PLEASANTON, Calif.,
Nov. 22, 2021 /PRNewswire/
-- ServiceMax, Inc., a leader in asset-centric, Field Service
Management software provides the following preliminary results for
its fiscal Q3 2022 that ended on October 31,
2021.
Preliminary Third Quarter Fiscal Year 2022 Financial
Highlights
- Total Revenue: Total revenue was $33.2 million during the third quarter of fiscal
2022, representing an increase of 20% year-over-year. Excluding the
impact of purchase accounting for the third quarter of fiscal 2021,
total revenue increased 19% year-over-year.
- Subscription Revenue: Subscription revenue was
$28.7 million during the third
quarter of fiscal 2022, representing an increase of 23%
year-over-year. Excluding the impact of purchase accounting for the
third quarter of fiscal 2021, subscription revenue increased 21%
year-over-year.
- Operating Results: Loss from operations was ($14.0) million during the third quarter of
fiscal 2022, compared to ($15.8)
million during the third quarter of fiscal 2021. Non-GAAP
loss from operations was ($3.0)
million during the third quarter of fiscal 2022, compared to
($5.6) million during the third
quarter of fiscal 2021.
Business Highlights
- Closed acquisition of LiquidFrameworks on November 1, 2021, which advances ServiceMax's
Field Service Management capabilities in the energy sector
("LiquidFrameworks Acquisition"). The acquisition was financed with
cash on hand and a new $100 million
term loan.
- Announced that the U.S. Securities and Exchange Commission (the
"SEC") has declared effective Pathfinder Acquisition Corporation's
("Pathfinder") registration statement on Form S-4 (File No.
333-258769) relating to the previously announced proposed business
combination of Pathfinder and ServiceMax (the "Business
Combination"). The Extraordinary General Meeting of Pathfinder
shareholders to approve the pending Business Combination between
Pathfinder and ServiceMax, among other items, is scheduled for
December 7, 2021, at 10:00 am ET.
The foregoing financial information for the quarter ended
October 31, 2021 is unaudited and
subject to quarter-end adjustments in connection with the
completion of our customary financial closing procedures. Such
changes could be material. ServiceMax will release full financial
results for the three and nine months ended October 31, 2021, on December 9, 2021.
Financial Outlook
ServiceMax is providing financial guidance for its fourth
quarter ending January 31, 2022,
inclusive of the LiquidFrameworks Acquisition, as follows:
- Total revenue between $38.5
million and $39.5 million,
representing an increase of 37% year-over-year at midpoint of the
range.
- Subscription revenue between $34.0
million and $35.0 million,
representing an increase of 42% year-over-year at midpoint of the
range.
- Non-GAAP operating loss between $(7)
million and $(6) million.
ServiceMax is providing financial guidance for its fiscal
year 2022 ending January 31, 2022,
inclusive of the LiquidFrameworks Acquisition, as follows:
- Total revenue between $134
million and $135 million,
representing an increase of 23% year-over-year at midpoint of the
range.
- Subscription revenue between $116
and $117 million, representing an
increase of 28% year-over-year at midpoint of the range.
- Non-GAAP operating loss between ($18)
million and ($17)
million.
Business Combination Transaction
On July 15, 2021, ServiceMax
entered into a business combination agreement with Pathfinder, a
publicly traded special purpose acquisition company co-sponsored by
affiliates of HGGC and Industry Ventures, which was amended and
restated on August 12, 2021. The
Business Combination is expected to close in the fourth quarter of
calendar year 2021. The transaction is expected to deliver as much
as $335 million of gross proceeds to
the combined company, assuming no redemptions by Pathfinder
shareholders, and including proceeds from a strategic common equity
investment immediately prior to closing by leading software
companies (PTC Inc. and Salesforce Ventures) at the same per share
valuation as the Business Combination transaction. The closing of
the Business Combination is expected to result in ServiceMax
becoming a Nasdaq listed company under the ticker symbol
"SMAX".
About ServiceMax
ServiceMax's mission is to help customers keep the world running
with asset-centric field service management software. As a
recognized leader in this space, ServiceMax's mobile apps and
cloud-based software provide a complete view of assets to field
service teams. By optimizing field service operations, customers
across all industries can better manage the complexities of
service, support faster growth, and run more profitable,
outcome-centric businesses.
About Pathfinder Acquisition Corporation
Pathfinder Acquisition Corporation (NASDAQ: PFDR) is a
purpose-built partnership between affiliates of two investment
firms with a strong record of success as investors in technology
and tech-enabled businesses: HGGC, a leading middle-market private
equity firm based in Palo Alto,
and Industry Ventures, a leading multi-strategy venture capital
platform based in San Francisco.
Pathfinder's corporate objective is to identify and execute a
business combination with a high quality, growth-oriented private
company in the tech sector that Pathfinder believes can succeed as
a public company and generate attractive returns for shareholders
over the long term.
