Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements In connection with the preparation of the consolidated financial statements as of and for the three and nine months ended September 30, 2023, the Company identified errors related to the accounting for certain acquiree compensation costs incurred in connection with acquisitions in 2022, 2021, and 2020 that the Company was required to recognize as a Company expense immediately upon the closing of the transactions. These costs should have been recorded as other expenses within the Consolidated Statements of Operations and Comprehensive Income (Loss) in the applicable period and were instead recorded within the purchase price allocation and ultimately recorded as goodwill in the Consolidated Balance Sheets in previously issued financial statements. As a result of correcting the accounting for certain acquiree compensation costs incurred in connection with acquisitions in 2022, 2021, and 2020, the Company updated the amount of goodwill that should have been recognized in the prior acquisitions and restated its unaudited Consolidated Balance Sheet as of March 31, 2023 and audited Consolidated Balance Sheet as of December 31, 2022. In addition to the errors described above, the Company is correcting certain items that were previously identified and concluded as immaterial, individually and in aggregate, to its unaudited consolidated financial statements as of March 31, 2023 and for each of the three month periods ended March 31, 2023 and 2022, as well as its audited Consolidated Balance Sheet as of December 31, 2022. These adjustments primarily consisted of an adjustment to income tax expense in the quarter ended March 31, 2023 to recognize a benefit that should have been recorded in the current quarter and immaterial adjustments to the timing and amounts of capitalized assets, prepaid expenses, and accrued expenses for the relevant periods. The tables below represent our restated consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022. For the three months ended March 31, 2022 The effects of the restatement on the Consolidated Statement of Operations and Comprehensive Income for the three months ended March 31, 2022 are summarized in the following table: For the three months ended March 31, 2022 As Previously Reported Adjustment As Restated In millions, except per share data Net services revenue ($216.7 million for the three months ended March 31, 2022 from related party) $ 385.7 $ — $ 385.7 Operating expenses: Cost of services 296.5 (2.0) 294.5 Selling, general and administrative 28.9 0.7 29.6 Other expenses 17.1 0.8 17.9 Total operating expenses 342.5 (0.5) 342.0 Income from operations 43.2 0.5 43.7 Net interest expense 4.7 — 4.7 Income before income tax provision 38.5 0.5 39.0 Income tax provision 9.1 0.2 9.3 Net income $ 29.4 $ 0.3 $ 29.7 Net income per common share: Basic $ 0.11 $ — $ 0.11 Diluted $ 0.09 $ — $ 0.09 Weighted average shares used in calculating net income per common share: Basic 278,747,261 — 278,747,261 Diluted 321,043,371 — 321,043,371 Consolidated statements of comprehensive income Net income $ 29.4 $ 0.3 $ 29.7 Other comprehensive income (loss): Net change on derivatives designated as cash flow hedges, net of tax 0.1 — 0.1 Foreign currency translation adjustments (1.4) — (1.4) Total other comprehensive loss, net of tax $ (1.3) $ — $ (1.3) Comprehensive income $ 28.1 $ 0.3 $ 28.4 The effects of the restatement on the Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2022 are summarized in the following table: Common Stock Treasury Stock Additional Accumulated Accumulated Total Shares Amount Shares Amount As Previously Reported Balance at December 31, 2021 298,320,928 $ 3.0 (20,094,686) $ (215.2) $ 628.5 $ (64.3) $ (5.3) $ 346.7 Share-based compensation expense — — — — 10.2 — — 10.2 Issuance of common stock related