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 June 30, 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 June 30, 2023 and for the three and six month periods ended June 30, 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 June 30, 2023 to reverse a benefit that should have been recorded in the previous 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 June 30, 2023 and for the three and six months ended June 30, 2023 and 2022. For the three and six months ended June 30, 2022 The effects of the restatement on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2022 are summarized in the following table: For the three months ended June 30, 2022 For the six months ended June 30, 2022 As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated In millions, except per share data Net services revenue ($223.0 million and $439.7 million for the three and six months ended June 30, 2022, respectively, from related party) $ 391.9 $ — $ 391.9 $ 777.6 $ — $ 777.6 Operating expenses: Cost of services 310.1 2.9 313.0 606.6 0.9 607.5 Selling, general and administrative 30.9 (0.6) 30.3 59.8 0.1 59.9 Other 88.9 7.2 96.1 106.0 8.0 114.0 Total operating expenses 429.9 9.5 439.4 772.4 9.0 781.4 Income (loss) from operations (38.0) (9.5) (47.5) 5.2 (9.0) (3.8) Net interest expense 6.9 — 6.9 11.6 — 11.6 Loss before income tax benefit (44.9) (9.5) (54.4) (6.4) (9.0) (15.4) Income tax benefit (24.5) (2.2) (26.7) (15.4) (2.0) (17.4) Net income (loss) $ (20.4) $ (7.3) $ (27.7) $ 9.0 $ (7.0) $ 2.0 Net income (loss) per common share: Basic $ (0.07) $ (0.02) $ (0.09) $ 0.03 $ (0.02) $ 0.01 Diluted $ (0.07) $ (0.02) $ (0.09) $ 0.03 $ (0.02) $ 0.01 Weighted average shares used in calculating net income (loss) per common share: Basic 294,658,635 — 294,658,635 286,746,902 — 286,746,902 Diluted 294,658,635 — 294,658,635 328,169,238 — 328,169,238 Consolidated statements of comprehensive income (loss) Net income (loss) $ (20.4) $ (7.3) $ (27.7) $ 9.0 $ (7.0) $ 2.0 Other comprehensive loss: Net change on derivatives designated as cash flow hedges, net of tax (1.2) — (1.2) (1.1) — (1.1) Foreign currency translation adjustments (3.2) — (3.2) (4.6) — (4.6) Total other comprehensive loss, net of tax $ (4.4) $ — $ (4.4) $ (5.7) $ — $ (5.7) Comprehensive income (loss) $ (24.8) $ (7.3) $ (32.1) $ 3.3 $ (7.0) $ (3.7) The effects of the restatement on the Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 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 Share-based compensation expense — — — — 11.6 — — 11.6 Issuance of common stock related to share-based compensation plans 505,371 — — — — — — — Issuance of common stock 135,929,742 1.4 — — 2,386.1 — — 2,387.5 Replacement awards issued in conjunction with acquisitions — — — — 11.3 — — 11.3 Exercise of vested stock options 395,425 — (2,282) (0.1) 2.1 — — 2.0 Acquisition of treasury stock related to share-based compensation plans — — (153,157) (3.5) — — — (3.5) Net change on derivatives designated as cash flow hedges, net of tax of $0.4 million — — — — — — (1.2) (1.2) Foreign currency translation adjustment — — — — — — (3.2) (3.2) Net loss — — — — — (20.4) — (20.4) Balance at June 30, 2022 436,986,859 $ 4.4 (20,985,893) $ (237.7) $ 3,050.2 $ (55.3) $ (11.0) $ 2,750.6 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) Net income — — — — — 0.3 — 0.3 Balance at March 31, 2022 (adjustment impacts) — $ — — $ — $ 2.4 $ (12.1) $ — $ (9.7) Net loss — — — — — (7.3) — (7.3) Balance at June 30, 2022 (adjustment impacts) 436,986,859 $ — — $ — $ 2.4 $ (19.4) $ — $ (17.0) 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 Share-based compensation expense — — — — 11.6 — — 11.6 Issuance of common stock related to share-based compensation plans 505,371 — — — — — — — Issuance of common stock 135,929,742 1.4 — — 2,386.1 — — 2,387.5 Replacement awards issued in conjunction with acquisitions — — — — 11.3 — — 11.3 Exercise of vested stock options 395,425 — (2,282) (0.1) 2.1 — — 2.0 Acquisition of treasury stock related to share-based compensation plans — — (153,157) (3.5) — — — (3.5) Net change on