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Accounting Changes and Error Corrections
3 Months Ended
Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]  
Accounting Changes and Error Corrections Restatement of Prior Period Financial Statements
Subsequent to the original issuance of its Consolidated Financial Statements, the Company identified certain errors in its historical annual Consolidated Financial Statements, related to the accounting treatment of warrants. As such, the restated audited Consolidated Financial Statements for the years ended December 31, 2020 and 2019, and the unaudited interim Condensed Consolidated Financial Statements for the quarterly periods within these years commencing with the second quarter of 2019, are defined as the “Restated Periods."

See Note 2 - Basis of Presentation, Note 26 - Quarterly Financial Data, and Note 28 - Restatement of Previously Issued Financial Statements, to the Consolidated Financial Statements in the Amendment No. 2 ("10-K Amendment No. 2") to the Form 10-K for the year ended December 31, 2020.

The Company previously restated the accompanying interim Condensed Consolidated Financial Statements as of and for the quarter ended March 31, 2020 to correct for the impact of the misstatements. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the restatement. Below, we have presented a reconciliation from the "As Originally Reported" to the "As Restated" amounts for each of our interim Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2020. The amounts "As Originally Reported" are from the "As Originally Reported" amounts as disclosed in Note 26 - Quarterly Financial Data in the 10-K Amendment No. 2.

The Company is filing this Amendment No. 1 ("Amendment No.1") to its Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the SEC on May 10, 2021 (the “Original Form 10-Q"), to restate our Condensed Consolidated Financial Statements and related footnote disclosures as of and for the three months ended March 31, 2021. See Note 27 - Restatement of Previously Issued Financial Statements, for additional information related to the restatement, including descriptions of the misstatements and the impacts to previously reported financial information.
Interim Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2020
As Originally ReportedReclassification (a)Restatement ImpactsRestatement ReferenceAs Reclassified and Restated
Revenues, net$240,592 $— $— $240,592 
Operating expenses:
Cost of revenues(82,399)(283)— (82,682)
Selling, general and administrative costs(86,948)(46,107)— (133,055)
Share-based compensation expense(17,469)17,469 — 
Depreciation(2,329)— — (2,329)
Amortization(49,112)— — (49,112)
Transaction expenses(26,689)26,689 — — 
Transition, integration and other related expenses(2,232)2,232 — — 
Restructuring and impairment(7,754)— — (7,754)
Other operating income, net6,032 — — 6,032 
Total operating expenses(268,900)— — (268,900)
Loss from operations(28,308)— — (28,308)
Mark to market on financial instruments— — (55,632)(b)(55,632)
Loss before interest expense and income tax(28,308)— (55,632)(83,940)
Interest expense and amortization of debt discount, net(30,940)— — (30,940)
Loss before income tax(59,248)— (55,632)(b)(114,880)
Provision for income taxes(14,753)— — (14,753)
Net loss$(74,001)$— $(55,632)(b)$(129,633)
Per share:
Basic and diluted$(0.22)$(0.16)$(0.38)
Weighted average shares used to compute earnings per share:
Basic and diluted343,129,833 343,129,833 343,129,833 

(a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations.
(b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $55,632 that was recorded through the Statement of Operations, increasing the Net loss.
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended March 31, 2020
As Originally ReportedRestatement ImpactsAs Restated
Net loss$(74,001)(55,632)$(129,633)
Other comprehensive income (loss), net of tax:
Interest rate swaps(2,890)— (2,890)
Defined benefit pension plans, net of tax(67)— (67)
Foreign currency translation adjustment(5,513)— (5,513)
Total other comprehensive loss, net of tax(8,470)— (8,470)
Comprehensive loss$(82,471)$(55,632)$(138,103)
Interim Condensed Consolidated Statement of Changes in Equity (Unaudited)
Share CapitalAccumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Shareholders’
 Equity
Restatement ReferenceSharesAmount
Balance at December 31, 2019 (As Restated)(c)306,874,115 $2,144,372 $(4,879)$(890,894)$1,248,599 
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326— — — (9,319)$(9,319)
Exercise of public warrants (As Restated)28,880,098 277,526 — — $277,526 
Exercise of stock options3,715,455 1,182 — — $1,182 
Vesting of restricted stock units169,842 — — — $— 
Shares returned to the Company for net share settlements(2,301,458)(10,302)— — $(10,302)
Issuance of ordinary shares, net27,600,000 539,714 — — $539,714 
Share-based award activity— 16,384 — — $16,384 
Net loss (As Restated)(c)— — — $(129,633)$(129,633)
Other comprehensive income (loss) — — (8,470)— $(8,470)
Balance at March 31, 2020 (As Restated)(c)364,938,052 2,968,876 (13,349)(1,029,846)1,925,681 
(c) - The correction of these misstatements resulted in reduction to ordinary shares within equity in the amount of $64,157 to a liability on the Condensed Consolidated Balance Sheet. The correction also includes the mark to market adjustment on financial instruments. The correction of these misstatements resulted in an adjustment of $55,632 that was recorded through the Statement of Operations, increasing the Net (loss).
Interim Condensed Consolidated Statement of Cash Flows (Unaudited)

