rpay-8k_20201109.htm
false 0001720592 0001720592 2020-11-09 2020-11-09

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  November 9, 2020

  

REPAY HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38531

 

98-1496050

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

3 West Paces Ferry Road

Suite 200

Atlanta, GA 30305

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (404) 504-7472

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

RPAY

 

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


Item 2.02. Results of Operations and Financial Condition.

 

On November 9, 2020, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2020.

 

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure.

 

On November 9, 2020, the Company provided supplemental information regarding its business and operations in an earnings supplement and investor presentation that will be made available on the investor relations section of the Company’s website.

 

Copies of the earnings supplement and investor presentation are attached hereto as Exhibits 99.2 and 99.3 and are hereby incorporated by reference in this Item 7.01. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

  

(d) Exhibits

 

Exhibit No.

 

Description

99.1*

 

Press release issued November 9, 2020 by Repay Holdings Corporation

99.2*

 

Earnings Supplement, dated November 2020

99.3*

 

Investor Presentation, dated November 2020

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

*

Filed herewith

 

 


 

SIGNATURES

 

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

 

 

Repay Holdings Corporation

 

 

Dated: November 9, 2020

By:

/s/ Timothy J. Murphy

 

 

Timothy J. Murphy

 

 

Chief Financial Officer

 

 

rpay-ex991_8.htm

Exhibit 99.1

REPAY Reports Third Quarter 2020 Financial Results

 

ATLANTA, November 9, 2020 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its third quarter of 2020.

 

“Our solid third quarter results are a testament to the value proposition of our business, which has grown even more evident since the COVID-19 pandemic began almost eight months ago. Compared to the third quarter of 2019, card payment volume and gross profit increased 44% and 40%, respectively,” said John Morris, CEO of REPAY. “We are thrilled by our latest acquisition of CPS Payment Services, which fortifies our B2B and AP automation offering and will help us satisfy the heightened demand for comprehensive, technology-first B2B automation and payment solutions.”

 

Three Months Ended September 30, 2020 Highlights

 

 

Card payment volume was $3.8 billion, an increase of 44% over the third quarter of 2019

 

Total revenue was $37.6 million, a 43% increase over the third quarter of 2019

 

Gross profit was $27.1 million, an increase of 40% over the third quarter of 2019

 

Pro forma net loss1 was $(6.6) million, as compared to net loss of $(41.4) million in the third quarter of 2019

 

Adjusted EBITDA was $15.6 million, an increase of 31% over the third quarter of 2019

 

Adjusted Net Income was $9.5 million, a decrease of 9% from the third quarter of 20192

 

Adjusted Net Income per share was $0.12

Gross profit represents total revenue less cost of services. Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share are non-GAAP financial measures.  See “Non-GAAP Financial Measures” and the reconciliations of Adjusted EBITDA and Adjusted Net Income to their most comparable GAAP measures provided below for additional information.

 

Business Combination

 

The Company was formed upon closing of the merger (the “Business Combination”) of Hawk Parent Holdings LLC (together with Repay Holdings, LLC and its other subsidiaries, “Hawk Parent”) with a subsidiary of Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”), a special purpose acquisition company, on July 11, 2019 (the “Closing Date”). On the closing of the Business Combination, Thunder Bridge changed its name to Repay Holdings Corporation.

 

Basis of Presentation  

 

As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and Hawk Parent, which owned the business conducted prior to the closing of the Business Combination, is the acquiree and accounting “Predecessor.”  The Company is the “Successor” for periods after the Closing Date, which includes consolidation of the Hawk Parent business subsequent to the Closing Date. The Company’s financial statement presentation reflects the Hawk Parent business as the “Predecessor” for any periods ended prior to the Closing Date. Where we discuss results for any period ended September 30, 2019, we are

 

1 

Please refer to “Basis of Presentation” below for an explanation of the presentation of this information.

2 

Adjusted Net Income for the three months ended September 30, 2020 includes a pro forma tax impact. See ‘Key Operating and Non-GAAP Financial Data’ footnote (p) for additional detail.