to share-based compensation plans 1,757,955 — — — — — — — Exercise of vested stock options 77,438 — — — 0.4 — — 0.4 Acquisition of treasury stock related to share-based compensation plans — — (727,768) (18.7) — — — (18.7) Repurchases of common stock — — (8,000) (0.2) — — — (0.2) Net change on derivatives designated as cash flow hedges, net of tax of $0.0 million — — — — — — 0.1 0.1 Foreign currency translation adjustment — — — — — — (1.4) (1.4) Net income — — — — — 29.4 — 29.4 Balance at March 31, 2022 300,156,321 $ 3.0 (20,830,454) $ (234.1) $ 639.1 $ (34.9) $ (6.6) $ 366.5 Adjustments Beginning balance as of January 1, 2021 — $ — — $ — $ — $ (2.5) $ — $ (2.5) Share-based compensation expense — — — — 2.4 — — 2.4 Net income — — — — — (9.9) — (9.9) Balance at December 31, 2021 (adjustment impacts) — $ — — $ — $ 2.4 $ (12.4) $ — $ (10.0) Share-based compensation expense — — — — — — — — Net income — — — — — 0.3 — 0.3 Balance at March 31, 2022 (adjustment impacts) — $ — — $ — $ 2.4 $ (12.1) $ — $ (9.7) As Restated Balance at December 31, 2021 298,320,928 $ 3.0 (20,094,686) $ (215.2) $ 630.9 $ (76.7) $ (5.3) $ 336.7 Share-based compensation expense — — — — 10.2 — — 10.2 Issuance of common stock related to share-based compensation plans 1,757,955 — — — — — — — Exercise of vested stock options 77,438 — — — 0.4 — — 0.4 Acquisition of treasury stock related to share-based compensation plans — — (727,768) (18.7) — — — (18.7) Repurchases of common stock — — (8,000) (0.2) — — — (0.2) Net change on derivatives designated as cash flow hedges, net of tax of $0.0 million — — — — — — 0.1 0.1 Foreign currency translation adjustment — — — — — — (1.4) (1.4) Net income — — — — — 29.7 — 29.7 Balance at March 31, 2022 300,156,321 $ 3.0 (20,830,454) $ (234.1) $ 641.5 $ (47.0) $ (6.6) $ 356.8 The effects of the restatement on the Consolidated Statement of Cash Flows for the three months ended March 31, 2022 are summarized in the following table: For the three months ended March 31, 2022 As Previously Reported Adjustment As Restated In millions Operating activities Net income $ 29.4 $ 0.3 $ 29.7 Adjustments to reconcile net income to net cash provided by operations: — Depreciation and amortization 18.9 — 18.9 Amortization of debt issuance costs 0.3 — 0.3 Share-based compensation 10.1 — 10.1 Loss on disposal and right-of-use asset write-downs 2.0 — 2.0 Deferred income taxes 7.3 0.2 7.5 Non-cash lease expense 3.2 — 3.2 Other 1.5 — 1.5 Changes in operating assets and liabilities: — Accounts receivable and related party accounts receivable 22.1 — 22.1 Prepaid expenses and other assets (20.5) 0.1 (20.4) Accounts payable 3.2 — 3.2 Accrued compensation and benefits (27.5) 0.5 (27.0) Lease liabilities (2.1) — (2.1) Other liabilities 1.7 0.3 2.0 Customer liabilities and customer liabilities - related party (18.7) (0.4) (19.1) Net cash provided by operating activities 30.9 1.0 31.9 Investing activities Purchases of property, equipment, and software (10.0) (1.0) (11.0) Net cash used in investing activities (10.0) (1.0) (11.0) Financing activities Repayment of senior secured debt (4.4) — (4.4) Exercise of vested stock options 0.4 — 0.4 Purchase of treasury stock (0.6) — (0.6) Shares withheld for taxes (21.5) — (21.5) Other (0.1) — (0.1) Net cash used in financing activities (26.2) — (26.2) Effect of exchange rate changes in cash, cash equivalents and restricted cash (0.9) — (0.9) Net decrease in cash, cash equivalents, and restricted cash (6.2) — (6.2) Cash, cash equivalents, and restricted cash at beginning of period 130.1 — 130.1 Cash, cash equivalents and restricted cash, at end of period $ 123.9 $ — $ 123.9 Supplemental disclosures of cash flow information Property, equipment and software purchases not paid $ 23.3 $ — $ 23.3 As of and for the three months ended March 31, 2023 The effects of the restatement on the Consolidated