 | |
Personal property | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 253.3 | |
Property, plant and equipment, gross | 222.9 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 135.5 | |
Property, plant and equipment, gross | $ 65.2 |
Property, plant and equipment_4
Property, plant and equipment, net - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Finance lease assets | $ 1,130.9 | ||
Accumulated amortization of finance lease assets | 235.2 | ||
Capital leased assets, gross | $ 943.8 | ||
Accumulated amortization | 193.4 | ||
Depreciation and amortization | $ 182.7 | $ 180.3 | $ 171.4 |
Goodwill and Intangible asset_2
Goodwill and Intangible assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 599,600,000 | $ 761,700,000 | $ 762,200,000 |
Indefinite-lived intangible assets | 1,300,000 | 500,000 | |
Assets, accumulated amortization | 342,000,000 | 306,600,000 | |
Goodwill impairment loss | 153,600,000 | 0 | $ 0 |
Intangible Assets Excluding Unfavorable Leasehold Interest | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of favorable/unfavorable leasehold interests, net | 65,600,000 | 66,200,000 | |
Unfavorable Leasehold Interest | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of favorable/unfavorable leasehold interests, net | 2,300,000 | ||
Assets, accumulated amortization | 16,200,000 | ||
Favorable leasehold interests | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of favorable/unfavorable leasehold interests, net | 5,900,000 | ||
Assets, accumulated amortization | $ 0 | $ 24,900,000 |
Goodwill and Intangible asset_3
Goodwill and Intangible assets - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 761,700,000 | $ 762,200,000 | |
Impact of foreign currency translation | (8,500,000) | (500,000) | |
Goodwill Impairment | (153,600,000) | 0 | $ 0 |
Ending balance | $ 599,600,000 | $ 761,700,000 | $ 762,200,000 |
Goodwill and Intangible asset_4
Goodwill and Intangible assets - Major Classes of Amortizing Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 768.3 | $ 825.9 |
Accumulated Amortization | (342) | (306.6) |
Net | 426.3 | 519.3 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 768 | 768 |
Accumulated Amortization | (341.7) | (281.4) |
Net | 426.3 | 486.6 |
Favorable leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 0 | 57.6 |
Accumulated Amortization | 0 | (24.9) |
Net | 0 | 32.7 |
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_5
Goodwill and Intangible assets - Annual Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 60.3 | |
2024 | 60.3 | |
2025 | 60.3 | |
2026 | 60.3 | |
2027 | 60.3 | |
Thereafter | 124.8 | |
Net | $ 426.3 | $ 519.3 |
Fair value measurements - Summa
Fair value measurements - Summary of Carrying Value and Fair Value Other Financial Instruments (Details) - Line of Credit - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying value | 2017 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 772.2 | $ 778.3 |
Carrying value | 2019 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 96.8 | 97.5 |
Carrying value | Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 0 | 2.7 |
Carrying value | 2021 Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 42 | 37.3 |
Fair value | 2017 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 780 | 780 |
Fair value | 2019 First Lien Term Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 98 | 98 |
Fair value | Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 0 | 2.7 |
Fair value | 2021 Revolving Facility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 42 | $ 37.3 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Debt issuance costs | $ 4 | $ 7.5 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Finance lease assets | $ 1,130,900,000 | ||
Accumulated amortization of finance lease assets | $ 235,200,000 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | ||
Operating lease, expense | $ 118,500,000 | ||
Interest expense on finance leases | 114,200,000 | ||
Interest expense on finance leases | $ 101,500,000 | $ 98,000,000 | |
Additions to assets and liabilities, sale lease financings | 30,000,000 | 5,000,000 | |
Sale and leaseback transaction, gain (loss) | $ 0 | $ 0 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 32 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses and Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost | |||
Amortization of ROU assets | $ 57.8 | ||
Interest on lease liabilities | 114.2 | ||
Total finance lease cost | 172 | ||
Operating lease cost | 59.8 | ||
Variable lease cost | 14.4 | ||
Sublease Income | (15.6) | ||
Total lease cost | 230.6 | ||
Sublease income, gross | 13.8 | ||
Sublease income, related expense | 1.8 | ||
Restructuring, impairment, site closures and related costs (Note 5) | 5.2 | $ 69.8 | $ 0 |
Operating lease cost | 5.8 | ||
Variable lease cost | 0.6 | ||
Accretion | $ 0.6 | $ 3.5 | $ 0 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from finance leases | $ 104 | ||