 


referring to the combined results of the Predecessor for the periods from either January 1, 2019 or July 1, 2019 and the Successor for the period from the Closing Date through September 30, 2019.  The combined basis of presentation reflects a simple arithmetic combination of the Predecessor and Successor periods.  The acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the financial statements for the Predecessor period and for the Successor period are presented on different bases.  When information is noted as being “pro forma” in this press release, it means that the financial statements were adjusted to remove the effects of purchase accounting adjustments related to the Business Combination. The historical financial information of Thunder Bridge prior to the Business Combination has not been reflected in the Predecessor period financial statements.

Subsequent Events

 

On October 27, 2020, REPAY announced the acquisition of CPS Payment Services for up to $93 million, which includes up to $15 million in performance-based earnouts.  The acquisition closed on November 2, 2020 and was financed with cash on hand.

 

On November 5, 2020, the Company, Truist Bank (formerly SunTrust Bank) and other members of its existing bank group agreed to amend REPAY’s existing credit facility in order to extend through August 2021 the availability period for the $60 million delayed draw term loan facility under the credit facility.

 

2020 Outlook

 

REPAY expects the following financial results for full year 2020, which reflects expected contributions from CPS Payment Services and replaces previously provided guidance.

 

 

Full Year 2020 Outlook

 

Updated Guidance

Card Payment Volume

$14.75 - 15.00 billion

Total Revenue

$148 - 153 million

Gross Profit

$110 - 113 million

Adjusted EBITDA

$63 - 65 million

 

This range assumes no further unforeseen COVID-related impacts, which could create substantial economic duress in the fourth quarter of the year. REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted 2020 Adjusted EBITDA, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

 

Conference Call

 

REPAY will host a conference call to discuss third quarter 2020 financial results today at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Tim Murphy, CFO. The call will be webcast

 


live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13711329. The replay will be available at https://investors.repay.com/investor-relations.

 

Non-GAAP Financial Measures

 

This communication includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain non-cash and non-recurring charges, such as non-cash loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, management fees, legacy commission related charges, employee recruiting costs, other taxes, strategic initiative related costs and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain non-cash and non-recurring charges, such as non-cash loss on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, management fees, legacy commission related charges, employee recruiting costs,  strategic initiative related costs and other non-recurring charges, net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.  Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on as-converted basis) for the three and nine months ended September 30, 2020 (excluding shares subject to forfeiture). REPAY believes that Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.

 


 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s  2020 outlook (including contributions of CPS Payment Services),  the effects of the COVID-19 pandemic, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control.

 

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread (which impacts are highly uncertain and cannot be reasonably estimated or predicted at this time); a delay or failure to integrate and realize the benefits of the CPS Payment Services acquisition or any of the Company’s other recent acquisitions; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to develop and maintain effective internal controls.

 

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 


 

About REPAY

 

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers and businesses.

 

Contacts

Investor Relations Contact for REPAY:

repayIR@icrinc.com

 

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com

 


 


Consolidated Statement of Operations

(Unaudited)

 

 

 

Successor

 

 

Predecessor

(in $ thousands)

 

Three Months ended September 30, 2020

 

Nine Months ended September 30, 2020

 

July 11, 2019 through September 30, 2019

 

 

July 1,

2019

through

July 10,

2019

 

January 1,

2019

through

July 10,

2019

Revenue

 

$37,635

 

$113,598

 

$23,926

 

 

$2,334

 

$47,043

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

$10,492

 

$29,990

 

$6,368

 

 

$468

 

$10,216

Selling, general and administrative

 

28,581

 

65,765

 

21,003

 

 

34,069

 

51,201

Depreciation and amortization

 

15,421

 

44,031

 

10,703

 

 

333

 

6,223

Change in fair value of contingent consideration

 

(3,750)

 

(3,010)

 

 

 

 

Total operating expenses

 

$50,744

 

$136,776

 

$38,074

 

 

$34,870

 

$67,640

Income (loss) from operations

 

$(13,109)

 

$(23,178)

 

$(14,148)

 

 

$(32,536)

 

$(20,597)

Other expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(3,624)

 

(10,847)

 

(2,686)

 

 

(227)

 

(3,145)

Change in fair value of tax receivable liability

 

(1,475)

 

(12,056)

 

(451)

 

 

 

Other income

 

25

 

70

 

(1,316)

 

 

 

Total other (expenses) income

 

(5,074)

 

(22,833)

 

(4,453)

 

 

(227)

 

(3,145)

Income (loss) before income tax expense

 

(18,183)

 

