|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
7389
(Primary Standard Industrial Classification Code Number) |
| |
84-2099378
(I.R.S. Employer Identification No.) |
|
|
William V. Fogg
Michael E. Mariani Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 |
| |
Michael Kaplan
Derek J. Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☐
Emerging growth company ☒ |
|
| | ||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Proposed Maximum
Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee |
| ||||||
Common Stock, par value $0.01 per share
|
| | | | $ | | | | | | $ | | |
| | |
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($ in thousands, except per share amounts)
Consolidated Statement of Operations Data: |
| |
Year Ended
December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | |
Services
|
| | | $ | 147,191 | | | | | $ | 51,153 | | | | | | $ | 92,445 | | |
Products
|
| | | | 135,723 | | | | | | 29,262 | | | | | | | 48,293 | | |
Net revenues
|
| | | | 282,914 | | | | | | 80,415 | | | | | | | 140,738 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services
|
| | | | 84,144 | | | | | | 28,844 | | | | | | | 48,196 | | |
Cost of products
|
| | | | 87,153 | | | | | | 17,841 | | | | | | | 29,210 | | |
Selling, general and administrative
|
| | | | 79,955 | | | | | | 21,753 | | | | | | | 40,521 | | |
Depreciation and amortization
|
| | | | 28,032 | | | | | | 9,188 | | | | | | | 13,359 | | |
Transaction related costs
|
| | | | 3,949 | | | | | | 14,784 | | | | | | | 2,511 | | |
Change in fair value of contingent consideration
|
| | | | (10,770) | | | | | | — | | | | | | | 19,671 | | |
Total operating expenses
|
| | | | 272,463 | | | | | | 92,410 | | | | | | | 153,468 | | |
Operating income (loss)
|
| | | | 10,451 | | | | | | (11,995) | | | | | | | (12,730) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 7 | | | | | | — | | | | | | | — | | |
Interest expense
|
| | | | (18,860) | | | | | | (5,762) | | | | | | | (6,213) | | |
Total other expense, net
|
| | | | (18,853) | | | | | | (5,762) | | | | | | | (6,213) | | |
Loss from continuing operations before income taxes
|
| | | | (8,402) | | | | | | (17,757) | | | | | | | (18,943) | | |
Income tax benefit
|
| | | | 1,904 | | | | | | 858 | | | | | | | 23,288 | | |
Net (loss) income from continuing operations
|
| | | | (6,498) | | | | | | (16,899) | | | | | | | 4,345 | | |
Income (loss) from discontinued operations, net of tax
|
| | | | 36 | | | | | | 73 | | | | | | | (696) | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
(Loss) income per common share – Basic: | | | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 3.04 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
(Loss) income per common share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.55 | | |
(Loss) income per common share – Diluted: | | | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 2.81 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
(Loss) income per common share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.32 | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
Foreign currency translation adjustments
|
| | | | 57 | | | | | | 21 | | | | | | | (15) | | |
Comprehensive (loss) income
|
| | | $ | (6,405) | | | | | $ | (16,805) | | | | | | $ | 3,634 | | |
| | |
Year Ended December 31,
|
| |||||||||
Consolidated Balance Sheet Data (at end of period):
|
| |
2020
|
| |
2019
|
| ||||||
Cash and cash equivalents
|
| | | $ | 45,366 | | | | | $ | 15,971 | | |
Total assets
|
| | | $ | 843,068 | | | | | $ | 816,780 | | |
Total liabilities
|
| | | $ | 372,918 | | | | | $ | 346,907 | | |
Total shareholders’ equity
|
| | | $ | 470,150 | | | | | $ | 469,873 | | |
Consolidated Statement of Cash Flows Data:
|
| |
Year Ended
December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net cash provided by (used in) operating activities
|
| | | $ | 31,563 | | | | | $ | (14,391) | | | | | | $ | 25,247 | | |
Net cash used in investing activities
|
| | | $ | (13,272) | | | | | $ | (629,850) | | | | | | $ | (12,287) | | |
Net cash provided by (used in) financing activities
|
| | | $ | 9,429 | | | | | $ | 665,566 | | | | | | $ | (1,329) | | |
Other Financial Data: | | | | | | | | | | | | | | | | | | | | |
Segment Revenue | | | | | | | | | | | | | | | | | | | | |
Technology Enabled Services
|
| | | $ | 241,336 | | | | | $ | 66,530 | | | | | | $ | 109,932 | | |
Advisory Services
|
| | | $ | 41,578 | | | | | $ | 13,885 | | | | | | $ | 30,806 | | |
EBITDA(a) | | | | $ | 38,483 | | | | | $ | (2,807) | | | | | | $ | 629 | | |
Adjusted EBITDA(a)
|
| | | $ | 51,493 | | | | | $ | 14,024 | | | | | | $ | 27,462 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Other Operating Data: | | | | | | | | | | | | | |
Technology Client Gross Dollar Retention(b)
|
| | | | 98% | | | | | | 99% | | |
Technology Net Dollar Retention(c)
|
| | | | 135% | | | | | | 142% | | |
Advisory Revenue Per Headcount(d)
|
| | | $ | 0.32 | | | | | $ | 0.40 | | |
| | |
For the year ended
December 31, 2020 |
| |
Period from Inception
to December 31, 2019 |
| | |
Period from January 1,
2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net (loss) income
|
| | | | (6,462) | | | | | | (16,826) | | | | | | | 3,649 | | |
Less (loss) income from discontinued
operations |
| | | | (36) | | | | | | (73) | | | | | | | 696 | | |
(Loss) income from continued operations
|
| | | | (6,498) | | | | | | (16,899) | | | | | | | 4,345 | | |
Interest expense, net
|
| | | | 18,853 | | | | | | 5,762 | | | | | | | 6,213 | | |
Income tax benefit
|
| | | | (1,904) | | | | | | (858) | | | | | | | (23,288) | | |
Depreciation and amortization expense
|
| | | | 28,032 | | | | | | 9,188 | | | | | | | 13,359 | | |
EBITDA
|
| | | | 38,483 | | | | | | (2,807) | | | | | | | 629 | | |
Change in fair value of contingent
consideration(1) |
| | | | (10,770) | | | | | | — | | | | | | | 19,671 | | |
Cost of Covid-19(2)
|
| | | | 10,174 | | | | | | — | | | | | | | — | | |
Non-cash stock compensation expense(3)
|
| | | | 6,682 | | | | | | — | | | | | | | 300 | | |
Transaction related costs(4)
|
| | | | 3,949 | | | | | | 14,784 | | | | | | | 2,511 | | |
Acquisition bonus expense – HealthScape and Pareto acquisition(5)
|
| | | | 1,989 | | | | | | 1,663 | | | | | | | 3,685 | | |
Other(6)
|
| | | | 986 | | | | | | 385 | | | | | | | 666 | | |
Adjusted EBITDA
|
| | | $ | 51,493 | | | | | $ | 14,024 | | | | | | $ | 27,462 | | |
| | |
As of December 31, 2020
|
| |||||||||
(in thousands)
|
| |
Actual
|
| |
As Adjusted
|
| ||||||
Cash and cash equivalents
|
| | | $ | 45,366 | | | | | $ | | | |
Long-term debt (including current portion)
|
| | | | | | | | | | | | |
Term Facility(1)
|
| | | | 222,200 | | | | | | | | |
2020 Incremental Term Facility(1)
|
| | | | 24,800 | | | | | | | | |
Revolving Facility(1)
|
| | | | 500 | | | | | | | | |
Total debt(2)
|
| | | | 247,500 | | | | | | | | |
Stockholders’ equity:
|
| | | | | | | | | | | | |
Common stock, $0.01 par value, shares authorized and shares issued and outstanding on an actual basis; shares authorized and shares issued and outstanding on an as adjusted basis
|
| | | | 5 | | | | | | | | |
Additional paid-in capital
|
| | | | 493,355 | | | | | | | | |
Accumulated other comprehensive income
|
| | | | 78 | | | | | | | | |
Accumulated deficit
|
| | | | (23,288) | | | | | | | | |
Total stockholders’ equity
|
| | | | 470,150 | | | | | | | | |
Total capitalization
|
| | | $ | 717,650 | | | | | $ | | | |
|
Assumed initial public offering price per share
|
| | | $ | | | | | $ | | | ||
|
Historical net tangible book value (deficit) per share as of
|
| | | | | | | | | | | | |
|
Increase (decrease) in net tangible book value (deficit) per share attributable investors purchasing shares in this offering
|
| | | | | | | | | | | | |
|
Pro forma as adjusted net tangible book value (deficit) per share, attributable to
this offering |
| | | | | | | | | | | | |
|
Dilution in pro forma as adjusted net tangible book value (deficit) per share to investors in this offering
|
| | | $ | | | | | $ | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| | | | | | | ||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| |
Average
Price Per Share |
| |||||||||||||||
Existing stockholders
|
| | | | | | | | | | | | | | | $ | | | | | | | | | | | $ | | | | |
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | | | 100% | | | | | $ | | | | | | 100% | | | | | $ | | |
($ in thousands, except per share amounts)
Consolidated Statement of Operations Data: |
| |
Year Ended
December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | |
Services
|
| | | $ | 147,191 | | | | | $ | 51,153 | | | | | | $ | 92,445 | | |
Products
|
| | | | 135,723 | | | | | | 29,262 | | | | | | | 48,293 | | |
Net revenues
|
| | | | 282,914 | | | | | | 80,415 | | | | | | | 140,738 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services
|
| | | | 84,144 | | | | | | 28,844 | | | | | | | 48,196 | | |