Operating cash outflows from operating leases | 59.6 | ||
Financing cash outflows from finance lease | 49.2 | $ 62.1 | $ 36.4 |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Finance leases | 165.4 | ||
Operating leases | $ 272.5 | ||
Weighted-average remaining lease term (in years) - finance leases | 20 years 6 months | ||
Weighted-average remaining lease term (in years) - operating leases | 9 years 9 months 18 days | ||
Weighted-average discount rate - finance leases | 10% | ||
Weighted-average discount rate - operating lease | 8.90% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities under Topic 842 (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 60 |
2024 | 59.6 |
2025 | 51.2 |
2026 | 46.7 |
2027 | 44.4 |
Thereafter | 220 |
Total lease payments | 481.9 |
Less: imputed interest | (174.6) |
Total | 307.3 |
Finance Leases | |
2023 | 154.8 |
2024 | 145.3 |
2025 | 147.6 |
2026 | 142 |
2027 | 120.3 |
Thereafter | 2,479.3 |
Total lease payments | 3,189.3 |
Less: imputed interest | (2,067.5) |
Total | $ 1,121.8 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt, finance leases and other financing obligations |
Total | |
2023 | $ 214.8 |
2024 | 204.9 |
2025 | 198.8 |
2026 | 188.7 |
2027 | 164.7 |
Thereafter | 2,699.3 |
Total lease payments | 3,671.2 |
Less: imputed interest | (2,242.1) |
Total | 1,429.1 |
Future minimum sublease rentals | $ 147.4 |
Leases - Future Minimum Lease R
Leases - Future Minimum Lease Receipts under Operating Lease Obligations under Topic 842 (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 26 |
2024 | 26 |
2025 | 26.1 |
2026 | 26.1 |
2027 | 19.3 |
Thereafter | 32 |
Total minimum lease receipts | $ 155.5 |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Receipts and Payments under Operating Lease Obligation under Topic 840 (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Lease receipts | ||
2022 | $ 12.2 | |
2023 | 12.2 | |
2024 | 12.2 | |
2025 | 12.2 | |
2026 | 12.2 | |
Thereafter | 4.1 | |
Total minimum lease receipts/payments | 65.1 | |
Lease commitments | ||
2022 | 60.3 | |
2023 | 59.7 | |
2024 | 59.2 | |
2025 | 50.6 | |
2026 | 46.3 | |
Thereafter | 273.8 | |
Total minimum lease receipts/payments | $ 549.9 | |
Operating leases, future minimum payments due, future minimum sublease rentals | $ 45.1 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Capital Lease Arrangements and Sale-Leaseback Financing Obligations under Topic 840 (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Capital Leases And Sale Leaseback Future Minimum Payments Due [Abstract] | |
2022 | $ 135.1 |
2023 | 128.3 |
2024 | 118.5 |
2025 | 120.6 |
2026 | 119.3 |
Thereafter | 2,285 |
Total minimum lease payments | 2,906.8 |
Less: amount representing interest | (1,930.5) |
Present value of net minimum lease payments | 976.3 |
Less: current portion | (38.5) |
Capital leases, net of current portion | $ 937.8 |
Long-term debt - Summary of Lon
Long-term debt - Summary of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | $ (4) | $ (7.5) |
Total | 907 | 908.3 |
Less: current maturities of long-term debt | (53.5) | (11.8) |
Long-term debt, net current portion | 853.5 | 896.5 |
2017 First Lien Term Facility due May 2024 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 772.2 | 778.3 |
2019 First Lien Term Facility due May 2024 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 96.8 | 97.5 |
Revolving Facility due May 2022 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 2.7 |
2021 Revolving Facility due November 2023 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 42 | $ 37.3 |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) - USD ($) | 12 Months Ended | |||||
May 10, 2021 | May 13, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | May 07, 2021 | May 01, 2017 | |
2017 First Lien Term Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 7.40% | |||||
2019 First Lien Term Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 8.40% | |||||
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 | $ 40,000,000 | ||||
Loss on extinguishment of debt | 5,200,000 | |||||
Credit facility, available borrowing capacity | 73,100,000 | 88,800,000 | ||||
Line of credit outstanding | $ 40,000,000 | |||||
Line of Credit | Revolving Facility | Revolving Facility due May 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | |||||
Credit facility, commitment amount | 141,300,000 | |||||
Line of Credit | Revolving Facility | 2021 Revolving Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | $ 120,100,000 | ||||
Credit facility, commitment amount | $ 120,100,000 | |||||
Proceeds from lines of credit | $ 42,000,000 | |||||
Debt instrument, term | 18 months | |||||
Line of credit facility, interest rate at period end | 7.70% | |||||
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 | 1,000,000% | |||||
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 | 500,000% | |||||
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% | |||||