(46,011)

 

(18,601)

 

 

(32,763)

 

(23,742)

Income tax benefit

 

3,383

 

8,395

 

2,719

 

 

 

Net income (loss)

 

$(14,800)

 

$(37,616)

 

$(15,882)

 

 

$(32,763)

 

$(23,742)

Net income (loss) attributable to non-controlling interest

 

(5,298)

 

(12,053)

 

(7,399)

 

 

 

Net income (loss) attributable to the Company

 

$(9,502)

 

$(25,563)

 

$(8,483)

 

 

$(32,763)

 

$(23,742)

Weighted-average shares of Class A common stock outstanding - basic and diluted

 

57,913,089

 

45,806,225

 

34,326,127

 

 

 

 

 

Loss per Class A share - basic and diluted

 

($0.16)

 

($0.56)

 

($0.25)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


Consolidated Balance Sheets

 

(in $ thousands)

September 30, 2020 (Unaudited)

 

 

December 31, 2019

Assets

 

 

 

 

Cash and cash equivalents

$182,290

 

 

$24,618

Accounts receivable

15,790

 

 

14,068

Related party receivable

-

 

 

563

Prepaid expenses and other

5,351

 

 

4,633

Total current assets

203,431

 

 

43,882

 

 

 

 

 

Property, plant and equipment, net

1,709

 

 

1,611

Restricted cash

10,388

 

 

13,283

Customer relationships, net of amortization

249,611

 

 

247,589

Software, net of amortization

62,067

 

 

61,219

Other intangible assets, net of amortization

23,677

 

 

24,242

Goodwill

415,511

 

 

389,661

Deferred tax assets

128,294

 

 

-

Other assets

-

 

 

555

Total noncurrent assets

891,257

 

 

738,160

Total assets

$1,094,688

 

 

$782,042

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable

$11,893

 

 

$9,586

Related party payable

14,896

 

 

14,571

Accrued expenses

12,678

 

 

15,966

Current maturities of long-term debt

6,761

 

 

5,500

Current tax receivable agreement

10,105

 

 

6,336

Total current liabilities

56,333

 

 

51,959

 

 

 

 

 

Long-term debt, net of current maturities

251,307

 

 

197,943

Line of credit

-

 

 

10,000

Tax receivable agreement

212,795

 

 

60,840

Deferred tax liability

-

 

 

768

Other liabilities

10,635

 

 

17

Total noncurrent liabilities

474,737

 

 

269,568

Total liabilities

$531,070

 

 

$321,527

 

 

 

 

 

Commitment and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized and 71,087,989 issued and outstanding as of September 30, 2020

7

 

 

4

Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of September 30, 2020

-

 

 

-

Additional paid-in capital

609,915

 

 

307,914

Accumulated other comprehensive (loss) income

(9,266)

 

 

313

Accumulated deficit

(79,441)

 

 

(53,878)

Total stockholders' equity

$521,215

 

 

$254,353

 

 

 

 

 

Equity attributable to non-controlling interests

42,403

 

 

206,162

 

 

 

 

 

Total liabilities and stockholders' equity and members' equity

$1,094,688

 

 

$782,042


 


Key Operating and Non-GAAP Financial Data

We believe that adjusting the key operating and non-GAAP measures for comparability between the Predecessor, Successor and Pro Forma periods is useful to the user of our financial statements.

The unaudited non-GAAP pro forma results of operations data for the three and nine months ended September 30, 2020 and 2019 included in the discussion below are based on our historical financial statements, adjusted to remove the effects of purchase accounting adjustments related to the Business Combination. The pro forma results included herein have not been prepared in accordance with Article 11 of Regulation S-X.

Unless otherwise stated, all results compare third quarter and nine-month 2020 results to third quarter and nine-month 2019 results from continuing operations for the period ended September 30, respectively.

The following tables and related notes reconcile these non-GAAP measures and the pro forma measures to GAAP information for the three-month and nine-month periods ended September 30, 2020 and 2019:

 

 

Three months ended September 30,

 

Nine months ended September 30,

(in $ thousands)

2020

 

2019

 

% Change

 

2020

 

2019

 

% Change

Card payment volume

$3,765,721

 

$2,618,561

 

44%

 

$11,240,005

 

$7,274,579

 

55%

Gross profit1

27,143

 

19,424

 

40%

 

83,608

 

54,385

 

54%

Adjusted EBITDA2

15,595

 

11,910

 

31%

 

49,167

 

33,694

 

46%

 

(1)

Gross profit represents total revenue less other costs of services.