Cost of products
|
| | | | 87,153 | | | | | | 17,841 | | | | | | | 29,210 | | |
Selling, general and administrative
|
| | | | 79,955 | | | | | | 21,753 | | | | | | | 40,521 | | |
Depreciation and amortization
|
| | | | 28,032 | | | | | | 9,188 | | | | | | | 13,359 | | |
Transaction related costs
|
| | | | 3,949 | | | | | | 14,784 | | | | | | | 2,511 | | |
Change in fair value of contingent consideration
|
| | | | (10,770) | | | | | | — | | | | | | | 19,671 | | |
Total operating expenses
|
| | | | 272,463 | | | | | | 92,410 | | | | | | | 153,468 | | |
Operating income (loss)
|
| | | | 10,451 | | | | | | (11,995) | | | | | | | (12,730) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 7 | | | | | | — | | | | | | | — | | |
Interest expense
|
| | | | (18,860) | | | | | | (5,762) | | | | | | | (6,213) | | |
Total other expense, net
|
| | | | (18,853) | | | | | | (5,762) | | | | | | | (6,213) | | |
Loss from continuing operations before income taxes
|
| | | | (8,402) | | | | | | (17,757) | | | | | | | (18,943) | | |
Income tax benefit
|
| | | | 1,904 | | | | | | 858 | | | | | | | 23,288 | | |
Net (loss) income from continuing operations
|
| | | | (6,498) | | | | | | (16,899) | | | | | | | 4,345 | | |
Income (loss) from discontinued operations, net of tax
|
| | | | 36 | | | | | | 73 | | | | | | | (696) | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
(Loss) income per common share – Basic: | | | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 3.04 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
(Loss) income per common share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.55 | | |
($ in thousands, except per share amounts)
Consolidated Statement of Operations Data: |
| |
Year Ended
December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
(Loss) income per common share – Diluted: | | | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 2.81 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
(Loss) income per common share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.32 | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
Foreign currency translation adjustments
|
| | | | 57 | | | | | | 21 | | | | | | | (15) | | |
Comprehensive (loss) income
|
| | | $ | (6,405) | | | | | $ | (16,805) | | | | | | $ | 3,634 | | |
| | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||
Consolidated Balance Sheet Data (at end of period):
|
| |
2020
|
| |
2019
|
| ||||||
Cash and cash equivalents
|
| | | $ | 45,366 | | | | | $ | 15,971 | | |
Total assets
|
| | | $ | 843,068 | | | | | $ | 816,780 | | |
Total liabilities
|
| | | $ | 372,918 | | | | | $ | 346,907 | | |
Total shareholders’ equity
|
| | | $ | 470,150 | | | | | $ | 469,873 | | |
Consolidated Statement of Cash Flows Data:
|
| |
Year Ended
December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net cash provided by (used in) operating activities
|
| | | $ | 31,563 | | | | | $ | (14,391) | | | | | | $ | 25,247 | | |
Net cash used in investing activities
|
| | | $ | (13,272) | | | | | $ | (629,850) | | | | | | $ | (12,287) | | |
Net cash provided by (used in) financing activities
|
| | | $ | 9,429 | | | | | $ | 665,566 | | | | | | $ | (1,329) | | |
| | |
Year Ended December 31,
|
| |||||||||
$ in millions
|
| |
2020
|
| |
2019
|
| ||||||
Beginning Technology ACR
|
| | | $ | 177 | | | | | $ | 124 | | |
(-) Attrition
|
| | | | (3) | | | | | | (1) | | |
Technology Client Gross Retention
|
| | | $ | 174 | | | | | $ | 123 | | |
Technology Client Gross Dollar Retention (GDR)
|
| | | | 98% | | | | | | 99% | | |
| | |
Year Ended December 31,
|
| |||||||||
$ in millions
|
| |
2020
|
| |
2019
|
| ||||||
Technology Client Gross Retention
|
| | | $ | 174 | | | | | $ | 123 | | |
(+) Cross-sell, (+) Net Upsell
|
| | | | 65 | | | | | | 52 | | |
Technology Net Retention
|
| | | $ | 239 | | | | | $ | 175 | | |
Technology Net Dollar Retention (NDR)
|
| | | | 135% | | | | | | 142% | | |
| | |
Year Ended December 31,
|
| |||||||||
$ in millions
|
| |
2020
|
| |
2019
|
| ||||||
Advisory Services Revenue
|
| | | $ | 41,578 | | | | | $ | 44,691 | | |
Advisory Services Headcount
|
| | | | 130 | | | | | | 113 | | |
Advisory Services Revenue per Headcount
|
| | | $ | 0.32 | | | | | $ | 0.40 | | |
| | |
For the year ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net (loss) income
|
| | | | (6,462) | | | | | | (16,826) | | | | | | | 3,649 | | |
Less (loss) income from discontinued operations
|
| | | | (36) | | | | | | (73) | | | | | | | 696 | | |
(Loss) income from continued operations
|
| | | | (6,498) | | | | | | (16,899) | | | | | | | 4,345 | | |
Interest expense, net
|
| | | | 18,853 | | | | | | 5,762 | | | | | | | 6,213 | | |
Income tax benefit
|
| | | | (1,904) | | | | | | (858) | | | | | | | (23,288) | | |
Depreciation and amortization expense
|
| | | | 28,032 | | | | | | 9,188 | | | | | | | 13,359 | | |
EBITDA
|
| | | | 38,483 | | | | | | (2,807) | | | | | | | 629 | | |
Change in fair value of contingent consideration (1)
|
| | | | (10,770) | | | | | | — | | | | | | | 19,671 | | |
Cost of Covid-19(2)
|
| | | | 10,174 | | | | | | — | | | | | | | — | | |
Non-cash stock compensation expense (3)
|
| | | | 6,682 | | | | | | — | | | | | | | 300 | | |
Transaction related costs (4)
|
| | | | 3,949 | | | | | | 14,784 | | | | | | | 2,511 | | |
Acquisition bonus expense – HealthScape
and Pareto acquisition(5) |
| | | | 1,989 | | | | | | 1,663 | | | | | | | 3,685 | | |
Other(6)
|
| | | | 986 | | | | | | 385 | | | | | | | 666 | | |
Adjusted EBITDA
|
| | | $ | 51,493 | | | | | $ | 14,024 | | | | | | $ | 27,462 | | |
| | |
Year Ended December 31, 2020
|
| |
Period from Inception to
December 31, 2019 |
| | |
Period from January 1,
2019 to September 3, 2019 |
| |||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||||||||||||||
(in thousands)
|
| |
Dollars
|
| |
% of Net
Revenues |
| |
Dollars
|
| |
% of Net
Revenues |
| | |
Dollars
|
| |
% of Net
Revenues |
| ||||||||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Services
|
| | | $ | 147,191 | | | | | | 52.0% | | | | | $ | 51,153 | | | | | | 63.6% | | | | | | $ | 92,445 | | | | | | 65.7% | | |
Products
|
| | | | 135,723 | | | | | | 48.0% | | | | | | 29,262 | | | | | | 36.4% | | | | | | | 48,293 | | | | | | 34.3% | | |
Net revenues
|
| | | | 282,914 | | | | | | 100.0% | | | | | | 80,415 | | | | | | 100.0% | | | | | | | 140,738 | | | | | | 100.0% | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Costs of services
|
| | | | 84,144 | | | | | | 29.7% | | | | | | 28,844 | | | | | | 35.9% | | | | | | | 48,196 | | | | | | 34.2% | | |
Cost of products
|
| | | | 87,153 | | | | | | 30.8% | | | | | | 17,841 | | | | | | 22.2% | | | | | | | 29,210 | | | | | | 20.8% | | |
Selling, general and administrative
|
| | | | 79,955 | | | | | | 28.3% | | | | | | 21,753 | | | | | | 27.1% | | | | | | | 40,521 | | | | | | 28.8% | | |
Depreciation and amortization
|
| | | | 28,032 | | | | | | 9.9% | | | | | | 9,188 | | | | | | 11.4% | | | | | | | 13,359 | | | | | | 9.5% | | |
Transaction related costs
|
| | | | 3,949 | | | | | | 1.4% | | | | | | 14,784 | | | | | | 18.4% | | | | | | | 2,511 | | | | | | 1.8% | | |
Change in fair value of contingent
consideration |
| | | | (10,770) | | | | | | -3.8% | | | | | | — | | | | | | — | | | | | | | 19,671 | | | | | | 14.0% | | |
Total operating expenses
|
| | | | 272,463 | | | | | | 96.3% | | | | | | 92,410 | | | | | | 114.9% | | | | | | | 153,468 | | | | | | 109.0% | | |
Operating income (loss)
|
| | | | 10,451 | | | | | | 3.7% | | | | | | (11,995) | | | | | | -14.9% | | | | | | | (12,730) | | | | | | -9.0% | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 7 | | | | | | 0.0% | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (18,860) | | | | | | -6.7% | | | | | | (5,762) | | | | | | -7.2% | | | | | | | (6,213) | | | | | | -4.4% | | |
Total other expenses, net
|
| | | | (18,853) | | | | | | -6.7% | | | | | | (5,762) | | | | | | -7.2% | | | | | | | (6,213) | | | | | | -4.4% | | |
Loss from continuing operations before income taxes
|
| | | | (8,402) | | | | | | -3.0% | | | | | | (17,757) | | | | | | -22.1% | | | | | | | (18,943) | | | | | | -13.5% | | |
Income tax benefit
|
| | | | 1,904 | | | | | | 0.7% | | | | | | 858 | | | | | | 1.1% | | | | | | | 23,288 | | | | | | 16.5% | | |
Net (loss) income from continuing operations
|
| | | | (6,498) | | | | | | -2.3% | | | | | | (16,899) | | | | | | -21.0% | | | | | | | 4,345 | | | | | | 3.1% | | |
Income (loss) from discontinued operations, net of tax
|
| | | | 36 | | | | | | 0.0% | | | | | | 73 | | | | | | 0.1% | | | | | | | (696) | | | | | | -0.5% | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | | -2.3% | | | | | $ | (16,826) | | | | | | -20.9% | | | | | | $ | 3,649 | | | | | | 2.6% | | |
| | | | | | | | | | | | | | |
Pro Forma
|
| |||||||||
| | |
For the year ended December 31, 2020
|
| |
For the year ended
December 31, 2019 (Unaudited) |
| ||||||||||||||||||