Debt Instrument, basis spread on variable rate, alternative base rate | 3% | |||||
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% | |||||
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% | |||||
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% | |||||
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% | |||||
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% | |||||
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% |
Long-term debt - Maturities of
Long-term debt - Maturities of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 53.5 | |
2024 | 853.5 | |
2025 | 0 | |
2026 | 0 | |
Total | $ 907 | $ 908.3 |
Long-term debt - Interest Expen
Long-term debt - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Interest expense on debt, net of capitalized interest | $ 45.2 | $ 53.3 | $ 66.6 |
Interest expense on capital leases | 101.5 | 98 | |
Amortization of deferred financing costs and fees | 3.9 | 10.1 | 5.8 |
Interest income on Promissory Notes (Note 21) | 0 | 0 | (1) |
Total | $ 163.3 | $ 164.9 | $ 169.4 |
Warrant liabilities - Narrative
Warrant liabilities - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | |
Derivative [Line Items] | ||||
Exercise price per warrant (in dollars per share) (less than) | $ 11.50 | |||
Number of securities (in shares) | 0.265 | |||
Warrants exercised on cash basis (in shares) | 134,443 | |||
Issuance of shares related to exercise of warrants | $ 1.5 | $ 54.2 | $ 2.8 | |
Issuance of shares related to exercise of warrants (in shares) | 5,087,612 | |||
Number of warrants redeemed (in shares) | 1,370,760 | |||
Payments for warrants redemption | $ 0.1 | |||
Public Warrants | ||||
Derivative [Line Items] | ||||
Warrants redemption price per warrant (in dollars per share) | $ 0.10 | |||
Warrant exercised on cashless basis (in shares) | 10,115,180 | |||
Private Warrants | ||||
Derivative [Line Items] | ||||
Warrant exercised on cashless basis (in shares) | 8,576,940 | |||
Public and Private Placement Warrants | ||||
Derivative [Line Items] | ||||
Issuance of shares related to exercise of warrants | $ 54.2 |
Warrant liabilities - Change in
Warrant liabilities - Change in Warrant Liability (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants and Rights Outstanding [Roll Forward] | ||
Beginning balance | $ 64.7 | $ 0 |
Warrants assumed on July 29, 2021 | 41.8 | |
Level 3 transfer-out and Level 2 transfer-in | 0 | |
Change in fair value of the warrant liabilities | (11.8) | 25.5 |
Warrants exercised for Class A common stock | (52.9) | (2.6) |
Ending balance | 0 | 64.7 |
Fair Value, Inputs, Level 1 | Public Warrants | ||
Warrants and Rights Outstanding [Roll Forward] | ||
Beginning balance | 36.1 | 0 |
Warrants assumed on July 29, 2021 | 23.2 | |
Level 3 transfer-out and Level 2 transfer-in | 0 | |
Change in fair value of the warrant liabilities | (7.2) | 15.5 |
Warrants exercised for Class A common stock | (28.9) | (2.6) |
Ending balance | 0 | 36.1 |
Fair Value, Inputs, Level 2 | Private Warrants | ||
Warrants and Rights Outstanding [Roll Forward] | ||
Beginning balance | 28.6 | 0 |
Warrants assumed on July 29, 2021 | 0 | |
Level 3 transfer-out and Level 2 transfer-in | 18.6 | |
Change in fair value of the warrant liabilities | (4.6) | 10 |
Warrants exercised for Class A common stock | (24) | 0 |
Ending balance | 0 | 28.6 |
Fair Value, Inputs, Level 3 | Private Warrants | ||
Warrants and Rights Outstanding [Roll Forward] | ||
Beginning balance | 0 | 0 |
Warrants assumed on July 29, 2021 | 18.6 | |
Level 3 transfer-out and Level 2 transfer-in | (18.6) | |
Change in fair value of the warrant liabilities | 0 | 0 |
Warrants exercised for Class A common stock | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Shareholders_ equity (Details)
Shareholders’ equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 29, 2022 | Jan. 31, 2022 | Jul. 29, 2021 | Feb. 19, 2021 | Jan. 26, 2022 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Jan. 01, 2020 | |
Class of Stock [Line Items] | |||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Shares, outstanding (in shares) | 115,745,455 | ||||||||||
Shares authorized (in shares) | 510,000,000 | ||||||||||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | |||||||||
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | |||||||||
Common stock issued (in shares) | 179,683,659 | 166,207,190 | |||||||||
Common stock outstanding (in shares) | 179,683,659 | 166,207,190 | |||||||||
Stock redeemed during period, value | $ 97.9 | ||||||||||
Issuance of shares related to exercise of warrants (in shares) | 5,087,612 | ||||||||||
Sale of stock, consideration received on transaction | $ 493.9 | ||||||||||
Preferred stock issued (in shares) | 0 | 0 | |||||||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||||||
Transaction bonus | $ 0 | $ 5.2 | $ 0 | ||||||||
Public Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Class of warrant or right, redemption of warrants (in shares) | 10,115,180 | ||||||||||