Three Months Ended March 31, 2020
As Originally ReportedRestatement ImpactsAs Restated
Cash Flows From Operating Activities
Net loss$(74,001)(55,632)$(129,633)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization51,441 — 51,441 
Deferred income tax benefit4,214 — 4,214 
Share-based compensation16,502 — 16,502 
Mark to market adjustment on contingent and phantom shares (1)
1,187 — 1,187 
Mark to market adjustment on financial instruments (As Restated)— 55,632 55,632 
Deferred finance charges1,008 — 1,008 
Other operating activities(7,015)— (7,015)
Changes in operating assets and liabilities:
Accounts receivable29,279 — 29,279 
Prepaid expenses(7,349)— (7,349)
Other assets54,644 — 54,644 
Accounts payable758 — 758 
Accrued expenses and other current liabilities (1)
(13,222)— (13,222)
Deferred revenues40,726 — 40,726 
Operating lease right of use assets5,919 — 5,919 
Operating lease liabilities(5,876)— (5,876)
Other liabilities(52,109)— (52,109)
Net cash provided by operating activities46,106 — 46,106 
Cash Flows From Investing Activities
Capital expenditures(19,395)— (19,395)
Acquisitions, net of cash acquired(885,323)— (885,323)
Proceeds from sale of product line, net of restricted cash3,751 — 3,751 
Net cash used in investing activities(900,967)— (900,967)
Cash Flows From Financing Activities
Principal payments on term loan(3,150)— (3,150)
Repayments of revolving credit facility(65,000)— (65,000)
Payment of debt issuance costs(5,014)— (5,014)
Contingent purchase price payment(4,115)— (4,115)
Proceeds from issuance of debt360,000 — 360,000 
Proceeds from issuance of ordinary shares540,597 — 540,597 
Proceeds from warrant exercises277,526 — 277,526 
Proceeds from stock options exercised1,182 — 1,182 
Payments related to tax withholding for stock-based compensation(10,420)— (10,420)
Net cash provided by (used in) financing activities1,091,606 — 1,091,606 
Effects of exchange rates(2,013)— (2,013)
Net increase in cash and cash equivalents, and restricted cash234,732 — 234,732 
Beginning of period:
Cash and cash equivalents76,130 — 76,130 
Restricted cash— 
Total cash and cash equivalents, and restricted cash, beginning of period76,139 — 76,139 
Cash and cash equivalents, and restricted cash, end of period310,871 — 310,871 
End of period:
Cash and cash equivalents308,021 — 308,021 
Restricted cash2,850 — 2,850 
Total cash and cash equivalents, and restricted cash, end of period$310,871 $— $310,871 
Supplemental Cash Flow Information
Cash paid for interest$11,405 $— $11,405 
Cash paid for income tax$4,797 $— $4,797 
Capital expenditures included in accounts payable$9,528 $— $9,528 
(1) "Accrued expenses and other current liabilities" of $12,035 has been updated to $13,222, which represents a change of $1,187. This amount has been reclassified to "Mark to market adjustment on contingent and phantom shares" in order to conform to the current financial statement line items presented on the Interim Condensed Consolidated Statement of Cash Flows (Unaudited).
Restatement of Previously Issued Financial Statements
As disclosed in the Form 10-K Amendment No. 2 filed with the SEC on February 3, 2022, the Company identified certain errors in its historical annual Consolidated Financial Statements related to the accounting treatment of certain awards made by CPA Global under the CPA Global Phantom Equity Plan that were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. For the majority of these awards, the Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021 with only a portion of the liability recorded as part of acquisition accounting. The Company concluded that the financial statements previously issued as of and for the year ended December 31, 2020, and the quarterly period ended December 31, 2020 were misstated.