(in thousands)
|
| |
Dollars
|
| |
% of Net
Revenues |
| |
Dollars
|
| |
% of Net
Revenues |
| ||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | |
Services
|
| | | $ | 147,191 | | | | | | 52.0% | | | | | $ | 143,378 | | | | | | 64.9% | | |
Products
|
| | | | 135,723 | | | | | | 48.0% | | | | | | 77,555 | | | | | | 35.1% | | |
Net revenues
|
| | | | 282,914 | | | | | | 100.0% | | | | | | 220,933 | | | | | | 100.0% | | |
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of services
|
| | | | 84,144 | | | | | | 29.7% | | | | | | 77,040 | | | | | | 34.9% | | |
Cost of products
|
| | | | 87,153 | | | | | | 30.8% | | | | | | 47,051 | | | | | | 21.3% | | |
Selling, general and administrative
|
| | | | 79,955 | | | | | | 28.3% | | | | | | 62,274 | | | | | | 28.2% | | |
Depreciation and amortization
|
| | | | 28,032 | | | | | | 9.9% | | | | | | 27,307 | | | | | | 12.4% | | |
Transaction related costs
|
| | | | 3,949 | | | | | | 1.4% | | | | | | 17,295 | | | | | | 7.8% | | |
Change in fair value of contingent consideration
|
| | | | (10,770) | | | | | | -3.8% | | | | | | 19,671 | | | | | | 8.9% | | |
Total operating expenses
|
| | | | 272,463 | | | | | | 96.3% | | | | | | 250,638 | | | | | | 113.4% | | |
Operating income (loss)
|
| | | | 10,451 | | | | | | 3.7% | | | | | | (29,705) | | | | | | -13.4% | | |
Other expense:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 7 | | | | | | 0.0% | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (18,860) | | | | | | -6.7% | | | | | | (17,599) | | | | | | -8.0% | | |
Total other expenses, net
|
| | | | (18,853) | | | | | | -6.7% | | | | | | (17,599) | | | | | | -8.0% | | |
Loss from continued operations before income taxes
|
| | | | (8,402) | | | | | | -3.0% | | | | | | (47,304) | | | | | | -21.4% | | |
Income tax benefit
|
| | | | 1,904 | | | | | | 0.7% | | | | | | 27,113 | | | | | | 12.3% | | |
Net loss from continued operations
|
| | | | (6,498) | | | | | | -2.3% | | | | | | (20,191) | | | | | | -9.1% | | |
Income (loss) from discontinued operations
|
| | | | 36 | | | | | | 0.0% | | | | | | (624) | | | | | | -0.3% | | |
Net loss
|
| | | $ | (6,462) | | | | | | -2.3% | | | | | $ | (20,815) | | | | | | -9.4% | | |
| | |
For the year ended
December 31, 2020 |
| |
Successor 2019 Period
|
| | |
Predecessor 2019 Period
|
| |||||||||||||||||||||||||||
(in thousands)
|
| |
Dollars
|
| |
% of Total
|
| |
Dollars
|
| |
% of Total
|
| | |
Dollars
|
| |
% of Total
|
| ||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Technology Enabled Solutions
|
| | | $ | 241,336 | | | | | | 85.3% | | | | | $ | 66,530 | | | | | | 82.7% | | | | | | $ | 109,932 | | | | | | 78.1% | | |
Advisory Services
|
| | | | 41,578 | | | | | | 14.7% | | | | | | 13,885 | | | | | | 17.3% | | | | | | | 30,806 | | | | | | 21.9% | | |
Total segment revenues
|
| | | $ | 282,914 | | | | | | 100.0% | | | | | $ | 80,415 | | | | | | 100.0% | | | | | | $ | 140,738 | | | | | | 100.0% | | |
Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Technology Enabled Solutions
|
| | | $ | 66,043 | | | | | | 89.0% | | | | | $ | 14,881 | | | | | | 91.1% | | | | | | $ | 29,205 | | | | | | 82.8% | | |
Advisory Services
|
| | | | 8,204 | | | | | | 11.0% | | | | | | 1,445 | | | | | | 8.9% | | | | | | | 6,073 | | | | | | 17.2% | | |
Total segment Adjusted EBITDA
|
| | | $ | 74,247 | | | | | | 100% | | | | | $ | 16,326 | | | | | | 100.0% | | | | | | $ | 35,278 | | | | | | 100.0% | | |
| | |
Three months ended
(unaudited) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands)
|
| |
December 31,
2020 |
| |
September 30,
2020 |
| |
June 30,
2020 |
| |
March 31,
2020 |
| |
December 31,
2019 |
| |
September 4,
2019 to September 30, 2019 |
| | |
July 1,
2019 to September 3, 2019 |
| |
June 30,
2019 |
| |
March 31,
2019 |
| |||||||||||||||||||||||||||
Net revenue
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Operating income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
| | |
For the year ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net cash provided by (used in) operating activities
|
| | | $ | 31,563 | | | | | $ | (14,391) | | | | | | $ | 25,247 | | |
Net cash used in investing activities
|
| | | $ | (13,272) | | | | | $ | (629,850) | | | | | | $ | (12,287) | | |
| | |
For the year ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net cash provided by (used in) financing activities
|
| | | $ | 9,429 | | | | | $ | 665,566 | | | | | | $ | (1,329) | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
(in thousands)
|
| |
Total
|
| |
Less than 1
year |
| |
1-3 Years
|
| |
4-5 Years
|
| |
More Than 5
years |
| |||||||||||||||
Operating lease obligations
|
| | | $ | 35,950 | | | | | $ | 7,752 | | | | | $ | 12,695 | | | | | $ | 9,753 | | | | | $ | 5,750 | | |
Capital lease obligations
|
| | | | 1,616 | | | | | | 474 | | | | | | 931 | | | | | | 211 | | | | | | — | | |
Long-term debt obligations(1)
|
| | | | 247,000 | | | | | | 2,250 | | | | | | 4,500 | | | | | | 4,500 | | | | | | 235,750 | | |
Purchase commitments
|
| | | | 6,506 | | | | | | 6,506 | | | | | | — | | | | | | — | | | | | | — | | |
Total contractual obligations
|
| | | $ | 291,072 | | | | | $ | 16,982 | | | | | $ | 18,126 | | | | | $ | 14,464 | | | | | $ | 241,500 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | | | | |
Stephen C. Farrell | | |
55
|
| | Chief Executive Officer and Director | |
Timothy Fairbanks | | |
47
|
| | Chief Financial Officer & Executive Vice President | |
John Steele | | |
47
|
| | Executive Vice President, Technology | |
Arjun Aggarwal | | |
53
|
| | Managing Partner, HealthScape Advisors & Executive Vice President | |
Kyle Stern | | |
49
|
| | Managing Partner, HealthScape Advisors & Executive Vice President | |
Non-Employee Directors:
|
| | | | | | |
Sharad S. Mansukani | | |
51
|
| | Director (Chairman) | |
Todd B. Sisitsky | | |
49
|
| | Director | |
Katherine Wood | | |
36
|
| | Director | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Option Awards
($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
Sharad S. Mansukani
|
| | | | 300,000(1) | | | | | | 2,167,553(2) | | | | | | 14,444(3) | | | | | | 2,481,997 | | |
Todd B. Sisitsky
|
| | | | — | | | | | | | | | | | | — | | | | | | — | | |
Katherine Wood
|
| | | | — | | | | | | | | | | | | — | | | | | | — | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Option
Awards ($)(1) |
| |
Nonequity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||
Stephen C. Farrell
|
| | | | 2020 | | | | | | 475,000 | | | | | | 4,827,204 | | | | | | 665,000 | | | | | | 42,236 | | | | | | 6,009,440 | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kyle Stern
|
| | | | 2020 | | | | | | 750,000 | | | | | | 1,800,283 | | | | | | 150,001 | | | | | | 11,400 | | | | | | 2,711,684 | | |
Managing Partner, HealthScape Advisors & EVP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arjun Aggarwal
|
| | | | 2020 | | | | | | 750,000 | | | | | | 1,800,283 | | | | | | 150,001 | | | | | | 11,400 | | | | | | 2,711,684 | | |
Managing Partner, HealthScape Advisors & EVP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Option Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) |
| |
Option Exercise
Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||
Stephen C. Farrell
|
| | | | 3,573 | | | | | | 4,766 | | | | | | 3,575 | | | | | $ | 1,000 | | | | | | 3/2/2030 | | |
Kyle Stern
|
| | | | 1,098 | | | | | | 1,462 | | | | | | 1,096 | | | | | $ | 1,000 | | | | | | 3/2/2030 | | |
Arjun Aggarwal
|
| | | | 1.098 | | | | | | 1,462 | | | | | | 1,096 | | | | | $ | 1,000 | | | | | | 3/2/2030 | | |
| | |
Shares Beneficially Owned
Prior to this Offering |
| |
Shares Beneficially Owned
After this Offering (No exercise of option) |
| |
Shares Beneficially
Owned After this Offering (Full exercise of option) |
| | | | ||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| | | | |||||||||||||||
5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
TPG Cannes Aggregation, L.P.(1)
|
| | | | | | | % | | | | | | | | | % | | | | | | | | | % | | | | | | ||||||
Named Executive Officers and Directors:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Stephen C. Farrell(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Arjun Aggarwal(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Kyle Stern(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Dr. Sharad S. Mansukani(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Todd B. Sisitsky(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Katherine Wood(7)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
All Executive Officers and Directors as a Group
|
| | | | | | | | | | |||||||||||||||||||||||||||
( persons)
|
| | | | | | | % | | | | | | | | | % | | | | | | | | | % | | | | | | | | | | | |
Underwriter
|
| |
Number
of Shares |
| |||
BofA Securities, Inc.
|
| | | | | | |
Goldman Sachs & Co. LLC
|
| | | | | | |
J.P. Morgan Securities LLC
|
| | | | | | |
Barclays Capital Inc.