(2)

Adjusted EBITDA is a non-GAAP financial measure that represents net income adjusted for interest expense, depreciation and amortization and certain other non-cash charges and non-recurring items. See “Non-GAAP Financial Measures” above and the reconciliation of Adjusted EBITDA to its most comparable GAAP measure below.


 


Reconciliations of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Three Months Ended September 30, 2020 and 2019

(Unaudited)

 

 

 

Successor

 

 

 

 

 

Successor

 

Predecessor

 

 

 

 

 

 

 

(in $ thousands)

 

Three Months Ended September 30, 2020

 

Adjustments(o)

 

Pro Forma

Three Months Ended September 30, 2020

 

July 11, 2019 through September 30, 2019

 

July 1, 2019 through July 10, 2019

 

Combined

 

Adjustments(o)

 

Pro Forma

Three Months Ended September 30, 2019

 

Revenue

 

$37,635

 

 

 

$37,635

 

$23,926

 

$2,334

 

$26,260

 

 

 

$26,260

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

$10,492

 

 

 

$10,492

 

$6,368

 

$468

 

$6,836

 

 

 

$6,836

 

Selling, general and administrative

 

28,581

 

 

 

28,581

 

21,003

 

34,069

 

55,072

 

 

 

55,072

 

Depreciation and amortization

 

15,421

 

(8,159)

 

7,262

 

10,703

 

333

 

11,036

 

(7,253)

 

3,783

 

Change in fair value of contingent consideration

 

(3,750)

 

 

 

(3,750)

 

 

 

 

 

 

 

Total operating expenses

 

$50,744

 

 

 

$42,585

 

$38,074

 

$34,870

 

$72,944

 

 

 

$65,691

 

Income (loss) from operations

 

$(13,109)

 

 

 

$(4,950)

 

$(14,148)

 

$(32,536)

 

$(46,684)

 

 

 

$(39,431)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(3,624)

 

 

 

(3,624)

 

(2,686)

 

(227)

 

(2,913)

 

 

 

(2,913)

 

Change in fair value of tax receivable liability

 

(1,475)

 

 

 

(1,475)

 

(451)

 

 

(451)

 

 

 

(451)

 

Other income

 

25

 

 

 

25

 

(1,316)

 

 

(1,316)

 

 

 

(1,316)

 

Total other (expenses) income

 

(5,074)

 

 

 

(5,074)

 

(4,453)

 

(227)

 

(4,681)

 

 

 

(4,680)

 

Income (loss) before income tax expense

 

(18,183)

 

 

 

(10,024)

 

(18,601)

 

(32,763)

 

(51,364)

 

 

 

(44,111)

 

Income tax benefit

 

3,383

 

 

 

3,383

 

2,719

 

 

2,719

 

 

 

2,719

 

Net income (loss)

 

$(14,800)

 

 

 

$(6,641)

 

$(15,882)

 

$(32,763)

 

$(48,645)

 

 

 

$(41,392)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

3,624

 

 

 

 

 

 

 

 

 

2,913

 

Depreciation and amortization(a)

 

 

 

 

 

7,262

 

 

 

 

 

 

 

 

 

3,783

 

Income tax (benefit)

 

 

 

 

 

(3,383)

 

 

 

 

 

 

 

 

 

(2,719)

 

EBITDA

 

 

 

 

 

$862

 

 

 

 

 

 

 

 

 

$(37,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,316

 

Non-cash change in fair value of contingent consideration(c)

 

 

 

 

 

(3,750)

 

 

 

 

 

 

 

 

 

 

Non-cash change in fair value of assets and liabilities(d)

 

 

 

 

 

1,475

 

 

 

 

 

 

 

 

 

451

 

Share-based compensation expense(e)

 

 

 

 

 

5,768

 

 

 

 

 

 

 

 

 

10,409

 

Transaction expenses(f)

 

 

 

 

 

3,332

 

 

 

 

 

 

 

 

 

35,017

 

Management Fees(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

 

Legacy commission related charges(h)

 

 

 

 

 

7,221

 

 

 

 

 

 

 