Private Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Class of warrant or right, redemption of warrants (in shares) | 8,576,940 | ||||||||||
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 (in shares) | 9,645,455 | ||||||||||
Stock redeemed during period, value | $ 97.9 | ||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 106,100,000 | ||||||||||
Common Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized (in shares) | 500,000,000 | ||||||||||
Common stock outstanding (in shares) | 165,978,740 | ||||||||||
Common Class A | Starboard Value Acquisition Company | |||||||||||
Class of Stock [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 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 7,500,000 | ||||||||||
Sale of stock, consideration received on transaction | $ 75 | ||||||||||
Common Class A | SIS | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of ownership before transaction | 61.50% | ||||||||||
Common Class A | BC Stockholder | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, percentage of ownership after transaction | 38% | ||||||||||
Common Class A | Medina Stockholder | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, percentage of ownership after transaction | 12.80% |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) | 12 Months Ended | ||||||||||
Jun. 08, 2022 $ / shares shares | Apr. 08, 2022 $ / shares shares | Mar. 23, 2022 $ / shares shares | Nov. 12, 2021 $ / shares shares | Oct. 01, 2021 $ / shares shares | Aug. 05, 2021 | Jul. 29, 2021 shares | Dec. 31, 2022 USD ($) installment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | May 31, 2017 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity-based compensation cost | $ 800,000 | $ 6,300,000 | $ 7,500,000 | ||||||||
Income tax benefit | $ 0 | $ 0 | 0 | ||||||||
Amount of cost not yet recognized for nonvested award, period | 2 years 7 months 6 days | ||||||||||
Common stock authorized (in shares) | shares | 500,000,000 | 500,000,000 | |||||||||
Share-based payment nonvested award, option, cost not yet recognized, amount | $ 1,300,000 | ||||||||||
Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock authorized (in shares) | shares | 500,000,000 | ||||||||||
Selling, General and Administrative Expenses | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity-based compensation cost | $ 800,000 | $ 6,000,000 | $ 6,900,000 | ||||||||
Stock options compensation expense | 500,000 | 200,000 | |||||||||
Costs of Revenues, Excluding Depreciation and Amortization | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity-based compensation cost | $ 300,000 | $ 600,000 | |||||||||
SIS Plan 2017 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of ownership before transaction | 50% | ||||||||||
SIS Plan 2017 | Share-based Payment Arrangement, Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercisable percentage | 25% | ||||||||||
SIS Plan 2017 | Share-based Payment Arrangement, Tranche Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period (in years) | 42 months | ||||||||||
2021 Plan | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock authorized (in shares) | shares | 13,278,299 | ||||||||||
Class B Profit Interest Unit | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total equity-based compensation costs (in shares) | shares | 14,982 | ||||||||||
Amount of cost not yet recognized for nonvested award | $ 1,500,000 | ||||||||||
Amount of cost not yet recognized for nonvested award, period | 1 year 8 months 12 days | ||||||||||
Class B Profit Interest Unit | SIS Plan 2017 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized (in shares) | shares | 1,000,000 | ||||||||||
Stock options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 9.55 | ||||||||||
Expected term (in years) | 6 years 1 month 6 days | ||||||||||
Dividend yield | 0% | ||||||||||
Stock options | 2021 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercisable percentage | 25% | ||||||||||
Vesting period (in years) | 3 years | ||||||||||
Award vesting, number of installments | installment | 12 | ||||||||||
Share-based payment award, expiration period | 10 years | ||||||||||
Restricted Stock Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period (in years) | 1 year | ||||||||||
Income tax benefit | $ 3,500,000 | ||||||||||
Amount of cost not yet recognized for nonvested award | $ 30,500,000 | ||||||||||
Amount of cost not yet recognized for nonvested award, period | 1 year 9 months 18 days | ||||||||||
Stock options compensation expense | $ 18,100,000 | $ 3,000,000 | |||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 14.50 | $ 12.66 | $ 11.66 | $ 9.54 | $ 9.30 | $ 11.81 | |||||
Number of vesting installments | installment | 3 | ||||||||||
Fair value of awards vested | $ 12,800,000 | ||||||||||
Restricted Stock Units | Selling, General and Administrative Expenses | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options compensation expense | 16,800,000 | 2,800,000 | |||||||||