|
| | | | | | |
TPG Capital BD, LLC
|
| | | | | | |
Total
|
| | | | | |
| | |
Per Share
|
| |
Without Option
|
| |
With Option
|
| |||||||||
Initial public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discounts
and commissions |
| | | $ | | | | | $ | | | | | $ | | | |||
Proceeds to us, before expenses
|
| | | $ | | | | | $ | | | | | $ | | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-10 | | | |
FINANCIAL STATEMENT SCHEDULE
|
| | | | | | |
| | | | F-52 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 45,366 | | | | | $ | 15,971 | | |
Accounts receivable, net of allowance for doubtful accounts of $610 and $108 as of December 31, 2020 and December 31, 2019, respectively
|
| | | | 50,589 | | | | | | 49,100 | | |
Inventories, net
|
| | | | 11,094 | | | | | | 3,298 | | |
Prepaid expenses and other current assets
|
| | | | 15,220 | | | | | | 10,211 | | |
Restricted cash
|
| | | | 3,560 | | | | | | 1,615 | | |
Total current assets
|
| | | | 125,829 | | | | | | 80,195 | | |
Property and equipment, net
|
| | | | 20,667 | | | | | | 16,837 | | |
Intangible assets, net
|
| | | | 238,842 | | | | | | 258,446 | | |
Goodwill
|
| | | | 455,206 | | | | | | 455,006 | | |
Restricted cash
|
| | | | 160 | | | | | | 3,760 | | |
Other assets
|
| | | | 2,364 | | | | | | 2,536 | | |
Total assets
|
| | | $ | 843,068 | | | | | $ | 816,780 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 21,308 | | | | | $ | 7,368 | | |
Accrued expenses
|
| | | | 67,159 | | | | | | 41,607 | | |
Capital lease obligations, current portion
|
| | | | 361 | | | | | | 104 | | |
Deferred revenue, current portion
|
| | | | 6,466 | | | | | | 7,465 | | |
Term loans, current portion
|
| | | | 2,500 | | | | | | 2,250 | | |
Total current liabilities
|
| | | | 97,794 | | | | | | 58,794 | | |
Capital leases obligations, net of current portion
|
| | | | 1,129 | | | | | | 374 | | |
Deferred taxes, net
|
| | | | 26,561 | | | | | | 28,678 | | |
Term loans, net of current portion
|
| | | | 239,290 | | | | | | 217,250 | | |
Other long-term liabilities
|
| | | | 8,144 | | | | | | 41,811 | | |
Total liabilities
|
| | | | 372,918 | | | | | | 346,907 | | |
Commitments and contingencies (Note 15) | | | | | | | | | | | | | |
Shareholders’ equity | | | | | | | | | | | | | |
Common stock, $0.01 par value, 1,000,000 shares authorized and 486,678 shares issued and outstanding at December 31, 2020 and 2019
|
| | | | 5 | | | | | | 5 | | |
Additional paid-in capital
|
| | | | 493,355 | | | | | | 486,673 | | |
Accumulated other comprehensive income
|
| | | | 78 | | | | | | 21 | | |
Accumulated deficit
|
| | | | (23,288) | | | | | | (16,826) | | |
Total shareholders’ equity
|
| | | | 470,150 | | | | | | 469,873 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 843,068 | | | | | $ | 816,780 | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | |
Services
|
| | | $ | 147,191 | | | | | $ | 51,153 | | | | | | $ | 92,445 | | |
Products
|
| | | | 135,723 | | | | | | 29,262 | | | | | | | 48,293 | | |
Net revenues
|
| | | | 282,914 | | | | | | 80,415 | | | | | | | 140,738 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services(1)
|
| | | | 84,144 | | | | | | 28,844 | | | | | | | 48,196 | | |
Cost of products(1)
|
| | | | 87,153 | | | | | | 17,841 | | | | | | | 29,210 | | |
Selling, general and administrative
|
| | | | 79,955 | | | | | | 21,753 | | | | | | | 40,521 | | |
Depreciation and amortization
|
| | | | 28,032 | | | | | | 9,188 | | | | | | | 13,359 | | |
Transaction related costs
|
| | | | 3,949 | | | | | | 14,784 | | | | | | | 2,511 | | |
Change in fair value of contingent consideration
|
| | | | (10,770) | | | | | | — | | | | | | | 19,671 | | |
Total operating expenses
|
| | | | 272,463 | | | | | | 92,410 | | | | | | | 153,468 | | |
Operating income (loss)
|
| | | | 10,451 | | | | | | (11,995) | | | | | | | (12,730) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 7 | | | | | | — | | | | | | | — | | |
Interest expense
|
| | | | (18,860) | | | | | | (5,762) | | | | | | | (6,213) | | |
Total other expense, net
|
| | | | (18,853) | | | | | | (5,762) | | | | | | | (6,213) | | |
Loss from continuing operations before income taxes
|
| | | | (8,402) | | | | | | (17,757) | | | | | | | (18,943) | | |
Income tax benefit
|
| | | | 1,904 | | | | | | 858 | | | | | | | 23,288 | | |
Net (loss) income from continuing operations
|
| | | | (6,498) | | | | | | (16,899) | | | | | | | 4,345 | | |
Income (loss) from discontinued operations, net of tax
|
| | | | 36 | | | | | | 73 | | | | | | | (696) | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
(Loss) income per common share – Basic: | | | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 3.04 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
(Loss) income per common share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.55 | | |
(Loss) income per common share – Diluted: | | | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 2.81 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
(Loss) income per common share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.32 | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
Foreign currency translation adjustments
|
| | | | 57 | | | | | | 21 | | | | | | | (15) | | |
Comprehensive (loss) income
|
| | | $ | (6,405) | | | | | $ | (16,805) | | | | | | $ | 3,634 | | |
| | |
Common stock
|
| |
Additional Paid-
in Capital |
| |
Accumulated
Other Comprehensive Income |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Successor, June 13, 2019 (date of inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Common shares issued related to
the Merger |
| | | | 486,678 | | | | | | 5 | | | | | | 486,673 | | | | | | — | | | | | | | | | | | | 486,678 | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | 21 | | | | | | — | | | | | | 21 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,826) | | | | | | (16,826) | | |
Successor, December 31, 2019
|
| | | | 486,678 | | | | | | 5 | | | | | | 486,673 | | | | | | 21 | | | | | | (16,826) | | | | | | 469,873 | | |
Share based compensation
|
| | | | — | | | | | | — | | | | | | 6,682 | | | | | | — | | | | | | — | | | | | | 6,682 | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | 57 | | | | | | — | | | | | | 57 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,462) | | | | | | (6,462) | | |
December 31, 2020
|
| | | | 486,678 | | | | | $ | 5 | | | | | $ | 493,355 | | | | | $ | 78 | | | | | $ | (23,288) | | | | | $ | 470,150 | | |
| | |
Common stock
|
| |
Additional Paid-
in Capital |
| |
Accumulated
Other Comprehensive Income |
| |
Retained
Earnings |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Predecessor, December 31, 2018
|
| | | | 1,431,305 | | | | | $ | 14 | | | | | $ | 157,365 | | | | | $ | (62) | | | | | $ | 13,703 | | | | | $ | 171,020 | | |
Cumulative effect of adoption of ASC 606
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 175 | | | | | | 175 | | |
Share based compensation
|
| | | | — | | | | | | — | | | | | | 300 | | | | | | — | | | | | | — | | | | | | 300 | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | (15) | | | | | | | | | | | | (15) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,649 | | | | | | 3,649 | | |
Predecessor, September 3, 2019
|
| | | | 1,431,305 | | | | | $ | 14 | | | | | $ | 157,665 | | | | | $ | (77) | | | | | $ | 17,527 | | | | | $ | 175,129 | | |
| | |
For the year
ended December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | |
Net (loss) income
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
| | | | | | | | | | | | | | | | | | | |
Depreciation expense
|
| | | | 4,192 | | | | | | 1,365 | | | | | | | 2,057 | | |
Amortization expense
|
| | | | 23,840 | | | | | | 7,823 | | | | | | | 11,302 | | |
Provision for bad debt
|
| | | | 542 | | | | | | 132 | | | | | | | (171) | | |
Deferred income taxes
|
| | | | (2,317) | | | | | | (917) | | | | | | | (23,615) | | |
Gain from disposal of assets
|
| | | | 397 | | | | | | — | | | | | | | 159 | | |
Change in fair value of contingent consideration
|
| | | | (10,770) | | | | | | — | | | | | | | 19,671 | | |
Writeoff of capitalized software costs
|
| | | | 69 | | | | | | — | | | | | | | — | | |
Amortization of debt issuance costs
|
| | | | 1,056 | | | | | | 309 | | | | | | | 399 | | |
Share-based compensation
|
| | | | 6,682 | | | | | | — | | | | | | | 300 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (2,031) | | | | | | (11,575) | | | | | | | (1,899) | | |
Inventory
|
| | | | (7,796) | | | | | | (1,665) | | | | | | | 2,191 | | |
Prepaid expenses and other assets
|
| | | | (4,653) | | | | | | (2,639) | | | | | | | 33 | | |
Accounts payable and other accrued liabilities
|
| | | | 29,659 | | | | | | 6,016 | | | | | | | 12,566 | | |
Deferred revenue
|
| | | | (845) | | | | | | 3,586 | | | | | | | (1,395) | | |
Net cash provided by (used in) operating activities
|
| | | | 31,563 | | | | | | (14,391) | | | | | | | 25,247 | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | |
Acquisition, net of cash received
|
| | | | (3,758) | | | | | | (626,292) | | | | | | | — | | |
Purchases of property and equipment, net
|
| | | | (5,159) | | | | | | (1,429) | | | | | | | (9,799) | | |
Capitalized software development costs
|
| | | | (4,355) | | | | | | (2,129) | | | | | | | (2,488) | | |
Net cash used in investing activities
|
| | | | (13,272) | | | | | | (629,850) | | | | | | | (12,287) | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of debt
|
| | | | 25,000 | | | | | | 225,000 | | | | | | | — | | |
Payment of debt issuance cost
|
| | | | (1,148) | | | | | | (6,105) | | | | | | | — | | |
Principal payment on term loan
|
| | | | (2,438) | | | | | | (563) | | | | | | | (613) | | |
Payment on capital leases
|
| | | | (118) | | | | | | (117) | | | | | | | (716) | | |