 

 

1,877

 

Employee recruiting costs(i)

 

 

 

 

 

67

 

 

 

 

 

 

 

 

 

18

 

Other taxes(j)

 

 

 

 

 

171

 

 

 

 

 

 

 

 

 

32

 

Restructuring and other strategic initiative costs(k)

 

 

 

 

 

389

 

 

 

 

 

 

 

 

 

80

 

Other non-recurring charges(l)

 

 

 

 

 

60

 

 

 

 

 

 

 

 

 

114

 

Adjusted EBITDA

 

 

 

 

 

$15,595

 

 

 

 

 

 

 

 

 

$11,910

 

 


 


Reconciliations of GAAP Net Income to Non-GAAP Adjusted EBITDA

For the Nine Months Ended September 30, 2020 and 2019

(Unaudited)

 

 

 

Successor

 

 

 

 

 

Successor

 

Predecessor

 

 

 

 

 

 

 

(in $ thousands)

 

Nine Months Ended September 30, 2020

 

Adjustments(o)

 

Pro Forma

Nine Months Ended September 30, 2020

 

July 11, 2019 through September 30, 2019

 

January 1, 2019 through July 10, 2019

 

Combined

 

Adjustments(o)

 

Pro Forma

Nine Months Ended September 30, 2019

 

Revenue

 

$113,598

 

 

 

$113,598

 

$23,926

 

$47,043

 

$70,969

 

 

 

$70,969

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

$29,990

 

 

 

$29,990

 

$6,368

 

$10,216

 

$16,584

 

 

 

$16,584

 

Selling, general and administrative

 

65,765

 

 

 

65,765

 

21,003

 

51,201

 

72,204

 

 

 

72,204

 

Depreciation and amortization

 

44,031

 

(24,476)

 

19,555

 

10,703

 

6,223

 

16,926

 

(7,253)

 

9,673

 

Change in fair value of contingent consideration

 

(3,010)

 

 

 

(3,010)

 

 

 

 

 

 

 

Total operating expenses

 

$136,776

 

 

 

$112,300

 

$38,074

 

$67,640

 

$105,714

 

 

 

$98,461

 

Income (loss) from operations

 

$(23,178)

 

 

 

$1,298

 

$(14,148)

 

$(20,597)

 

$(34,745)

 

 

 

$(27,492)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

Interest expenses

 

(10,847)

 

 

 

(10,847)

 

(2,686)

 

(3,145)

 

(5,831)

 

 

 

(5,831)

 

Change in fair value of tax receivable liability

 

(12,056)

 

 

 

(12,056)

 

(451)

 

 

(451)

 

 

 

(451)

 

Other income

 

70

 

 

 

70

 

(1,316)

 

 

(1,316)

 

 

 

(1,316)

 

Total other (expenses) income

 

(22,833)

 

 

 

(22,833)

 

(4,453)

 

(3,145)

 

(7,598)

 

 

 

(7,598)

 

Income (loss) before income tax expense

 

(46,011)

 

 

 

(21,535)

 

(18,601)

 

(23,742)

 

(42,343)

 

 

 

(35,090)

 

Income tax benefit

 

8,395

 

 

 

8,395

 

2,719

 

 

2,719

 

 

 

2,719

 

Net income (loss)

 

$(37,616)

 

 

 

$(13,140)

 

$(15,882)

 

$(23,742)

 

$(39,624)

 

 

 

$(32,371)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

10,847

 

 

 

 

 

 

 

 

 

5,831

 

Depreciation and amortization(a)

 

 

 

 

 

19,555

 

 

 

 

 

 

 

 

 

9,673

 

Income tax (benefit)

 

 

 

 

 

(8,395)

 

 

 

 

 

 

 

 

 

(2,719)

 

EBITDA

 

 

 

 

 

$8,867

 

 

 

 

 

 

 

 

 

$(19,586)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,316

 

Non-cash change in fair value of contingent consideration(c)

 

 

 

 

 

(3,010)

 

 

 

 

 

 

 

 

 

 

Non-cash change in fair value of assets and liabilities(d)

 

 

 

 

 

12,056

 

 

 

 

 

 

 

 

 

451

 

Share-based compensation expense(e)

 

 

 

 

 

14,766

 

 

 

 

 

 

 

 

 

10,660

 