Restricted Stock Units | Costs of Revenues, Excluding Depreciation and Amortization | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options compensation expense | $ 1,300,000 | $ 200,000 | |||||||||
Restricted Stock Units | 2021 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Awards granted (in shares) | shares | 100,000 | 100,000 | 1,600,000 | 200,000 | 3,200,000 | ||||||
Performance Stock Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period (in years) | 3 years | ||||||||||
Total equity-based compensation costs (in shares) | shares | 349,766 | 0 | |||||||||
Amount of cost not yet recognized for nonvested award | $ 2,800,000 | ||||||||||
Amount of cost not yet recognized for nonvested award, period | 1 year | ||||||||||
Stock options compensation expense | $ 2,700,000 | ||||||||||
Awards granted (in shares) | shares | 349,766 | ||||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 15.78 | ||||||||||
Number of vesting installments | installment | 3 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.66 | ||||||||||
Expected term (in years) | 2 years 9 months 18 days | ||||||||||
Dividend yield | 0% | ||||||||||
Performance Stock Units | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award payout percentage | 0% | ||||||||||
Performance Stock Units | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award payout percentage | 200% | ||||||||||
Employee Stock Purchase Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized (in shares) | shares | 1,785,664 | ||||||||||
Amount of cost not yet recognized for nonvested award | $ 100,000 | ||||||||||
Amount of cost not yet recognized for nonvested award, period | 6 months | ||||||||||
Stock options compensation expense | $ 200,000 | ||||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.73 | ||||||||||
Share-based compensation, purchase price of common stock, percent | 85% | ||||||||||
Expected term (in years) | 6 months | ||||||||||
Dividend yield | 0% |
Stock-based compensation - Summ
Stock-based compensation - Summary of PIU Awards (Details) - Class B Profit Interest Unit - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of units | |||
Outstanding , beginning balance (in shares) | 633,312 | 637,719 | 686,714 |
Forfeited (in shares) | 0 | (4,407) | (48,995) |
Outstanding , ending balance (in shares) | 633,312 | 633,312 | 637,719 |
Weighted Average Grant Date Fair Value | |||
Outstanding at beginning balance (in dollars per share) | $ 82.63 | $ 82.70 | $ 82.65 |
Forfeited, weighted average grant date fair value (in dollars per share) | 0 | (89) | (81.95) |
Outstanding ending balance (in dollars per share) | $ 82.63 | $ 82.63 | $ 82.70 |
Stock-based compensation - Fair
Stock-based compensation - Fair Value of Stock Options Awards (Details) - Stock options | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date stock price (in dollar per share) | $ 2.42 |
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 (in dollars per share) | $ 8.65 |
Exercise price (in dollars per share) | $ 9.55 |
Dividend yield | 0% |
Stock-based compensation - Stoc
Stock-based compensation - Stock Options Transactions (Details) - Stock options | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares Subject to Options | |
Outstanding beginning balance (in shares) | shares | 849,233 |
Granted (in shares) | shares | 6,228 |
Exercised (in shares) | shares | 0 |
Expired/forfeited (in shares) | shares | (24,914) |
Outstanding ending balance (in shares) | shares | 830,547 |
Exercisable at the end of the period (in shares) | shares | 263,823 |
Unvested and expected to vest at the end of the period (in shares) | shares | 830,547 |
Weighted Average Exercise Price per Share | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 9.55 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Expired/forfeited (in dollars per shares) | $ / shares | 9.55 |
Outstanding ending balance (in dollars per share) | $ / shares | 9.55 |
Exercisable at the end of the period (in dollars per shares) | $ / shares | 0 |
Unvested and expected to vest at the end of the period (in dollars per shares) | $ / shares | $ 9.55 |
Weighted Average Remaining Contractual Life (Years) | |
Outstanding balance (in years) | 8 years 7 months 6 days |
Unvested and expected to vest (in year) | 8 years 7 months 6 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value beginning balance | $ | $ 0 |
Aggregate intrinsic value ending balance | $ | 0 |
Exercisable at the end of the period | $ | 0 |
Vested and expected to vest at the end of the period | $ | $ 0 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of RSUs Transactions (Details) - Restricted Stock Units - USD ($) | 12 Months Ended | |||||
Jun. 08, 2022 | Apr. 08, 2022 | Mar. 23, 2022 | Nov. 12, 2021 | Oct. 01, 2021 | Dec. 31, 2022 | |
Shares Subject to RSUs | ||||||
Outstanding , beginning balance (in shares) | 3,335,811 | |||||