Proceeds from capitalization
|
| | | | — | | | | | | 447,351 | | | | | | | — | | |
Payment of contingent consideration
|
| | | | (11,867) | | | | | | — | | | | | | | — | | |
| | |
For the year
ended December 31, 2020 |
| |
Period from
June 13, 2019 (date of inception) to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net cash provided by (used in) financing activities
|
| | | | 9,429 | | | | | | 665,566 | | | | | | | (1,329) | | |
Effect of exchange rate changes on cash
|
| | | | 20 | | | | | | 21 | | | | | | | (15) | | |
Net increase in cash and cash equivalents and restricted cash
|
| | | | 27,740 | | | | | | 21,346 | | | | | | | 11,616 | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 21,346 | | | | | | — | | | | | | | 18,264 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 49,086 | | | | | $ | 21,346 | | | | | | $ | 29,880 | | |
Cash, cash equivalents and restricted cash as of the end of the period
|
| | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 45,366 | | | | | $ | 15,971 | | | | | | $ | 21,458 | | |
Restricted cash
|
| | | | 3,560 | | | | | | 1,615 | | | | | | | 3,068 | | |
Restricted cash, non current
|
| | | | 160 | | | | | | 3,760 | | | | | | | 5,355 | | |
Cash, cash equivalents and restricted cash
|
| | | $ | 49,086 | | | | | $ | 21,346 | | | | | | $ | 29,881 | | |
Supplemental disclosures of cash flow information:
|
| | | | | | | | | | | | | | | | | | | |
Cash paid for taxes
|
| | | $ | 50 | | | | | $ | 13 | | | | | | $ | 66 | | |
Cash paid for interest
|
| | | $ | 15,288 | | | | | $ | 4,277 | | | | | | $ | 5,858 | | |
Non-cash investing and financial activities: | | | | | | | | | | | | | | | | | | | | |
Contingent consideration payable to former owners and working capital payable
|
| | | $ | — | | | | | $ | 6,562 | | | | | | $ | — | | |
Common stock issued in exchange to Parent for the acquisition
|
| | | $ | — | | | | | $ | 39,327 | | | | | | $ | — | | |
Capitalized software and property and equipment, net included in accounts payable
|
| | | $ | 3,672 | | | | | $ | 468 | | | | | | $ | 1,269 | | |
| | |
Revenues
|
| ||||||||||||||||
| | |
For the year
ended December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
(in thousands) | | | | | | | | | | | | | | | | | | | | |
Customer A
|
| | | $ | 80,901 | | | | | $ | 20,972 | | | | | | $ | 27,814 | | |
% of total revenue
|
| | | | 28.6% | | | | | | 26.1% | | | | | | | 19.8% | | |
Customer B
|
| | | $ | 50,485 | | | | | $ | 17,106 | | | | | | $ | 30,650 | | |
% of total revenue
|
| | | | 17.8% | | | | | | 21.3% | | | | | | | 21.8% | | |
| | |
Accounts Receivable
|
| |||||||||
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
(in thousands) | | | | | | | | | | | | | |
Customer A
|
| | | $ | 7,582 | | | | | $ | 10,943 | | |
% of total accounts receivable
|
| | | | 15.0% | | | | | | 22.3% | | |
Customer B
|
| | | $ | 3,447 | | | | | $ | 5,295 | | |
% of total accounts receivable
|
| | | | 6.8% | | | | | | 10.8% | | |
| (in thousands) | | | | | | | |
|
Balance at January 1, 2019 (Predecessor)
|
| | | $ | 20,700 | | |
|
Change in fair value of earn-out liabilities
|
| | | | 19,671 | | |
|
Balance at September 3, 2019 (Predecessor)
|
| | | $ | 40,371 | | |
|
Balance at Inception (Successor)
|
| | | $ | — | | |
|
Acquisition date fair value of earn-out liabilities
|
| | | | 40,371 | | |
|
Acquisition date fair value of holdback liabilities
|
| | | | 2,804 | | |
|
Balance at December 31, 2019 (Successor)
|
| | | | 43,175 | | |
|
Payments against the earn-out liabilities
|
| | | | (11,867) | | |
|
Change in fair value of holdback liabilities
|
| | | | 10,329 | | |
|
Change in fair value of earn-out liabilities
|
| | | | (21,099) | | |
|
Balance at December 31, 2020
|
| | | $ | 20,538 | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
(in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to common shareholders | | | | | | | | | | | | | | | | | | | | |
Net (loss) income from continuing operations
|
| | | $ | (6,498) | | | | | $ | (16,899) | | | | | | $ | 4,345 | | |
Net income (loss) from discontinued operations
|
| | | | 36 | | | | | | 73 | | | | | | | (696) | | |
Net (loss) income attributable to common shareholders
|
| | | $ | (6,462) | | | | | $ | (16,826) | | | | | | $ | 3,649 | | |
Weighted-average common shares outstanding: | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 486,678 | | | | | | 284,297 | | | | | | | 1,431,305 | | |
Dilutive impact of stock awards outstanding
|
| | | | — | | | | | | — | | | | | | | 112,469 | | |
Diluted
|
| | | | 486,678 | | | | | | 284,297 | | | | | | | 1,543,774 | | |
(Loss) income per share: | | | | | | | | | | | | | | | | | | | | |
Basic:
|
| | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 3.04 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
Total basic (loss) income per share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.55 | | |
Diluted:
|
| | | | | | | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | (13.35) | | | | | $ | (59.44) | | | | | | $ | 2.81 | | |
Discontinued operations
|
| | | | 0.07 | | | | | | 0.26 | | | | | | | (0.49) | | |
Total diluted (loss) income per share
|
| | | $ | (13.28) | | | | | $ | (59.18) | | | | | | $ | 2.32 | | |
| |
Performance
Obligation |
| | |
Revenue Type
|
| | |
Performance Obligation Description
|
| | |
Revenue
Recognition Pattern |
| | |
Measure of Progress
|
| |
| | Software Solution | | | | Software Services | | | | We provide our clients access to in house software solutions, which are generally marketed under annual and multi-year arrangements. The solution integrates with the client’s existing technology and the client has access to the software throughout the duration of the contract. | | | | Over Time | | | | Input method – fixed fees revenue is recognized ratably over the contract term based on time elapsed. | | |
| | | | | | | | | | The performance obligation falls under the series guidance. | | | | | | | | | | |
| |
Performance
Obligation |
| | |
Revenue Type
|
| | |
Performance Obligation Description
|
| | |
Revenue
Recognition Pattern |
| | |
Measure of Progress
|
| |
| | Health Plan Support | | | |
Health Plan
Management |
| | | We provide a service to our clients using our proprietary technology which allows our employees to provide an administration support service to government sponsored health plans. We handle all client member needs through services, including but not limited to, processing paper and electronic enrollments, incomplete application processing, and minimizing retro enrollments. The services are provided throughout the duration of the contract which can be annual or multi-year. | | | | Over Time | | | | Fees are entirely variable and revenue is recognized in the period to which it relates following the series allocation exception (i.e., the period we have the contractual right to the fee). | | |
| | | | | | | | | | The performance obligation falls under the series guidance. | | | | | | | | | | |
| | Supplement Benefit Services | | | |
Health Plan Management |
| | | We provide a service to our clients by delivering customized solutions with trained staff specific to the client’s needs using our proprietary technology. Services such as inbound member services, grievance and enrollment processing are offered. The service is provided throughout the agreed upon period. | | | | Over Time | | | | Fees are entirely variable and revenue is recognized in the period to which it relates following the series allocation exception (i.e., the period we have the contractual right to the fee). | | |
| | | | | | | | | | The performance obligation falls under the series guidance. | | | | | | | | | | |
| | Development Services | | | | Software Services | | | | We offer additional services to our clients for ad hoc enhancements on their existing software solutions. The service is typically agreed upon on a standalone basis and provided over a set period of time that is usually less than a year. | | | | Over Time | | | | Input method – revenue is recognized proportionally over the service based on service hours or number of hours worked. | | |
| |
Performance
Obligation |
| | |
Revenue Type
|
| | |
Performance Obligation Description
|
| | |
Revenue
Recognition Pattern |
| | |
Measure of Progress
|
| |
| | Consulting Services | | | | Consulting Services | | | | We provide advisory services to the healthcare industry in various strategic and operational areas. Each individual engagement is a distinct service with a short duration and can be offered on a fixed fee or a time and materials basis. | | | | Over Time | | | | Input method – revenue is recognized proportionally over the service based on hours. | | |
| | | | | | | | | | | | | | | | | | Input method – for fixed fee arrangements a percentage of completion measure is used. | | |
| | Shared Savings Analytics | | | | Data Analytics | | | | We provide a shared savings solution that is derived from an evaluation of healthcare data, delivering insights to optimize outcomes, improve financial performance and ensure compliance. These contracts are multiyear arrangements. | | | |
Point in Time
|
| | | Shared savings recognized on delivery of the report of potential cost savings. | | |
| | Data Validation | | | | Data Analytics | | | | We offer an add-on administrational service where clients can opt to have their data inputted to government websites to recover identified savings. | | | | Over Time | | | | Output method – revenue is recognized proportionally over the service based on number of members’ data processed for potential cost savings. | | |
| | | | | | | | | | The length of the service provided is based on the number of members to be processed. | | | | | | | | | | |
| |
Performance