Balance Sheet as of March 31, 2023 are summarized in the following table: As of March 31, 2023 As Previously Reported Adjustment As Restated In millions Assets Current assets: Cash and cash equivalents $ 104.2 $ — $ 104.2 Accounts receivable, net of $16.0 million allowance 229.4 — 229.4 Accounts receivable - related party, net of $0.1 million allowance 24.9 — 24.9 Current portion of contract assets, net 81.8 — 81.8 Prepaid expenses and other current assets 105.2 0.1 105.3 Total current assets 545.5 0.1 545.6 Property, equipment and software, net 173.8 — 173.8 Operating lease right-of-use assets 81.0 — 81.0 Non-current portion of contract assets, net 37.3 — 37.3 Non-current portion of deferred contract costs 28.2 — 28.2 Intangible assets, net 1,464.4 — 1,464.4 Goodwill 2,648.5 (18.0) 2,630.5 Deferred tax assets 10.5 — 10.5 Other assets 83.4 — 83.4 Total assets $ 5,072.6 $ (17.9) $ 5,054.7 Liabilities Current liabilities: Accounts payable $ 24.6 $ — $ 24.6 Current portion of customer liabilities 45.6 — 45.6 Current portion of customer liabilities - related party 9.4 — 9.4 Accrued compensation and benefits 84.7 — 84.7 Current portion of operating lease liabilities 18.8 — 18.8 Current portion of long-term debt 58.3 — 58.3 Accrued expenses and other current liabilities 76.7 — 76.7 Total current liabilities 318.1 — 318.1 Non-current portion of customer liabilities 5.2 — 5.2 Non-current portion of customer liabilities - related party 13.2 — 13.2 Non-current portion of operating lease liabilities 92.7 — 92.7 Long-term debt 1,707.0 — 1,707.0 Deferred tax liabilities 192.1 (1.2) 190.9 Other non-current liabilities 24.9 — 24.9 Total liabilities 2,353.2 (1.2) 2,352.0 Stockholders’ equity: Common stock, $0.01 par value, 750,000,000 shares authorized, 442,439,169 shares issued and 418,176,363 shares outstanding at March 31, 2023 4.4 — 4.4 Additional paid-in capital 3,136.2 0.1 3,136.3 Accumulated deficit (121.6) (16.8) (138.4) Accumulated other comprehensive loss (4.6) — (4.6) Treasury stock, at cost, 24,262,806 shares as of March 31, 2023 (295.0) — (295.0) Total stockholders’ equity 2,719.4 (16.7) 2,702.7 Total liabilities and stockholders’ equity $ 5,072.6 $ (17.9) $ 5,054.7 The effects of the restatement on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the three ended March 31, 2023 are summarized in the following table: For the three months ended March 31, 2023 As Previously Reported Adjustment As Restated In millions, except per share data Net services revenue ($216.8 million for the three months ended March 31, 2023 from related party) $ 545.6 $ — $ 545.6 Operating expenses: Cost of services 434.7 — 434.7 Selling, general and administrative 47.0 — 47.0 Other expenses 30.2 — 30.2 Total operating expenses 511.9 — 511.9 Income from operations 33.7 — 33.7 Net interest expense 30.7 — 30.7 Income before income tax provision 3.0 — 3.0 Income tax provision 2.7 (1.3) 1.4 Net income $ 0.3 $ 1.3 $ 1.6 Net income per common share: Basic $ — $ — $ — Diluted $ — $ — $ — Weighted average shares used in calculating net income per common share: Basic 417,346,840 — 417,346,840 Diluted 452,925,789 — 452,925,789 Consolidated statements of comprehensive income (loss) Net income $ 0.3 $ 1.3 $ 1.6 Other comprehensive income (loss): Net change on derivatives designated as cash flow hedges, net of tax (1.7) — (1.7) Foreign currency translation adjustments 0.5 — 0.5 Total other comprehensive loss, net of tax $ (1.2) $ — $ (1.2) Comprehensive income (loss) $ (0.9) $ 1.3 $ 0.4 The effects of the restatement on the Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2023 are summarized in the following table: Common Stock Treasury Stock Additional Accumulated Accumulated Total Shares Amount Shares Amount As Previously Reported Balance at December 31, 2022 439,950,125 $ 4.4 (23,352,240) $ (281.8) $ 3,123.2 $ (121.9) $ (3.4) $ 