Forward-Looking Statements
This communication contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available to ServiceMax relating to the future financial
performance of the business, the LiquidFrameworks Acquisition and
the Business Combination. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," "target," "seek" or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
strategies or plans as they relate to the Business Combination or
the consummation of the Business Combination itself, are also
forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from the information expressed or implied by these
forward-looking statements. ServiceMax cannot assure you that the
forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including those included under the
heading "Risk Factors" in the registration statement on Form S-4
filed by Pathfinder with the SEC and those included under the
heading "Risk Factors" in the final prospectus filed by Pathfinder
on February 18, 2021 relating to
Pathfinder's initial public offering and in its subsequent periodic
reports and other filings with the SEC. In light of the significant
uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by
Pathfinder, ServiceMax, their respective directors, officers or
employees or any other person that ServiceMax will achieve its
objectives and plans in any specified time frame, or at all. The
forward-looking statements in this communication represent the
views of ServiceMax as of the date of this communication.
Subsequent events and developments may cause that view to change.
However, while ServiceMax may elect to update these forward-looking
statements at some point in the future, there is no current
intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing the views of ServiceMax as of any date
subsequent to the date of this communication.
Additional Information
Pathfinder has filed a definitive proxy statement and a form of
proxy card with the SEC in connection with the solicitation of
proxies for the Extraordinary Meeting of Pathfinder's shareholders
(the "Definitive Proxy Statement"). Investors and security holders
may obtain a free copy of the Definitive Proxy Statement, any
amendments or supplements to the Definitive Proxy Statement and
other documents filed by Pathfinder with the SEC from the SEC's
website at www.sec.gov. Security holders and other interested
parties will also be able to obtain, without charge, a copy of the
Definitive Proxy Statement, any amendments or supplements to the
Definitive Proxy Statement and other documents (when available) by
directing a request to: Pathfinder Acquisition Corporation, 1950
University Avenue, Suite 350, Palo Alto,
California.
Participants in the Solicitation
Pathfinder and ServiceMax and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Pathfinder's shareholders in connection
with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests
in the Business Combination of Pathfinder's and ServiceMax's
directors and officers in the Definitive Proxy Statement and
Pathfinder's other filings with the SEC made subsequent to the date
of the Definitive Proxy Statement. To the extent holdings of
Pathfinder's securities by such directors or officers have changed
since the amounts printed in the Definitive Proxy Statement, such
changes have been or will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC. Additional
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, is set forth in the Definitive Proxy Statement and other
materials to be filed with the SEC in connection with the
Extraordinary Meeting of Pathfinder's shareholders.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Pathfinder or ServiceMax, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Preliminary Unaudited Financial Results
Our preliminary unaudited financial results for the three and
nine months ended October 31, 2021
are set forth below. Estimates of results are inherently uncertain
and subject to change, and we undertake no obligation to update
this information. This data has been prepared by, and is the
responsibility of, management. Our independent registered public
accounting firm, Deloitte and Touche, LLP, has not audited,
reviewed, compiled or performed any procedures on such preliminary
financial results, and does not express an opinion or any other
form of assurance with respect to this data. Actual results remain
subject to the completion of management's and the Audit Committee's
final review, as well as the review by our independent registered
public accounting firm. During the course of the preparation of the
financial statements and related notes and our quarterly review,
additional items that would require material adjustments to the
preliminary financial information presented below may be
identified. This summary is not a comprehensive statement of our
financial results for the three and nine month ended on
October 31, 2021, and our actual
results may differ materially from these estimates due to the
completion of our financial closing procedures, final adjustments
and other developments that may arise between now and the time the
financial results for the three and nine month periods are
finalized.
These estimates should not be viewed as a substitute for full
financial statements prepared in accordance with GAAP. In addition,
these preliminary estimates for the three and nine months ended
October 31, 2021 are not necessarily
indicative of the results to be achieved in any future period.
The preliminary financial results were as follows:
|
For the Three
Months Ended
October 31,
|
|
For the Nine
months Ended
October 31,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
(In Millions of US
Dollars)
|
(Unaudited)
|
|
(Unaudited)
|
Revenue
|
|
|
|
|
|
|
|
Subscription
|
$
28.7
|
|
$
23.3
|
|
$
82.0
|
|
$
67.0
|
Professional
services
|
4.5
|
|
4.3
|
|
13.5
|
|
13.7
|
Total
revenue
|
$
33.2
|
|
$
27.6
|
|
$
95.5
|
|
$
80.7
|
ServiceMax's Use of Non-GAAP Financial
Measures
In addition to our results of operations above, ServiceMax
reports certain financial measures that are not required by or
presented in accordance with GAAP, including non-GAAP Operating
Results. ServiceMax believes that the disclosure of non-GAAP
financial measures provides investors with additional information
that reflects the amounts and financial basis upon which
ServiceMax's management assesses and operates its business. In
particular, we believe that adjustments for the impact of purchase
accounting for fiscal 2021 are particularly useful when making year
over year comparisons. ServiceMax's non-GAAP definitions may
differ from the definitions used by other companies and therefore
comparability may be limited. In addition, other companies may not
publish these or similar metrics. These non-GAAP financial measures
should not be viewed in isolation or as a substitute for, or
superior to, measures prepared in accordance with GAAP. A
reconciliation of GAAP to non-GAAP financial measures is provided
below.