We also concluded that the impact was material to the Company’s financial statements prepared according to U.S. GAAP. As such, the restated unaudited Consolidated Financial Statements for the quarterly period ended March 31, 2021, are defined as the “Restated Periods."
This Note 27 to the Company’s Consolidated Financial Statements discloses the restatement impact on the originally reported financial statements for the quarterly period ended March 31, 2021 and the nature of the associated adjustments. The corrections included in the Condensed Consolidated Financial Statements contained herein are further described below.
The restatement included in these Condensed Consolidated Financial Statements was prepared following an independent review by the Audit Committee of the Company’s Board.
See Note 26 - Quarterly Financial Data and Note 28 - Restatement of Previously Issued Financial Statements, to the Consolidated Financial Statements in 10-K Amendment No. 2 for additional information related to the restatements.
Consolidated Balance Sheets
As of March 31,
2021
As Originally ReportedRestatement ImpactsAs Restated
Assets
Current assets:
Cash and cash equivalents399,006 — 399,006 
Restricted cash(1)
13,513 3,400 16,913 
Accounts receivable, net of allowance of $8,340 and $8,745 at March 31, 2021 and December 31, 2020, respectively
706,879 — 706,879 
Prepaid expenses64,392 — 64,392 
Other current assets(2)
230,218 (166,048)64,170 
Total current assets1,414,008 (162,648)1,251,360 
Property and equipment, net33,565 — 33,565 
Other intangible assets, net7,266,497 — 7,266,497 
Goodwill(3)
6,246,384 (209,869)6,036,515 
Other non-current assets(2)
42,504 (14,894)27,610 
Deferred income taxes27,348 76 27,424 
Operating lease right-of-use assets84,052 — 84,052 
Total Assets$15,114,358 $(387,335)$14,727,023 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable94,548 — 94,548 
Accrued expenses and other current liabilities(3)
541,351 (99,694)441,657 
Current portion of deferred revenues769,030 — 769,030 
Current portion of operating lease liability33,896 — 33,896 
Current portion of long-term debt28,600 — 28,600 
Total current liabilities1,467,425 (99,694)1,367,731 
Long-term debt3,453,082 — 3,453,082 
Warrant liabilities257,944 — 257,944 
Non-current portion of deferred revenues45,404 — 45,404 
Other non-current liabilities(3)
62,143 (14,363)47,780 
Deferred income taxes(4)
351,937 4,897 356,834 
Operating lease liabilities79,651 — 79,651 
Total liabilities5,717,586 (109,160)5,608,426 
Commitments and contingencies
Shareholders’ equity:
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2021 and December 31, 2020; 611,355,226 and 606,329,598 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
10,109,449 — 10,109,449 
Treasury Shares, at cost; 6,325,860 and 6,325,860 at March 31, 2021 and December 31, 2020, respectively(2)
— (196,038)(196,038)
Accumulated other comprehensive income523,359 (11,384)511,975 
Accumulated deficit(3)
(1,236,036)(70,753)(1,306,789)
Total shareholders’ equity9,396,772 (278,175)9,118,597 
Total Liabilities and Shareholders’ Equity$15,114,358 $(387,335)$14,727,023 

(1) Represents restricted cash acquired to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting.
(2) Includes correction for 6,325,860 shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038.
(3) In connection with Amendment No. 2, the Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting as described in Note 2 - Basis of Presentation.
(4) Separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected the acquisition accounting understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020, as well as an understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020.
Consolidated Statements of Operations
Three Months Ended March 31,
2021
As Originally ReportedRestatement ImpactsAs Restated
Revenues, net$428,430 $— $428,430 
Operating expenses:
Cost of revenues(1)
(138,741)(9,134)(147,875)
Selling, general and administrative costs(1)
(111,345)(22,941)(134,286)
Depreciation(3,333)— (3,333)
Amortization(128,321)— (128,321)
Restructuring and impairment(1)
(64,667)(3,228)(67,895)
Other operating income (expense), net(16,230)— (16,230)
Total operating expenses(462,637)(35,303)(497,940)
Loss from operations(34,207)(35,303)(69,510)
Mark to market adjustment on financial instruments51,215 — 51,215 
Income (loss) before interest expense and income tax17,008 (35,303)(18,295)
Interest expense and amortization of debt discount, net(37,393)— (37,393)
Loss before income tax(20,385)(35,303)(55,688)
Provision for income taxes(3,569)3,306 (263)
Net loss$(23,954)$(31,997)$(55,951)
Per share:
Basic and Diluted$(0.04)$(0.05)$(0.09)
Weighted average shares used to compute earnings per share:
Basic and diluted608,598,235 602,272,375 602,272,375 