2,720.5 Share-based compensation expense — — — — 10.7 — — 10.7 CoyCo 2 share-based compensation expense — — — — 1.8 — — 1.8 Issuance of common stock related to share-based compensation plans 2,308,591 — — — — — — — Exercise of vested stock options 180,453 — — — 0.5 — — 0.5 Acquisition of treasury stock related to share-based compensation plans — — (910,566) (13.2) — — — (13.2) Net change on derivatives designated as cash flow hedges, net of tax of $0.5 million — — — — — — (1.7) (1.7) Foreign currency translation adjustment — — — — — — 0.5 0.5 Net income — — — — — 0.3 — 0.3 Balance at March 31, 2023 442,439,169 $ 4.4 (24,262,806) $ (295.0) $ 3,136.2 $ (121.6) $ (4.6) $ 2,719.4 Adjustments Beginning balance as of January 1, 2022 — $ — — $ — $ 2.4 $ (12.4) $ — $ (10.0) Share-based compensation expense — — — — (2.3) $ — — (2.3) Net loss — — — — — (5.7) — (5.7) Balance at December 31, 2022 (adjustment impacts) — $ — — $ — $ 0.1 $ (18.1) $ — $ (18.0) Share-based compensation expense — — — — — — — — Net income — — — — — 1.3 — 1.3 Balance at March 31, 2023 (adjustment impacts) — $ — — $ — $ 0.1 $ (16.8) $ — $ (16.7) As Restated Balance at December 31, 2022 439,950,125 $ 4.4 (23,352,240) $ (281.8) $ 3,123.3 $ (140.0) $ (3.4) $ 2,702.5 Share-based compensation expense — — — — 10.7 — — 10.7 CoyCo 2 share-based compensation expense — — — — 1.8 — — 1.8 Issuance of common stock related to share-based compensation plans 2,308,591 — — — — — — — Exercise of vested stock options 180,453 — — — 0.5 — — 0.5 Acquisition of treasury stock related to share-based compensation plans — — (910,566) (13.2) — — — (13.2) Net change on derivatives designated as cash flow hedges, net of tax of $0.5 million — — — — — — (1.7) (1.7) Foreign currency translation adjustment — — — — — — 0.5 0.5 Net income — — — — — 1.6 — 1.6 Balance at March 31, 2023 442,439,169 $ 4.4 (24,262,806) $ (295.0) $ 3,136.3 $ (138.4) $ (4.6) $ 2,702.7 The effects of the restatement on the Consolidated Statement of Cash Flows for the three months ended March 31, 2023 are summarized in the following table: For the three months ended March 31, 2023 As Previously Reported Adjustment As Restated In millions Operating activities Net income $ 0.3 $ 1.3 $ 1.6 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 66.0 — 66.0 Amortization of debt issuance costs 1.4 — 1.4 Share-based compensation 10.5 — 10.5 CoyCo 2 share-based compensation 1.8 — 1.8 Provision for credit losses 1.5 — 1.5 Deferred income taxes 1.8 (1.3) 0.5 Non-cash lease expense 2.9 — 2.9 Changes in operating assets and liabilities: Accounts receivable and related party accounts receivable 4.7 — 4.7 Contract assets (4.0) — (4.0) Prepaid expenses and other assets 8.2 — 8.2 Accounts payable (10.9) — (10.9) Accrued compensation and benefits (24.5) — (24.5) Lease liabilities (4.4) — (4.4) Other liabilities 9.7 — 9.7 Customer liabilities and customer liabilities - related party (10.3) — (10.3) Net cash provided by operating activities 54.7 — 54.7 Investing activities Purchases of property, equipment, and software (23.4) — (23.4) Other (2.2) — (2.2) Net cash used in investing activities (25.6) — (25.6) Financing activities Repayment of senior secured debt (12.4) — (12.4) Repayments on revolver (10.0) — (10.0) Exercise of vested stock options 0.5 — 0.5 Shares withheld for taxes (13.4) — (13.4) Other (0.1) — (0.1) Net cash used in financing activities (35.4) — (35.4) Effect of exchange rate changes in cash, cash equivalents and restricted cash 0.4 — 0.4 Net decrease in cash, cash equivalents, and restricted cash (5.9) — (5.9) Cash, cash equivalents, and restricted cash at beginning of period 110.1 — 110.1 Cash, cash equivalents and restricted cash, at end of period $ 104.2 $ — $ 104.2 Supplemental disclosures of cash flow information Property, equipment and software purchases not paid $ 28.0 $ — $ 28.0 |