Granted (in shares) | 1,881,191 | |||||
Vested (in shares) | (1,117,307) | |||||
Forfeitures and expirations (in shares) | (160,732) | |||||
Outstanding , ending balance (in shares) | 3,938,963 | |||||
Unvested and expected to vest at the end of the period (in shares) | 3,938,963 | |||||
Weighted Average Remaining Contractual Life (Years) | ||||||
Non-options, outstanding, weighted average remaining contractual life (in years) | 1 year 1 month 6 days | |||||
Non-options, unvested and expected to vest, weighted average remaining contractual life at the end of the period (in years) | 1 year 1 month 6 days | |||||
Weighted Average Grant Date Fair Value | ||||||
Outstanding at beginning balance (in dollars per share) | $ 9.34 | |||||
Granted (in dollars per share) | $ 14.50 | $ 12.66 | $ 11.66 | $ 9.54 | $ 9.30 | 11.81 |
Vested (in dollars per share) | 9.38 | |||||
Forfeited (in dollars per share) | 9.88 | |||||
Outstanding ending balance (in dollars per share) | 10.47 | |||||
Unvested and expected to vest at the end of the period (in dollars per share) | $ 10.47 | |||||
Aggregate Intrinsic Value | ||||||
Aggregate intrinsic value, outstanding beginning balance | $ 0 | |||||
Aggregate intrinsic value, outstanding ending balance | 7,562,809 | |||||
Non-options, aggregate intrinsic value, unvested and expected to vest, at the end of the period | $ 7,562,809 |
Stock-based compensation - Sc_2
Stock-based compensation - Schedule of Performance Stock Units (Details) | 12 Months Ended |
Dec. 31, 2022 Award | |
Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards type | 2 |
Vesting period (in years) | 3 years |
Performance Stock Units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award payout percentage | 0% |
Performance Stock Units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award payout percentage | 200% |
Performance Shares, Total Shareholder Return | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award percentage | 5,000% |
Vesting period (in years) | 3 years |
Vesting rights, percentage | 33.33% |
Threshold | 50% |
Target | 100% |
Performance Shares, Total Shareholder Return | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award payout percentage | 0% |
Performance Shares, Total Shareholder Return | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award payout percentage | 200% |
Performance Shares, Adjusted Earnings Before Interest, Taxes, Depreciation And Amortization | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award percentage | 5,000% |
Vesting period (in years) | 3 years |
Vesting rights, percentage | 33.33% |
Threshold | 5,000% |
Target | 10,000% |
Performance Shares, Adjusted Earnings Before Interest, Taxes, Depreciation And Amortization | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award payout percentage | 0% |
Performance Shares, Adjusted Earnings Before Interest, Taxes, Depreciation And Amortization | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award payout percentage | 20,000% |
Stock-based compensation - PSUs
Stock-based compensation - PSUs Fair Value Key Assumptions (Details) - Performance Stock Units | Mar. 23, 2022 $ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.30% |
Volatility for Least-Square Monte Carlo Model | 39% |
Expected term (in years) | 2 years 9 months 18 days |
Dividend yield | 0% |
Fair Value of Class A Common Stock (in dollars per share) | $ 11.66 |
Stock-based compensation - Perf
Stock-based compensation - Performance Stock Units Activity (Details) - Performance Stock Units | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of units | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 349,766 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 349,766 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 15.78 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 15.78 |
Yet to grant (in shares) | 174,883 |
Stock-based compensation - Sc_3
Stock-based compensation - Schedule of Company’s ESPP (Details) - Employee Stock Purchase Plan $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cash proceeds | $ | $ 0.8 |
Common shares issued (in shares) | shares | 159,626 |
Fair value of ESPP at grant date (in dollars per share) | $ 5.73 |
Stock price at grant date (in dollars per share) | $ 5.83 |
Cyxtera Management, Inc. Long_2
Cyxtera Management, Inc. Long-Term Incentive Plan (Details) - LTI Plan - USD ($) $ in Millions | 12 Months Ended | |
Feb. 13, 2018 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Share-based payment award, expiration period | 7 years | |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Estimated pay out | $ 0 | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Estimated pay out | $ 70 |
Employee benefits _ 401(k) (Det
Employee benefits – 401(k) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jul. 02, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contribution under 401(k) Plan | $ 2.7 | $ 2.8 | $ 3 | |