(1) Includes correction and recording of share-based compensation charges over the vesting period within the Selling, general and administrative and Cost of revenues line items as well as accelerated charges for involuntarily terminated participants within the Restructuring and impairment line item as described in Note 2 - Basis of Presentation.
Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31,
2021
As Originally ReportedRestatement ImpactsAs Restated
Net loss$(23,954)$(31,997)$(55,951)
Other comprehensive income (loss), net of tax:
Interest rate swaps1,340 — 1,340 
Defined benefit pension plans(4)— (4)
Foreign currency translation adjustment18,502 (245)18,257 
Total other comprehensive income (loss), net of tax19,838 (245)19,593 
Comprehensive loss$(4,116)$(32,242)$(36,358)
Consolidated Statements of Changes in Equity
As Restated
Share CapitalTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Shareholders’
 Equity
SharesAmountSharesAmount
Balance at December 31, 2020 (As Restated)606,329,598 $9,989,284 6,325,860 $(196,038)$492,382 $(1,250,838)$9,034,790 
Exercise of Private Placement Warrants212,174 3,592 — — — — 3,592 
Exercise of stock options835,917 5,074 — — — — 5,074 
Vesting of restricted stock units15,958 — — — — — — 
Shares returned to the Company for net share settlements(434,059)(4,489)— — — — (4,489)
Issuance of ordinary shares, net4,395,638 105,509 — — — — 105,509 
Share-based award activity— 10,479 — — — — 10,479 
Net loss— — — — — (55,951)(55,951)
Other comprehensive income (loss)— — — — 19,593 — 19,593 
Balance at March 31, 2021 (As Restated)611,355,226$10,109,449 6,325,860$(196,038)$511,975 $(1,306,789)$9,118,597 
Consolidated Statements of Cash Flows
Three Months Ended March 31,
2021
As Originally ReportedRestatement ImpactsAs Restated
Cash Flows From Operating Activities
Net loss$(23,954)$(31,997)$(55,951)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization131,654 — 131,654 
Bad debt expense3,122 — 3,122 
Deferred income tax benefit162 163 
Share-based compensation10,479 (9,289)1,190 
Restructuring and impairment40,984 (2,073)38,911 
Gain on foreign currency forward contracts(1,023)— (1,023)
Mark to market adjustment on contingent and phantom shares(27,680)2,595 (25,085)
Mark to market adjustment on financial instruments(51,215)— (51,215)
Loss on disposal of business586 — 586 
Deferred finance charges2,332 — 2,332 
Other operating activities3,494 — 3,494 
Changes in operating assets and liabilities:
Accounts receivable44,221 — 44,221 
Prepaid expenses(7,170)— (7,170)
Other assets(927)— (927)
Accounts payable13,746 — 13,746 
Accrued expenses and other current liabilities(9,725)38,807 29,082 
Deferred revenues65,988 — 65,988 
Operating lease right of use assets7,468 — 7,468 
Operating lease liabilities(25,666)— (25,666)
Other liabilities(2,839)1,956 (883)
Net cash provided by operating activities174,037 — 174,037 
Cash Flows From Investing Activities
Capital expenditures(32,972)— (32,972)
Acquisitions, net of cash acquired433 — 433 
Net cash used in investing activities(32,539)— (32,539)
Cash Flows From Financing Activities
Principal payments on term loan(7,150)— (7,150)
Proceeds from stock options exercised5,074 — 5,074 
Payments related to tax withholding for stock-based compensation(4,489)— (4,489)
Net cash (used in) provided by financing activities(6,565)— (6,565)
Effects of exchange rates8,578 — 8,578 
Net increase in cash and cash equivalents, and restricted cash143,511 — 143,511 
Beginning of period:
Consolidated Statements of Cash Flows
Three Months Ended March 31,
2021
As Originally ReportedRestatement ImpactsAs Restated
Cash and cash equivalents257,730 — 257,730 
Restricted cash11,278 3,400 14,678 
Total cash and cash equivalents, and restricted cash, beginning of period269,008 3,400 272,408 
Cash and cash equivalents, and restricted cash, end of period412,519 3,400 415,919 
End of period:
Cash and cash equivalents399,006 — 399,006 
Restricted cash13,513 3,400 16,913 
Total cash and cash equivalents, and restricted cash, end of period$412,519 $3,400 $415,919 
Supplemental Cash Flow Information
Cash paid for interest$27,334 $— $27,334 
Cash paid for income tax$2,583 $— $2,583 
Capital expenditures included in accounts payable$6,138 $— $6,138 
Non-Cash Financing Activities:
Shares issued as contingent stock consideration associated with the DRG acquisition
— 61,619 61,619 
Shares issued as contingent stock consideration associated with the CPA Global acquisition
— 43,890 43,890 
Total Non-Cash Financing Activities— 105,509 105,509