derivatives designated as cash flow hedges, net of tax of $0.4 million — — — — — — (1.2) (1.2) Foreign currency translation adjustment — — — — — — (3.2) (3.2) Net loss — — — — — (27.7) — (27.7) Balance at June 30, 2022 436,986,859 $ 4.4 (20,985,893) $ (237.7) $ 3,052.6 $ (74.7) $ (11.0) $ 2,733.6 The effects of the restatement on the Consolidated Statement of Cash Flows for the six months ended June 30, 2022 are summarized in the following table: For the six months ended June 30, 2022 As Previously Reported Adjustment As Restated In millions Operating activities Net income $ 9.0 $ (7.0) $ 2.0 Adjustments to reconcile net income to net cash used in operations: Depreciation and amortization 43.6 — 43.6 Amortization of debt issuance costs 0.7 — 0.7 Share-based compensation 21.7 0.1 21.8 Loss on disposal and right-of-use asset write-downs 2.7 — 2.7 Provision for credit losses 0.3 — 0.3 Deferred income taxes (17.5) (2.0) (19.5) Non-cash lease expense 6.0 — 6.0 Other 1.5 — 1.5 Changes in operating assets and liabilities: Accounts receivable and related party accounts receivable (34.0) — (34.0) Contract assets (1.6) — (1.6) Prepaid expenses and other assets (20.0) (2.4) (22.4) Accounts payable 5.0 — 5.0 Accrued compensation and benefits (76.1) 8.8 (67.3) Lease liabilities (5.1) — (5.1) Other liabilities 13.5 1.6 15.1 Customer liabilities and customer liabilities - related party (15.2) 0.9 (14.3) Net cash used in operating activities (65.5) — (65.5) Investing activities Purchases of property, equipment, and software (42.7) — (42.7) Acquisition of Cloudmed, net of cash acquired (847.7) — (847.7) Proceeds from disposal of assets 0.4 — 0.4 Net cash used in investing activities (890.0) — (890.0) Financing activities Issuance of senior secured debt, net of discount and issuance costs 1,016.6 — 1,016.6 Borrowings on revolver 30.0 — 30.0 Payment of debt issuance costs (1.0) — (1.0) Repayment of senior secured debt (8.8) — (8.8) Repayments on revolver (20.0) — (20.0) Payment of equity issuance costs (2.0) — (2.0) Exercise of vested stock options 2.5 — 2.5 Purchase of treasury stock (0.6) — (0.6) Shares withheld for taxes (25.1) — (25.1) Other (0.1) — (0.1) Net cash provided by financing activities 991.5 — 991.5 Effect of exchange rate changes in cash (2.6) — (2.6) Net increase in cash, cash equivalents, and restricted cash 33.4 — 33.4 Cash, cash equivalents, and restricted cash at beginning of period 130.1 — 130.1 Cash and cash equivalents, end of year $ 163.5 $ — $ 163.5 Supplemental disclosures of cash flow information Property, equipment and software purchases not paid $ 24.6 $ — $ 24.6 As of and for the three and six months ended June 30, 2023 The effects of the restatement on the Consolidated Balance Sheet as of June 30, 2023 are summarized in the following table: As of June 30, 2023 As Previously Reported Adjustment As Restated In millions Assets Current assets: Cash and cash equivalents $ 123.1 $ — $ 123.1 Accounts receivable, net of $31.5 million allowance 245.2 — 245.2 Accounts receivable - related party, net of $0.1 million allowance 18.4 — 18.4 Current portion of contract assets, net 89.9 — 89.9 Prepaid expenses and other current assets 108.3 — 108.3 Total current assets 584.9 — 584.9 Property, equipment and software, net 181.8 — 181.8 Operating lease right-of-use assets 74.8 — 74.8 Non-current portion of contract assets, net 37.8 — 37.8 Non-current portion of deferred contract costs 30.1 — 30.1 Intangible assets, net 1,413.2 — 1,413.2 Goodwill 2,647.4 (18.0) 2,629.4 Deferred tax assets 10.5 — 10.5 Other assets 93.7 0.1 93.8 Total assets $ 5,074.2 $ (17.9) $ 5,056.3 Liabilities Current liabilities: Accounts payable $ 26.1 $ — $ 26.1 Current portion of customer liabilities 41.9 — 41.9 Current portion of customer liabilities - related party 7.8 — 7.8 Accrued compensation and benefits 93.1 — 93.1 Current portion of operating lease liabilities 19.4 — 19.4 Current portion of long-term debt 62.6 — 62.6 Accrued expenses and other current liabilities 74.3 — 74.3 Total current liabilities 325.2 — 325.2 Non-current portion of