Cost of Sales | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contribution under 401(k) Plan | 1.2 | 1.2 | 1.8 | |
Selling, General and Administrative Expenses | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contribution under 401(k) Plan | $ 1.5 | $ 1.6 | $ 1.2 | |
401(k) Plan, Up to 1% | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of match | 100% | |||
Employer matching contribution, percent of employees' gross pay | 1% | |||
401(k) Plan, Between 1% and 6% | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of match | 50% | |||
Employer matching contribution, percent of employees' gross pay | 1% | |||
Salary deferral contributions rate, maximum | 6% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic and foreign loss | |||
US loss | $ (321.9) | $ (284.9) | $ (97.9) |
Foreign loss | (33.9) | (20.8) | (21.4) |
Total loss before income taxes | (355.8) | (305.7) | (119.3) |
Current | |||
US Federal | 0 | 0 | 0 |
US State and local | (0.2) | (0.2) | (0.2) |
Foreign | (1.4) | (0.2) | (2.2) |
Total current tax provision | (1.6) | (0.4) | (2.4) |
Deferred | |||
US Federal | 2.4 | 42.5 | 5.7 |
US State and local | (1) | 4.9 | (1.7) |
Foreign | 0.9 | 0.8 | (5.1) |
Total deferred tax provision | 2.3 | 48.2 | (1.1) |
Total income tax benefit (expense) | $ 0.7 | $ 47.8 | $ (3.5) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Total income tax benefit (expense) | 0.20% | 15.60% | (2.90%) |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 98.2 | $ 53.7 | |
Valuation allowance increase (decrease) amount | 44.5 | ||
Undistributed earnings of foreign | 115.6 | 111.8 | |
2017 Through 2022 | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 300.8 | ||
Expire in 2037 | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 59.3 | ||
Indefinite | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 241.5 | ||
Indefinite | State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 64.9 | ||
Indefinite | Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 8.8 | ||
After 2007 | State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 440.9 | ||
Expire From 2023 to 2042 | State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 376 | ||
2017 To 2022 | Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 20.4 | ||
Expire Between 2031 and 2042 | Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 11.6 | ||
Other Assets | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets | 0.1 | 1 | |
Deferred Income Tax Liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets | $ 26 | $ 29.9 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax at US federal statutory income tax rate | $ 74.7 | $ 64.2 | $ 25.1 |
State and local taxes, net of federal income tax benefit | 7.1 | 12.6 | 9.2 |
Valuation allowance | (44.5) | (21.9) | (31.6) |
Goodwill impairment loss | (32.3) | 0 | 0 |
Change in fair value of the warrant liabilities | 2.5 | (5.4) | 0 |
Nondeductible equity-based compensation | (0.2) | (1.3) | (1.6) |
Taxes of foreign operations at rates different than US Federal statutory rates | (2) | 1.1 | (1.9) |
Foreign adjustments | (1.3) | 0.6 | (1.8) |
Impact of foreign law changes | 0 | (1) | 0 |
Other | (3.3) | (1.1) | (0.9) |
Total income tax benefit (expense) | $ 0.7 | $ 47.8 | $ (3.5) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforward | $ 94.4 | $ 91.6 |
Interest expense limitation carryforward | 57.9 | 44.9 |
Finance lease | 263.4 | 55.1 |
Operating lease liabilities | 60.4 | |
Other accruals | 16.1 | 14.1 |
Acquisition and other related costs | 4.6 | 4.9 |
Asset retirement obligations | 1.9 | 1.7 |
Allowance for doubtful accounts | 0.1 | 1.2 |
Deferred rent | 0 | 3.6 |
Other | 11.4 | 4.8 |
Gross deferred tax assets | 510.2 | 221.9 |
Valuation allowance | (98.2) | (53.7) |
Total deferred tax assets, net of valuation allowance | 412 | 168.2 |
Deferred tax liabilities | ||
Finance lease | (216) | |
Intangibles | (163.7) | (165.7) |
Operating lease right-of-use assets | (45.3) | |
Property and equipment | (6.4) | (23.4) |
Contract asset | (3.1) | (2.4) |
Other | (3.4) | (5.6) |
Total deferred tax liabilities | (437.9) | (197.1) |
Deferred tax liabilities, net | $ (25.9) | $ (28.9) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits - beginning of period | $ 0 | $ 1 | $ 0 |
Increases related to prior year tax positions | 1.2 | 0 | 0 |
Increases related to current year tax positions | 0 | 0 | 1 |
Decreases related to settlements | (1.2) | (1) | 0 |
Gross unrecognized tax benefits - end of period | $ 0 | $ 0 | $ 1 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Total lease commitment of lease not yet commenced | $ 22,400,000 | |
Purchase commitment | 4,400,000 | $ 4,400,000 |
Standby Letters of Credit | ||
Loss Contingencies [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 4,900,000 | 5,700,000 |
Letters of credit outstanding | $ 0 | $ 0 |
Segment reporting (Details)
Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Certain relationships and rel_3