Transaction expenses(f)

 

 

 

 

 

7,777

 

 

 

 

 

 

 

 

 

37,513

 

Management Fees(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

211

 

Legacy commission related charges(h)

 

 

 

 

 

7,221

 

 

 

 

 

 

 

 

 

2,427

 

Employee recruiting costs(i)

 

 

 

 

 

123

 

 

 

 

 

 

 

 

 

33

 

Other taxes(j)

 

 

 

 

 

396

 

 

 

 

 

 

 

 

 

259

 

Restructuring and other strategic initiative costs(k)

 

 

 

 

 

579

 

 

 

 

 

 

 

 

 

296

 

Other non-recurring charges(l)

 

 

 

 

 

392

 

 

 

 

 

 

 

 

 

114

 

Adjusted EBITDA

 

 

 

 

 

$49,167

 

 

 

 

 

 

 

 

 

$33,694

 

 


 


Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income

For the Three Months Ended September 30, 2020 and 2019

(Unaudited)

 

 

 

Successor

 

 

 

 

 

Successor

 

Predecessor

 

 

 

 

 

 

 

(in $ thousands)

 

Three Months Ended September 30, 2020

 

Adjustments(o)

 

Pro Forma

Three Months Ended September 30, 2020

 

July 11, 2019 through September 30, 2019

 

July 1, 2019 through July 10, 2019

 

Combined

 

Adjustments(o)

 

Pro Forma

Three Months Ended September 30, 2019

 

Revenue

 

$37,635

 

 

 

$37,635

 

$23,926

 

$2,334

 

$26,260

 

 

 

$26,260

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other costs of services

 

$10,492

 

 

 

$10,492

 

$6,368

 

$468

 

$6,836

 

 

 

$6,836

 

Selling, general and administrative

 

28,581

 

 

 

28,581

 

21,003

 

34,069

 

55,072

 

 

 

55,072

 

Depreciation and amortization

 

15,421

 

(8,159)

 

7,262

 

10,703

 

333

 

11,036

 

(7,253)

 

3,783

 

Change in fair value of contingent consideration

 

(3,750)

 

 

 

(3,750)

 

 

 

 

 

 

 

Total operating expenses

 

$50,744

 

 

 

$42,585

 

$38,074

 

$34,870

 

$72,944

 

 

 

$65,691

 

Income (loss) from operations

 

$(13,109)

 

 

 

$(4,950)

 

$(14,148)

 

$(32,536)

 

$(46,684)

 

 

 

$(39,431)

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

(3,624)

 

 

 

(3,624)

 

(2,686)

 

(227)

 

(2,913)

 

 

 

(2,913)

 

Change in fair value of tax receivable liability

 

(1,475)

 

 

 

(1,475)

 

(451)

 

 

(451)

 

 

 

(451)

 

Other income

 

25

 

 

 

25

 

(1,316)

 

 

(1,316)

 

 

 

(1,316)

 

Total other (expenses) income

 

(5,074)

 

 

 

(5,074)

 

(4,453)

 

(227)

 

(4,681)

 

 

 

(4,680)

 

Income (loss) before income tax expense

 

(18,183)

 

 

 

(10,024)

 

(18,601)

 

(32,763)

 

(51,364)

 

 

 

(44,111)

 

Income tax benefit

 

3,383

 

 

 

3,383

 

2,719

 

 

2,719

 

 

 

2,719

 

Net income (loss)

 

$(14,800)

 

 

 

$(6,641)

 

$(15,882)

 

$(32,763)

 

$(48,645)

 

 

 

$(41,392)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of Acquisition-Related Intangibles(m)

 

 

 

 

 

4,804

 

 

 

 

 

 

 

 

 

2,525

 

Loss on extinguishment of debt (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,316

 

Non-cash change in fair value of contingent consideration(c)

 

 

 

 

 

(3,750)

 

 

 

 

 

 

 

 

 

 

Non-cash change in fair value of assets and liabilities(d)

 

 

 

 

 

1,475

 

 

 

 

 

 

 

 

 

451

 

Share-based compensation expense(e)

 

 

 

 

 

5,768

 

 

 

 

 

 

 

 

 

10,409

 

Transaction expenses(f)

 

 

 

 

 

3,332

 

 

 

 

 

 

 

 

 

35,017

 

Management Fees(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11