customer liabilities 4.9 — 4.9 Non-current portion of customer liabilities - related party 12.7 — 12.7 Non-current portion of operating lease liabilities 89.3 — 89.3 Long-term debt 1,691.5 — 1,691.5 Deferred tax liabilities 184.0 0.1 184.1 Other non-current liabilities 23.6 — 23.6 Total liabilities 2,331.2 0.1 2,331.3 Stockholders’ equity: Common stock, $0.01 par value, 750,000,000 shares authorized, 443,374,297 shares issued and 418,811,379 shares outstanding at June 30, 2023 4.4 — 4.4 Additional paid-in capital 3,159.3 0.1 3,159.4 Accumulated deficit (121.3) (18.1) (139.4) Accumulated other comprehensive loss 0.4 — 0.4 Treasury stock, at cost, 24,562,918 shares as of June 30, 2023 (299.8) — (299.8) Total stockholders’ equity 2,743.0 (18.0) 2,725.0 Total liabilities and stockholders’ equity $ 5,074.2 $ (17.9) $ 5,056.3 The effects of the restatement on the Consolidated Statement of Operations and Comprehensive Income for the three months ended June 30, 2023 are summarized in the following table: For the three months ended June 30, 2023 As Previously Reported Adjustment As Restated In millions, except per share data Net services revenue ($216.3 million for the three months ended June 30, 2023 from related party) $ 560.7 $ — $ 560.7 Operating expenses: Cost of services 445.9 — 445.9 Selling, general and administrative 62.6 — 62.6 Other 28.3 — 28.3 Total operating expenses 536.8 — 536.8 Income from operations 23.9 — 23.9 Net interest expense 32.5 — 32.5 Loss before income tax benefit (8.6) — (8.6) Income tax benefit (8.9) 1.3 (7.6) Net income (loss) $ 0.3 $ (1.3) $ (1.0) Net income (loss) per common share: Basic $ — $ — $ — Diluted $ — $ — $ — Weighted average shares used in calculating net income (loss) per common share: Basic 418,525,625 — 418,525,625 Diluted 455,245,607 (36,719,982) (1) 418,525,625 Consolidated statements of comprehensive income Net income (loss) $ 0.3 $ (1.3) $ (1.0) Other comprehensive income: Net change on derivatives designated as cash flow hedges, net of tax 4.9 — 4.9 Foreign currency translation adjustments 0.1 — 0.1 Total other comprehensive income, net of tax $ 5.0 $ — $ 5.0 Comprehensive income $ 5.3 $ (1.3) $ 4.0 (1) Diluted share count was adjusted to remove the effect of a potential anti-dilution given the net loss on an as restated basis. The effects of the restatement on the Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 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 Share-based compensation expense — — — — 20.7 — — 20.7 CoyCo 2 share-based compensation expense — — — — 1.9 — — 1.9 Issuance of common stock related to share-based compensation plans 812,138 — — — — — — — Exercise of vested stock options 122,990 — (4,118) (0.1) 0.5 — — 0.4 Acquisition of treasury stock related to share-based compensation plans — — (295,994) (4.7) — — — (4.7) Net change on derivatives designated as cash flow hedges, net of tax of $1.6 million — — — — — — 4.9 4.9 Foreign currency translation adjustment — — — — — — 0.1 0.1 Net income — — — — — 0.3 — 0.3 Balance at June 30, 2023 443,374,297 $ 4.4 (24,562,918) $ (299.8) $ 3,159.3 $ (121.3) $ 0.4 $ 2,743.0 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) Share-based compensation expense — — — — — — — — Net loss — — — — — (1.3) — (1.3) Balance at June 30, 2023 (adjustment impacts) — $ — — $ — $ 0.1 $ (18.1) $ — $ (18.0) 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 Share-based compensation expense — — — — 20.7 — — 20.7 CoyCo 2 share-based compensation expense — — — — 1.9 — — 1.9 Issuance of common stock related to share-based compensation plans 812,138 — — — — — — — Exercise of vested stock options 122,990 — (4,118) (0.1) 0.5 — — 0.4 Acquisition of treasury stock related to share-based compensation plans — — (295,994) (4.7) — — — (4.7) Net change on derivatives designated as cash flow hedges, net of tax of $1.6 million — — — — — — 4.9 4.9 Foreign currency translation adjustment — — — — — — 0.1 0.1 Net loss — — — — — (1.0) — (1.0) Balance at June 30, 2023 443,374,297 $ 4.4 (24,562,918) $ (299.8) $ 3,159.4 $ (139.4) $ 0.4 $ 2,725.0 |