Obligation |
| | |
Revenue Type
|
| | |
Performance Obligation Description
|
| | |
Revenue
Recognition Pattern |
| | |
Measure of Progress
|
| |
| | Subscription Software Access | | | | Data Analytics | | | | We provide a stand ready solution that gives our clients access to an analytical tool that harmonizes third party, health plan, and clinical datasets, and applies analytic models to inform strategic product, pricing, and market decisions. These multi-year contracts allow the client to access the technology at any time to view the reports. | | | | Over Time | | | | Input method – fixed fee revenue is recognized ratably over the contract term based on time elapsed. | | |
| | | | | | | | | | The performance obligation falls under the series guidance. | | | | | | | | | | |
| | Access to a pre-determined number of data analytic assessments per year | | | | Data Analytics | | | | We offer an alternative subscription service to have a predetermined number of data analytic assessment runs per year over a long-term contract. The contract specifies how many data analytic runs the client can access. | | | | Over Time | | | | Input method – revenue is recognized as the number of runs are completed. | | |
| | | | | | | | | | The performance obligation falls under the series guidance. | | | | | | | | | | |
| | Supplemental Benefit Product Sales | | | | Product Revenue | | | | We provide a service to our clients using our proprietary technology to administer a supplemental benefit program to health insurance companies. This solution is provided on an annual contract and ships supplemental benefit products to client members. This is an end to end service starting with the order processing to shipment of the product. | | | |
Point in Time
|
| | | Recognized upon shipment to members. | | |
| |
Catalog Sales
|
| | | Product Revenue | | | | We offer production and shipment of product catalogs to client members. | | | |
Point in Time
|
| | | Recognized upon shipment to members. | | |
| | |
Year Ended December 31, 2020
|
| |||||||||||||||
(in thousands)
|
| |
Technology
Enabled Solutions |
| |
Advisory
Services |
| |
Total
|
| |||||||||
Product Revenue
|
| | | $ | 135,723 | | | | | $ | — | | | | | $ | 135,723 | | |
Health Plan Management
|
| | | | 76,814 | | | | | | — | | | | | | 76,814 | | |
Consulting Services
|
| | | | 4,754 | | | | | | 41,578 | | | | | | 46,332 | | |
Software Services
|
| | | | 13,365 | | | | | | — | | | | | | 13,365 | | |
Data Analytics
|
| | | | 10,680 | | | | | | — | | | | | | 10,680 | | |
Total
|
| | | $ | 241,336 | | | | | $ | 41,578 | | | | | $ | 282,914 | | |
| | |
Period from Inception to December 31, 2019 (Successor)
|
| |||||||||||||||
(in thousands)
|
| |
Technology
Enabled Solutions |
| |
Advisory
Services |
| |
Total
|
| |||||||||
Product Revenue
|
| | | $ | 29,262 | | | | | $ | — | | | | | $ | 29,262 | | |
Health Plan Management
|
| | | | 25,571 | | | | | | — | | | | | | 25,571 | | |
Consulting Services
|
| | | | 1,701 | | | | | | 13,885 | | | | | | 15,586 | | |
Software Services
|
| | | | 5,384 | | | | | | — | | | | | | 5,384 | | |
Data Analytics
|
| | | | 4,612 | | | | | | — | | | | | | 4,612 | | |
Total
|
| | | $ | 66,530 | | | | | $ | 13,885 | | | | | $ | 80,415 | | |
| | |
Period from January 1, 2019 to September 3, 2019 (Predecessor)
|
| |||||||||||||||
(in thousands)
|
| |
Technology
Enabled Solutions |
| |
Advisory
Services |
| |
Total
|
| |||||||||
Product Revenue
|
| | | $ | 48,293 | | | | | $ | — | | | | | $ | 48,293 | | |
Health Plan Management
|
| | | | 45,245 | | | | | | — | | | | | | 45,245 | | |
Consulting Services
|
| | | | 1,553 | | | | | | 30,806 | | | | | | 32,359 | | |
Software Services
|
| | | | 6,366 | | | | | | — | | | | | | 6,366 | | |
Data Analytics
|
| | | | 8,475 | | | | | | — | | | | | | 8,475 | | |
Total
|
| | | $ | 109,932 | | | | | $ | 30,806 | | | | | $ | 140,738 | | |
| (in thousands) | | | | | | | |
|
Cash consideration
|
| | | $ | 656,174 | | |
|
Contingent consideration payable to former owners and working capital payable
|
| | | | 6,562 | | |
|
Equity rollover
|
| | | | 39,327 | | |
|
Total consideration
|
| | | $ | 702,063 | | |
| | |
Preliminary
allocation |
| |
Measurement
period adjustments |
| |
Final allocation
|
| |||||||||
(in thousands) | | | | | | | | | | | | | | | | | | | |
ASSETS ACQUIRED | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 21,459 | | | | | $ | — | | | | | $ | 21,459 | | |
Accounts receivable
|
| | | | 37,657 | | | | | | — | | | | | | 37,657 | | |
Inventories, net
|
| | | | 1,633 | | | | | | — | | | | | | 1,633 | | |
Prepaid expenses and other current assets
|
| | | | 8,100 | | | | | | — | | | | | | 8,100 | | |
Restricted cash
|
| | | | 8,423 | | | | | | — | | | | | | 8,423 | | |
Property and equipment, net
|
| | | | 17,588 | | | | | | — | | | | | | 17,588 | | |
Other assets, net
|
| | | | 1,149 | | | | | | — | | | | | | 1,149 | | |
Total identifiable assets acquired
|
| | | | 96,009 | | | | | | — | | | | | | 96,009 | | |
Fair value of intangible assets | | | | | | | | | | | | | | | | | | | |
Tradenames
|
| | | | 27,300 | | | | | | — | | | | | | 27,300 | | |
Customer relationships
|
| | | | 189,000 | | | | | | — | | | | | | 189,000 | | |
Technology
|
| | | | 47,800 | | | | | | — | | | | | | 47,800 | | |
Total fair value of intangible assets acquired
|
| | | | 264,100 | | | | | | — | | | | | | 264,100 | | |
Goodwill
|
| | | | 455,006 | | | | | | 200 | | | | | | 455,206 | | |
Total Assets Acquired
|
| | | $ | 815,115 | | | | | $ | 200 | | | | | $ | 815,315 | | |
LIABILITIES ASSUMED | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 6,123 | | | | | $ | — | | | | | $ | 6,123 | | |
Deferred revenue
|
| | | | 3,879 | | | | | | — | | | | | | 3,879 | | |
Accrued expenses
|
| | | | 25,203 | | | | | | | | | | | | 25,203 | | |
Capital lease obligations
|
| | | | 595 | | | | | | — | | | | | | 595 | | |
Deferred taxes, net
|
| | | | 29,595 | | | | | | 200 | | | | | | 29,795 | | |
Contingent consideration from prior acquisitions
|
| | | | 40,371 | | | | | | — | | | | | | 40,371 | | |
Other long-term liabilities
|
| | | | 7,286 | | | | | | — | | | | | | 7,286 | | |
Total Liabilities Assumed
|
| | | $ | 113,052 | | | | | $ | 200 | | | | | $ | 113,252 | | |
Total consideration transferred
|
| | | $ | 702,063 | | | | | $ | — | | | | | $ | 702,063 | | |
(in thousands)
|
| |
Revenue
|
| |
Net Loss
|
| ||||||
2019 supplemental pro forma from January 1, 2019 through December 31, 2019
|
| | | $ | 220,993 | | | | | $ | (20,815) | | |
| | |
December 31
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Prepaid expenses and other advances(1)
|
| | | $ | 6,616 | | | | | $ | 3,842 | | |
Inventory purchase advances
|
| | | | 2,206 | | | | | | — | | |
Cloud computing subscription & implementation costs
|
| | | | 1,986 | | | | | | — | | |
Tenant facility lease allowances
|
| | | | 789 | | | | | | 4,558 | | |
Other current assets
|
| | | | 3,623 | | | | | | 1,811 | | |
Total prepaid expenses and other current assets
|
| | | $ | 15,220 | | | | | $ | 10,211 | | |
(in thousands)
|
| |
Estimated Life
(in years) |
| |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| |||||||||||
Office and computer equipment
|
| |
3 – 8 years
|
| | | $ | 10,383 | | | | | $ | 4,879 | | |
Leasehold improvements
|
| |
Up to 10 years
|
| | | | 10,572 | | | | | | 8,911 | | |
Furniture and fixtures
|
| |
2 – 8 years
|
| | | | 3,794 | | | | | | 3,501 | | |
Software
|
| |
3 years
|
| | | | 1,486 | | | | | | 922 | | |
| | | | | | | | 26,235 | | | | | | 18,213 | | |
Less: accumulated depreciation
|
| | | | | | | (5,568) | | | | | | (1,376) | | |
Property and equipment, net
|
| | | | | | $ | 20,667 | | | | | $ | 16,837 | | |
| | |
December 31
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Office and computer equipment
|
| | | $ | 1,682 | | | | | $ | 552 | | |
Less: accumulated depreciation
|
| | | | (192) | | | | | | (74) | | |
Total financing leases included in property and equipment
|
| | | $ | 1,490 | | | | | $ | 478 | | |
(in thousands)
|
| | | | | | |
Balance at January 1, 2019 (Predecessor)
|
| | | $ | 159,246 | | |
Measurement period adjustments
|
| | | | 2,544 | | |
Acquisitions
|
| | | | — | | |
Impairment
|
| | | | — | | |
Balance at September 3, 2019 (Predecessor)
|
| | | $ | 161,790 | | |
Balance at Inception (Successor)
|
| | | $ | — | | |
Acquisitions
|
| | | | 455,006 | | |
Impairment
|
| | | | — | | |
Balance at December 31, 2019 (Successor)
|
| | | | 455,006 | | |
Measurement period adjustments
|
| | | | 200 | | |
Acquisitions
|
| | | | — | | |
Impairment
|
| | | | — | | |
Balance at December 31, 2020
|
| | | $ | 455,206 | | |
(in thousands)
|
| |
Weighted
average remaining useful life (years) |
| |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net Carrying
Amount |
| ||||||||||||
Amortized intangible assets
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Tradenames
|
| | | | 18.6 | | | | | $ | 27,300 | | | | | $ | (1,940) | | | | | $ | 25,360 | | |
Customer relationships
|
| | | | 9.7 | | | | | | 189,000 | | | | | | (22,909) | | | | | | 166,091 | | |
Technology
|
| | | | 8.7 | | | | | | 47,800 | | | | | | (6,373) | | | | | | 41,427 | | |
Capitalized software development costs
|
| | | | 2.4 | | | | | | 6,405 | | | | | | (441) | | | | | | 5,964 | | |
Total intangible assets
|
| | | | | | | | | $ | 270,505 | | | | | $ | (31,663) | | | | | $ | 238,842 | | |
(in thousands)
|
| |
Weighted
average remaining useful life (years) |
| |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net Carrying
Amount |
| ||||||||||||
Amortized intangible assets
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Tradenames
|
| | | | 19.7 | | | | | $ | 27,300 | | | | | $ | (485) | | | | | $ | 26,815 | | |