ServiceMax,
Inc.
|
Reconciliation of
GAAP to Non-GAAP Measures
|
(Unaudited and in
Millions of US Dollars)
|
|
Non-GAAP Total
Gross Profit represents gross profit adjusted for fair
value adjustment to acquired unearned revenue, amortization of
acquired intangibles, stock-based compensation costs, and company
reorganization costs.
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
October
31,
|
October
31,
|
(In Millions of US
Dollars)
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Gross
Profit
|
$17.6
|
|
$11.4
|
|
$48.0
|
|
$31.3
|
Amortization of
Acquired Intangibles
|
5.2
|
|
5.2
|
|
15.6
|
|
15.6
|
Impact of Fair Value
Adjustment (1)
|
-
|
|
0.4
|
|
-
|
|
1.2
|
Stock-based
Compensation
|
0.1
|
|
-
|
|
0.3
|
|
0.1
|
Other Non-recurring
Costs (2)
|
-
|
|
-
|
|
0.1
|
|
0.1
|
Non-GAAP Total Gross
Profit
|
$22.9
|
|
$17.0
|
|
$64.0
|
|
$48.3
|
|
(1)
|
The fair value
adjustment is primarily related to the unearned revenue adjustment
resulting from the impact of the purchase accounting adjustments to
acquired unearned revenue prior to the GE carve out of ServiceMax
JV, LP.
|
(2)
|
Other non-recurring
costs associated with company reorganization including
severance and other restructuring costs.
|
Non-GAAP
Subscription Gross Profit represents subscription
gross profit adjusted for the fair value adjustment to acquired
unearned revenue, amortization of acquired intangibles, stock-based
compensation costs, and company reorganization
costs.
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
October
31,
|
October
31,
|
(In Millions of US
Dollars)
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Subscription Revenue
Gross Profit
|
$17.4
|
|
$12.1
|
|
$48.1
|
|
$33.3
|
Amortization of
Acquired Intangibles
|
5.2
|
|
5.2
|
|
15.6
|
|
15.6
|
Impact of Fair Value
Adjustment (1)
|
-
|
|
0.4
|
|
-
|
|
1.2
|
Other Non-recurring
Costs (2)
|
-
|
|
-
|
|
-
|
|
-
|
Non- GAAP
Subscription Revenue Gross Profit
|
$22.6
|
|
$17.7
|
|
$63.7
|
|
$50.1
|
|
(1)
|
The fair value
adjustment is primarily related to the unearned revenue adjustment
resulting from the impact of the purchase accounting adjustments to
acquired unearned revenue prior to the GE carve out of ServiceMax
JV, LP.
|
(2)
|
Other non-recurring
costs related to stock-based compensation and costs associated with
company reorganization including severance and other restructuring
costs.
|
Non-GAAP
Operating Results represents results from operations as
reported in our consolidated statement of operations, excluding the
impact of fair value adjustments to acquired unearned revenue, fair
value adjustments to acquired deferred commissions, amortization of
acquired intangibles, stock-based compensation costs, company
reorganization costs, and acquisition costs
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
October
31,
|
October
31,
|
(In Millions of US
Dollars)
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Loss from
Operations
|
$(14.0)
|
|
$(15.8)
|
|
$(44.1)
|
|
$(51.4)
|
Amortization of
Acquired Intangibles
|
9.4
|
|
9.4
|
|
28.3
|
|
28.3
|
Stock-Based
Compensation
|
0.7
|
|
0.5
|
|
1.8
|
|
1.2
|
Impact of Fair Value
Adjustments (1)
|
(0.2)
|
|
0.1
|
|
(0.5)
|
|
0.3
|
Other Non-recurring
Costs (2)
|
1.0
|
|
0.1
|
|
3.3
|
|
0.9
|
Non-GAAP Loss from
Operations
|
$(3.1)
|
|
$(5.7)
|
|
$(11.2)
|
|
$(20.7)
|
|
(1)
|
The fair value
adjustments are primarily related to the unearned revenue and
deferred sales commission adjustment resulting from the impact of
the purchase accounting adjustments to acquired unearned revenue
and deferred sales commissions prior to the GE Carve out of
ServiceMax JV, LP.
|
(2)
|
Other non-recurring
costs includes acquisition costs related to the acquisition
of LiquidFrameworks, the carve-out from GE,
the Business Combination with Pathfinder, and costs associated
with company reorganization including severance and other
restructuring costs.
|
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SOURCE ServiceMax