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SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2022
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
ASC 280 establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, we have determined that we have two reportable segments: Technology Enabled Solutions and Advisory Services. These reportable segments reflect the manner in which the Chief Operating Decision Maker (“CODM”) group assesses information for decision-making purposes. The CODM group consists of our Chief Executive Officer and Chief Financial Officer.
The key factors used to identify these reportable segments are the organization and alignment of our internal operations and the nature of our products and services. This reflects how the CODM group monitors performance, allocates resources, and makes strategic and operational decisions.
In addition to the reportable segments, we have the “Unallocated” classification which includes those profit and loss items not allocated to either reportable segment. Unallocated includes corporate costs, primarily relating to group wide functions, including but not limited to, finance, tax and legal.
We present reportable segment revenue and Segment Adjusted EBITDA. Segment Adjusted EBITDA is the financial measure by which management and the CODM group allocate resources and analyze the performance of the reportable segments.
Segment Adjusted EBITDA represents each segment’s earnings before interest, tax, depreciation and amortization and is further adjusted to exclude certain items of a significant or unusual nature, including but not limited to, COVID-19 cost impacts, sales and use tax, non-cash stock compensation expense, transaction related costs and restructuring charges, acquisition bonus expense, inventory step-up, loss on extinguishment of debt, director and officer prior act liability insurance policy and other costs. Other includes costs such as management and board of directors fees, management service agreement termination fee, and fees associated with obtaining the incremental term loans.
We do not report assets by reportable segment, as this metric is not used by the CODM group to allocate resources to the segments.
Presented in the tables below is revenue and Segment Adjusted EBITDA by reportable segment:
For the Three Months Ended
June 30, 2022
For the Six Months Ended
June 30, 2022
(in thousands)
Technology Enabled
Solutions
Advisory
Services
Technology Enabled
Solutions
Advisory
Services
Revenue$75,619 $14,163 $158,785 $27,705 
Segment Adjusted EBITDA$8,668 $5,897 $21,038 $11,221 
For the Three Months Ended
June 30, 2021
For the Six Months Ended
June 30, 2021
(in thousands)
Technology Enabled
Solutions
Advisory
Services
Technology Enabled
Solutions
Advisory
Services
Revenue$61,366 $13,882 $130,949 $26,931 
Segment Adjusted EBITDA$15,877 $5,264 $32,253 $8,602 
The following table presents a reconciliation of Segment Adjusted EBITDA to the condensed consolidated U.S. GAAP net income (loss) from operations:
(in thousands)For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
2022202120222021
Technology Enabled Solutions Segment Adjusted EBITDA$8,668 $15,877 $21,038 $32,253 
Advisory Services Segment Adjusted EBITDA5,897 5,264 11,221 8,602 
Total$14,565 $21,141 $32,259 $40,855 
Unallocated(1)
$(2,387)$(2,873)$(4,761)$(4,991)
Adjustments to reconcile to U.S. GAAP net income (loss)
Depreciation and amortization(9,012)(7,823)(17,264)(15,194)
Interest, net(4,188)(6,394)(7,908)(11,861)
Income tax provision2,683 5,166 3,359 6,173 
Cost of COVID-19(2)
— (1,127)(274)(2,311)
Sales and use tax— (2,570)— (3,968)
Non-cash stock compensation expense(2,866)(1,083)(4,130)(2,073)
Transaction related costs and restructuring charges(3)
(5,754)(1,556)(6,395)(2,642)
Acquisition bonus expense(88)(96)(147)(289)
Inventory step-up(4)
(2,838)— (4,731)— 
Loss on extinguishment of debt— (5,015)— (5,015)
Director and officer prior act liability insurance policy (5)
— (7,861)— (7,861)
Other(6)
(5)(3,052)(1,052)(4,900)
Net income (loss)$(9,890)$(13,143)$(11,044)$(14,077)
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(1)Represents certain corporate costs associated with the executive compensation, legal, accounting, finance and other costs not specifically attributable to the segments.
(2)Expenses incurred due to the COVID-19 pandemic are primarily related to higher pricing from vendors due to supply chain disruptions and product shortages and higher employee costs due to hazard pay for our employees. While we had previously expected that these costs would not be an adjustment in the calculation of Segment Adjusted EBITDA after 2021, the COVID-19 pandemic has not subsided and during 2022, to a lesser extent, we have continued to incur higher product costs due to higher pricing from vendors for certain items (e.g., masks and other similar high demand products). We now expect that these expenses will not be an adjustment in the calculation of Segment Adjusted EBITDA after 2022.
(3)Transaction related costs and restructuring charges primarily consist of public company readiness costs, expenses for corporate development such as mergers and acquisitions activity, due diligence costs, going private costs and restructuring charges such as severance costs.
(4)Incremental cost of products associated with the step-up of inventory recognized in purchase accounting for the HealthSmart acquisition.
(5)In connection with the IPO, we made a $7.9 million one-time payment on a 3-year director and officer prior act liability insurance policy. We deemed this policy to be a retroactive insurance policy and in accordance with ASC 720-20-25, “Retrospective Contracts”, we expensed the premium of $7.9 million in June 2021.
(6)These adjustments include individual adjustments related to fees associated with obtaining the incremental term loans, management fees, management service agreement termination fee, and board of director related fees