Certain relationships and related party transactions - Additional Information (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Jul. 29, 2021 | Sep. 09, 2020 | May 01, 2017 | Jul. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 21, 2021 | Feb. 08, 2021 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Provision for loan losses | $ 100,000 | $ 100,000 | |||||||||
Optional Share Purchase Agreement, option exercisable period after closing | 6 months | ||||||||||
Sale of stock, consideration received on transaction | $ 493,900,000 | ||||||||||
Revenues | 1,100,000 | 1,500,000 | $ 200,000 | ||||||||
BC Partners | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percent of financing receivable to total debt (less than) | 5% | ||||||||||
Appgate | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes receivable, related parties | $ 120,600,000 | ||||||||||
Notes payable, related parties | 154,300,000 | ||||||||||
Forward Purchasers | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | 100,000,000 | ||||||||||
Forward Purchasers | Common Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 100,000,000 | ||||||||||
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 | ||||||||||
Service Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to affiliates | $ 22,700,000 | ||||||||||
Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Provision for loan losses | 0 | 19,400,000 | |||||||||
Reversal of allowance | 0 | 117,100,000 | |||||||||
Affiliated Entity | Starboard Value Acquisition Company | Common Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares authorized to purchase (in shares) | 7,500,000 | 7,500,000 | |||||||||
Stock price at grant date (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||
Sale of stock, consideration received on transaction | $ 75,000,000 | ||||||||||
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% | ||||||||||
Aggregate amount received | 147,100,000 | ||||||||||
Notes receivable, related parties, reserve amount | 30,000,000 | ||||||||||
Affiliated Entity | Forward Purchasers | Starboard Value Acquisition Company | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares authorized to purchase (in shares) | 7,500,000 | 3,750,000 | |||||||||
Affiliated Entity | SIS | Starboard Value Acquisition Company | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock price at grant date (in dollars per share) | $ 10 | ||||||||||
Affiliated Entity | Emerge Americas LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to affiliates | 0 | 0 | |||||||||
Affiliated Entity | PICO Quantitative Trading, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | $ 200,000 | 600,000 | |||||||||
Affiliated Entity | Transition Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | 3,900,000 | ||||||||||
Reserve for doubtful accounts | 3,900,000 | ||||||||||
Affiliated Entity | Service Fee | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual service fee | $ 1,000,000 | ||||||||||
Management | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accrued expenses | 0 | 0 | |||||||||
Presidio Holdings | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 400,000 | 300,000 | 200,000 | ||||||||
Payments to services provided by related party | 300,000 | 300,000 | 300,000 | ||||||||
Due to related parties, current | 0 | 0 | $ 0 | ||||||||
Altice USA, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | 300,000 | 300,000 | |||||||||
Revenues | 400,000 | $ 400,000 | |||||||||
Navex Global, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | $ 100,000 |
Certain relationships and rel_4
Certain relationships and related party transactions - Schedule of Allowance For Loan Losses Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Provision for loan losses | $ 0.1 | $ 0.1 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Beginning balance | $ 0 | 30 | $ 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 |
Certain relationships and rel_5
Certain relationships and related party transactions - Summary of Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Revenues | $ 1.1 | $ 1.5 | $ 0.2 |
Selling, general and administrative expenses | 0.4 | 1 | 0.3 |
Recovery of notes receivable from affiliate | 0 | 0 | (97.7) |
Interest income | 0 | 0 | 1 |
Other (expense) income, net | $ 0 | $ (1.2) | $ 4.2 |
Certain relationships and rel_6
Certain relationships and related party transactions - Schedule of Related Party Transactions Balances (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Accounts receivable | $ 0.1 | $ 0.1 |
Accounts payable | $ 0 | $ 0.6 |
Subsequent events (Details)
Subsequent events (Details) - Revolving Facility - Line of Credit - USD ($) $ in Millions | Mar. 14, 2023 | May 07, 2021 |
2021 Revolving Facility | ||
Subsequent Event [Line Items] | ||
Credit facility, commitment amount | $ 120.1 | |
Subsequent Event | Amended Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Credit facility, commitment amount | $ 102.1 | |
Debt instrument, basis spread on variable rate | 4% |