Customer relationships
|
| | | | 10.7 | | | | | | 189,000 | | | | | | (5,727) | | | | | | 183,273 | | |
Technology
|
| | | | 9.7 | | | | | | 47,800 | | | | | | (1,594) | | | | | | 46,206 | | |
Capitalized software development costs
|
| | | | 2.7 | | | | | | 2,169 | | | | | | (17) | | | | | | 2,152 | | |
Total intangible assets
|
| | | | | | | | | $ | 266,269 | | | | | $ | (7,823) | | | | | $ | 258,446 | | |
(in thousands)
|
| | | | | | |
2021
|
| | | $ | 23,930 | | |
2022
|
| | | | 23,916 | | |
2023
|
| | | | 23,531 | | |
2024
|
| | | | 23,377 | | |
2025
|
| | | | 23,297 | | |
| | |
December 31
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Contingent consideration
|
| | | $ | 20,538 | | | | | $ | 8,671 | | |
Incentive bonus
|
| | | | 12,198 | | | | | | 9,925 | | |
Employee related
|
| | | | 11,065 | | | | | | 6,039 | | |
Sales and use tax
|
| | | | 7,469 | | | | | | 6,051 | | |
Rebates
|
| | | | 3,822 | | | | | | 2,295 | | |
Accrued interest
|
| | | | 2,794 | | | | | | 1,172 | | |
Accrued professional fees
|
| | | | 6,389 | | | | | | 2,063 | | |
Working capital settlement accruals
|
| | | | — | | | | | | 3,758 | | |
Other
|
| | | | 2,884 | | | | | | 1,633 | | |
Total accrued expenses
|
| | | $ | 67,159 | | | | | $ | 41,607 | | |
| | |
December 31
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Term loans
|
| | | $ | 246,999 | | | | | $ | 224,437 | | |
Less: deferred financing costs
|
| | | | (5,209) | | | | | | (4,937) | | |
Term loans, net of deferred financing costs
|
| | | | 241,790 | | | | | | 219,500 | | |
Less: current portion
|
| | | | (2,500) | | | | | | (2,250) | | |
| | | | $ | 239,290 | | | | | $ | 217,250 | | |
(in thousands)
|
| | | | | | |
2021
|
| | | $ | 2,500 | | |
2022
|
| | | | 2,500 | | |
2023
|
| | | | 2,500 | | |
2024
|
| | | | 2,500 | | |
2025
|
| | | | 2,500 | | |
Thereafter
|
| | | | 234,499 | | |
Total
|
| | | $ | 246,999 | | |
|
Shares initially reserved under the 2019 Equity Plan
|
| | | | 100,000 | | |
|
Time-based stock options granted under the 2019 Equity Plan
|
| | | | (22,713) | | |
|
Performance-based stock options granted under the 2019 Equity Plan
|
| | | | (22,713) | | |
|
Stock options forfeited
|
| | | | 812 | | |
|
Remaining shares available for future grant
|
| | | | 55,386 | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
(in thousands) | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | $ | 6,682 | | | | | $ | — | | | | | | $ | 300 | | |
Total stock-based compensation expense
|
| | | $ | 6,682 | | | | | $ | — | | | | | | $ | 300 | | |
| | |
Stock Option
Awards |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
Outstanding at January 1, 2019 (Predecessor)
|
| | | | 195,688 | | | | | $ | 188.08 | | | | | | 8.18 | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (3,962) | | | | | | 141.71 | | | | | | | | |
Outstanding at September 3, 2019 (Predecessor)
|
| | | | 191,726 | | | | | $ | 108.71 | | | | | | 8.24 | | |
Outstanding at Inception (Successor)
|
| | | | — | | | | | $ | — | | | | | | — | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | |
Forfeited
|
| | | | — | | | | | | — | | | | | | | | |
| | |
Stock Option
Awards |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
Outstanding at December 31, 2019 (Successor)
|
| | | | — | | | | | | — | | | | | | — | | |
Granted
|
| | | | 45,426 | | | | | | 1,000.00 | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (812) | | | | | | 1,000.00 | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 44,614 | | | | | $ | 1,000.00 | | | | | | 9.20 | | |
Vested or expect to vest as of December 31, 2020
|
| | | | 44,614 | | | | | $ | 1,000.00 | | | | | | 9.20 | | |
Exercisable at December 31, 2020
|
| | | | 14,500 | | | | | $ | 1,000.00 | | | | | | 9.20 | | |
|
| | |
2020 Grants
|
|
Expected term (years)
|
| |
5.85 to 6.10
|
|
Expected volatility
|
| |
50% to 55%
|
|
Risk free interest rate
|
| |
0.36% to 0.95%
|
|
Expected dividend yield
|
| |
—
|
|
| | |
LTI Awards
|
| |||
Granted
|
| | | | 56 | | |
Forfeited
|
| | | | (2) | | |
Outstanding as of December 31, 2020
|
| | | | 54 | | |
| | |
LTI Awards
|
|
Expected term (years)
|
| |
2.25 to 4.25
|
|
Expected volatility
|
| |
60%
|
|
Risk free interest rate
|
| |
0.15% to 0.23%
|
|
Expected dividend yield
|
| |
—
|
|
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Pretax (loss) income | | | | | | | | | | | | | | | | | | | | |
Domestic
|
| | | $ | (8,524) | | | | | $ | (17,968) | | | | | | $ | (19,033) | | |
Foreign
|
| | | | 122 | | | | | | 211 | | | | | | | 90 | | |
Total pre tax loss
|
| | | | (8,402) | | | | | | (17,757) | | | | | | | (18,943) | | |
Current tax expense:
|
| | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | | — | | | | | | | — | | |
State
|
| | | | (689) | | | | | | (78) | | | | | | | (3) | | |
Foreign
|
| | | | (303) | | | | | | (9) | | | | | | | (17) | | |
Total Current tax expense
|
| | | | (992) | | | | | | (87) | | | | | | | (20) | | |
Deferred tax benefit:
|
| | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | 2,342 | | | | | | 765 | | | | | | | 16,119 | | |
State
|
| | | | 554 | | | | | | 180 | | | | | | | 7,189 | | |
Foreign
|
| | | | — | | | | | | — | | | | | | | — | | |
Total deferred tax benefit
|
| | | | 2,896 | | | | | | 945 | | | | | | | 23,308 | | |
Total tax benefit (expense):
|
| | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | 2,342 | | | | | | 765 | | | | | | | 16,119 | | |
State
|
| | | | (135) | | | | | | 102 | | | | | | | 7,186 | | |
Foreign
|
| | | | (303) | | | | | | (9) | | | | | | | (17) | | |
Total benefit for taxes on income
|
| | | $ | 1,904 | | | | | $ | 858 | | | | | | $ | 23,288 | | |
| | |
December 31
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carry forward
|
| | | $ | 13,997 | | | | | $ | 16,947 | | |
General business credits
|
| | | | 4,078 | | | | | | 3,350 | | |
Accrued compensation
|
| | | | 5,921 | | | | | | 2,273 | | |
Stock-based compensation
|
| | | | 1,870 | | | | | | — | | |
Foreign tax credit
|
| | | | 268 | | | | | | 268 | | |
Deferred revenue
|
| | | | 260 | | | | | | 1,051 | | |
Allowance for refunds, claim denials and returns
|
| | | | 171 | | | | | | 30 | | |
Accrued liabilities
|
| | | | 1,707 | | | | | | 246 | | |
Intangible assets
|
| | | | 648 | | | | | | 700 | | |
Deferred rent
|
| | | | 367 | | | | | | 199 | | |
Accrued Taxes
|
| | | | 3,264 | | | | | | 1,693 | | |
Interest Expense
|
| | | | — | | | | | | 2,349 | | |
Tenant Improvement Allowance
|
| | | | 1,431 | | | | | | 474 | | |
Uniform Capitalization
|
| | | | 532 | | | | | | 51 | | |
Other
|
| | | | 121 | | | | | | 30 | | |
Total deferred tax assets
|
| | | $ | 34,635 | | | | | $ | 29,661 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Identifiable Intangible assets
|
| | | $ | (50,827) | | | | | $ | (54,685) | | |
Accrued compensation
|
| | | | — | | | | | | (97) | | |
Property and equipment
|
| | | | (5,687) | | | | | | (2,919) | | |
Software development costs
|
| | | | (1,669) | | | | | | (605) | | |
Change in Fair Value on Contingent liability
|
| | | | (3,013) | | | | | | — | | |
Other
|
| | | | — | | | | | | (33) | | |
Total deferred tax liabilities
|
| | | $ | (61,196) | | | | | $ | (58,339) | | |
Net deferred tax liability
|
| | | $ | (26,561) | | | | | $ | (28,678) | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Income tax expense at the statutory rate
|
| | | $ | 1,764 | | | | | $ | 3,729 | | | | | | $ | 3,978 | | |
Increase in income taxes resulting from:
|
| | | | — | | | | | | — | | | | | | | — | | |
Foreign Jurisdication rate different than the statutory
|
| | | | (277) | | | | | | 35 | | | | | | | 2 | | |
State taxes, net of federal
|
| | | | (159) | | | | | | 242 | | | | | | | 5,837 | | |
Loss on Extinguishment of Debt
|
| | | | — | | | | | | — | | | | | | | 654 | | |
Transaction bonuses deduction for tax not for book
|
| | | | — | | | | | | — | | | | | | | 2,713 | | |
Tax credits
|
| | | | 272 | | | | | | (71) | | | | | | | 72 | | |
Option Holder Compensation
|
| | | | — | | | | | | — | | | | | | | 9,300 | | |
Buyer Transaction Costs not Deductible for Tax
|
| | | | — | | | | | | (2,953) | | | | | | | — | | |
70% Success based deductible transaction Costs
|
| | | | — | | | | | | — | | | | | | | 1,185 | | |
Prior Year Adjustments
|
| | | | — | | | | | | — | | | | | | | (170) | | |
Carryback Due To CARES Act
|
| | | | 154 | | | | | | — | | | | | | | — | | |
Fair value contingency
|
| | | | 375 | | | | | | — | | | | | | | — | | |
Disallowed Fringe Benefits
|
| | | | (140) | | | | | | (43) | | | | | | | (59) | | |
Other
|
| | | | (85) | | | | | | (81) | | | | | | | (224) | | |
Income tax benefit
|
| | | $ | 1,904 | | | | | $ | 858 | | | | | | $ | 23,288 | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Mergers and acquisitions related costs
|
| | | $ | 1,526 | | | | | $ | 14,784 | | | | | | $ | 2,511 | | |
Public company readiness costs
|
| | | | 2,423 | | | | | | — | | | | | | | — | | |
Total
|
| | | $ | 3,949 | | | | | $ | 14,784 | | | | | | $ | 2,511 | | |
(in thousands)
|
| |
Capital Leases
|
| |
Operating Leases
|
| ||||||
2021
|
| | | $ | 474 | | | | | $ | 7,752 | | |
2022
|
| | | | 529 | | | | | | 6,420 | | |
2023
|
| | | | 402 | | | | | | 6,275 | | |
2024
|
| | | | 122 | | | | | | 5,897 | | |
2025
|
| | | | 89 | | | | | | 3,856 | | |
Thereafter
|
| | | | — | | | | | | 5,750 | | |
Total
|
| | | $ | 1,616 | | | | | $ | 35,950 | | |
Less: amounts representing interest
|
| | | $ | 126 | | | | | | | | |
Net present value of capital lease obligations
|
| | | $ | 1,490 | | | | | | | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Major line items constituting income from discontinued operations
|
| | | | | | | | | | | | | | | | | | | |
Service revenue
|
| | | $ | 50 | | | | | $ | 98 | | | | | | $ | 3,301 | | |
Cost of services
|
| | | | — | | | | | | 5 | | | | | | | 2,550 | | |
Selling, general and administrative
|
| | | | — | | | | | | (8) | | | | | | | 1,718 | | |
Income (loss) from discontinued operations before provision for
income taxes |
| | | | 50 | | | | | | 101 | | | | | | | (967) | | |
Provision expense (benefit) for income taxes
|
| | | | 14 | | | | | | 28 | | | | | | | (271) | | |
Income (loss) from discontinued operations, net of tax
|
| | | $ | 36 | | | | | $ | 73 | | | | | | $ | (696) | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Operating activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) from discontinued operations
|
| | | $ | 36 | | | | | $ | 73 | | | | | | $ | (696) | | |
Decrease in accounts receivable
|
| | | $ | 43 | | | | | $ | — | | | | | | $ | 2,808 | | |
Decrease in deferred revenue
|
| | | $ | — | | | | | $ | — | | | | | | $ | (64) | | |
| | |
Year Ended December 31, 2020
|
| |||||||||
(in thousands)
|
| |
Technology
Enabled Solutions |
| |
Advisory
Services |
| ||||||
Revenue
|
| | | $ | 241,336 | | | | | $ | 41,578 | | |
Adjusted EBITDA
|
| | | $ | 66,043 | | | | | $ | 8,204 | | |
| | |
Period from Inception to December 31,
2019 (Successor) |
| |||||||||
(in thousands)
|
| |
Technology
Enabled Solutions |
| |
Advisory
Services |
| ||||||
Revenue
|
| | | $ | 66,530 | | | | | $ | 13,885 | | |
Adjusted EBITDA
|
| | | $ | 14,881 | | | | | $ | 1,445 | | |
| | |
Period from January 1, 2019 to
September 3, 2019 (Predecessor) |
| |||||||||
(in thousands)
|
| |
Technology
Enabled Solutions |
| |
Advisory
Services |
| ||||||
Revenue
|
| | | $ | 109,932 | | | | | $ | 30,806 | | |
Adjusted EBITDA
|
| | | $ | 29,205 | | | | | $ | 6,073 | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
(in thousands)
|
| | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Technology Enabled Solutions Adjusted EBITDA
|
| | | $ | 66,043 | | | | | $ | 14,881 | | | | | | $ | 29,205 | | |
Advisory Services Adjusted EBITDA
|
| | | | 8,204 | | | | | | 1,445 | | | | | | | 6,073 | | |
Total
|
| | | $ | 74,247 | | | | | $ | 16,326 | | | | | | $ | 35,278 | | |
Unallocated(1)
|
| | | $ | (9,024) | | | | | $ | (66) | | | | | | $ | (3,595) | | |
Adjustments to reconcile to U.S. GAAP (loss) income from continuing operations before income taxes
|
| | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | (28,032) | | | | | | (9,188) | | | | | | | (13,359) | | |
Interest expense, net
|
| | | | (18,853) | | | | | | (5,762) | | | | | | | (6,213) | | |
Income tax provision
|
| | | | 1,904 | | | | | | 858 | | | | | | | 23,288 | | |
Change in fair value of contingent consideration
|
| | | | 10,770 | | | | | | — | | | | | | | (19,671) | | |
Cost of COVID-19(2)
|
| | | | (10,174) | | | | | | — | | | | | | | — | | |
Consultant lower utilization due to COVID-19
|
| | | | (2,062) | | | | | | — | | | | | | | — | | |
Sales and use tax
|
| | | | (8,194) | | | | | | (1,906) | | | | | | | (3,133) | | |
Non-cash stock compensation expense
|
| | | | (6,682) | | | | | | — | | | | | | | (300) | | |
Transaction related costs
|
| | | | (3,949) | | | | | | (14,784) | | | | | | | (2,511) | | |
Acquisition bonus expense – HealthScape and Pareto acquisition
|
| | | | (1,989) | | | | | | (1,663) | | | | | | | (3,685) | | |
Other(3)
|
| | | | (4,460) | | | | | | (714) | | | | | | | (1,754) | | |
Net (loss) income from continuing operations
|
| | | $ | (6,498) | | | | | $ | (16,899) | | | | | | $ | 4,345 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Investment in subsidiaries
|
| | | $ | 470,285 | | | | | $ | 469,914 | | |
Total assets
|
| | | $ | 470,285 | | | | | $ | 469,914 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Intercompany payables to subsidiaries
|
| | | $ | 135 | | | | | $ | 41 | | |
Common stock, $0.01 par value, 1,000,000 shares authorized and 486,678 shares issued and outstanding at December 31, 2020 and 2019
|
| | | | 5 | | | | | | 5 | | |
Additional paid-in capital
|
| | | | 493,355 | | | | | | 486,673 | | |
Accumulated other comprehensive income
|
| | | | 78 | | | | | | 21 | | |
Accumulated deficit
|
| | | | (23,288) | | | | | | (16,826) | | |
Total shareholders’ equity
|
| | | | 470,150 | | | | | | 469,873 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 470,285 | | | | | $ | 469,914 | | |
| | |
Year Ended
December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Equity in income (loss) of subsidiaries
|
| | | $ | 314 | | | | | $ | (2,721) | | | | | | $ | 3,949 | | |
Operating expenses
|
| | | | (6,776) | | | | | | (14,105) | | | | | | | (300) | | |
Net (loss) income
|
| | | | (6,462) | | | | | | (16,826) | | | | | | | 3,649 | | |
Equity in other comprehensive income (loss) of subsidiaries
|
| | | | 57 | | | | | | 21 | | | | | | | (15) | | |
Comprehensive (loss) income
|
| | | $ | (6,405) | | | | | $ | (16,805) | | | | | | $ | 3,634 | | |
| | |
For the year
ended December 31, 2020 |
| |
Period from
Inception to December 31, 2019 |
| | |
Period from
January 1, 2019 to September 3, 2019 |
| |||||||||
| | | | | | | | |
(Successor)
|
| | |
(Predecessor)
|
| ||||||
Net cash used in operating activities
|
| | | $ | — | | | | | $ | (14,064) | | | | | | $ | — | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | |
Investment in subsidiaries
|
| | | | — | | | | | | (433,287) | | | | | | | — | | |
Net cash used in investing activities
|
| | | | — | | | | | | (433,287) | | | | | | | — | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from capitalization
|
| | | | — | | | | | | 447,351 | | | | | | | — | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 447,351 | | | | | | | — | | |
Net increase in cash and cash equivalents and restricted cash
|
| | | | — | | | | | | — | | | | | | | — | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | — | | | | | | — | | | | | | | — | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | — | | | | | $ | — | | | | | | $ | — | | |
Non-cash investing and financial activities | | | | | | | | | | | | | | | | | | | | |
Common stock issued in exchange to Parent for the acquisition
|
| | | $ | — | | | | | $ | 39,327 | | | | | | $ | — | | |
|
BofA Securities
|
| |
Goldman Sachs & Co. LLC
|
| |
J.P. Morgan
|
| |
Barclays
|
|
| | |
Payable by
the registrant |
| |||
SEC registration fee
|
| | | $ | * | | |
FINRA filing fee
|
| | | $ | * | | |
Exchange listing fee
|
| | | $ | * | | |
Printing and engraving expenses
|
| | | $ | * | | |
Legal fees and expenses
|
| | | $ | * | | |
Accounting fees and expenses
|
| | | $ | * | | |
Transfer agent and registrar fees and expenses
|
| | | $ | * | | |
Miscellaneous fees and expenses
|
| | | $ | * | | |
Total
|
| | | $ | * | | |
|
Exhibit
Number |
| |
Exhibit Description
|
|
| 1.1** | | | Form of Underwriting Agreement | |
| 3.1** | | | Form of Amended and Restated Certificate of Incorporation of Cannes Holding Parent, Inc., to be effective upon the completion of this offering | |
| 3.2** | | | Form of Amended and Restated Bylaws of Cannes Holding Parent, Inc., to be effective upon the completion of this offering | |
| 4.1** | | | Form of Common Stock Certificate of Cannes Holding Parent, Inc. | |
| 5.1** | | | Opinion of Cravath, Swaine & Moore LLP | |
| 10.1** | | | First Lien Credit Agreement, dated as of September 4, 2019, by and among CHS Merger Sub, Inc., Convey Health Solutions, Inc., Convey Health Parent, Inc., Ares Capital Corporation, as administrative agent and as collateral agent, SunTrust Bank, as priority revolving agent and as an issuing bank and a swing line lender, and the other lenders from time to time party thereto. | |
| 10.2** | | | Amendment No. 1 to First Lien Credit Agreement, dated as of April 8, 2020, by and among Convey Health Solutions, Inc., Ares Capital Corporation, as administrative agent and as collateral agent, the lenders party thereto and, solely for the purposes set forth therein, Convey Health Parent, Inc. | |
| 10.3** | | | Amendment No. 2 to First Lien Credit Agreement, dated as of February 12, 2021, by and among Convey Health Solutions, Inc., Ares Capital Corporation, as administrative agent and as collateral agent, the lenders party thereto and, solely for the purposes set forth therein, Convey Health Parent, Inc. | |
| 10.4** | | | Form of Registration Rights Agreement | |
| 10.5** | | | Form of Stockholders’ Agreement | |
| 10.6**† | | | Employment Agreement, dated as of September 4, 2019, by and among Stephen C. Farrell, Convey Health Solutions, Inc. and Convey Health Parent, Inc. | |
| 10.7**† | | | Employment Agreement, dated as of October 20, 2018, by and among Kyle Stern, Convey Health Solutions, Inc. and Convey Health Parent, Inc. | |
| 10.8**† | | | Employment Agreement, dated as of October 20, 2018, by and among Arjun Aggarwal, Convey Health Solutions, Inc. and Convey Health Parent, Inc. | |
| 21.1** | | | Subsidiaries of Cannes Holding Parent, Inc. | |
| 23.1** | | | Consent of PricewaterhouseCoopers LLP | |
| 23.2** | | | Consent of Cravath, Swaine & Moore LLP (contained in its opinion filed as Exhibit 5.1 hereto) | |
| 24.1** | | | Power of attorney (included on the signature page to this Registration Statement) | |
|
Signature
|
| |
Title
|
| |
Date
|
| |||
| By: | | |
Stephen C. Farrell
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
, 2021
|
|
| By: | | |
Timothy Fairbanks
|
| |
Chief Financial Officer &
Executive Vice President (Principal Financial Officer) |
| |
, 2021
|
|
| By: | | |
Susana E. Pichardo
|
| |
Senior Vice President, Accounting
(Principal Accounting Officer) |
| |
, 2021
|
|
| By: | | |
Sharad S. Mansukani
|
| |
Director
|
| |
, 2021
|
|
| By: | | |
Todd Sisitsky
|
| |
Director
|
| |
, 2021
|
|
| By: | | |
Katherine Wood
|
| |
Director
|
| |
, 2021
|
|
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