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8-K - 8-K - KLDiscovery Inc.kld-8k_20210317.htm

 

Exhibit 99.1

 

KLDiscovery Inc. Announces Fourth Quarter 2020 Financial Results

Revenue, Net Loss, EBITDA Improve Compared to Third Quarter 2020

 

McLEAN, Va.—March 17, 2021 KLDiscovery Inc. (“KLDiscovery” or the “Company”), a leading global provider of electronic discovery, information governance and data recovery services, announced today that revenue for the fourth quarter ended December 31, 2020 was $74.6 million versus $72.3 million in the third quarter of 2020, a 3% increase quarter-over-quarter and a decrease of 7% year-over-year compared to the fourth quarter 2019. Net loss for the fourth quarter of 2020 was $9.8 million compared to $12.7 million in the third quarter of 2020, an improvement of 23% quarter-over-quarter and an improvement of 45% compared to the fourth quarter 2019 net loss of $17.8 million.

 

EBITDA for the fourth quarter of 2020 was $14.3 million versus $12.3 million in the third quarter of 2020, an increase of 16% quarter-over-quarter and was similar to the $14.4 million in the fourth quarter of 2019. Adjusted EBITDA (which excludes management fees and stock-based compensation, acquisition financing and transaction costs and other items as described below) for the fourth quarter of 2020 was $19.4 million compared to $16.7 million in the third quarter of 2020, an increase of 16% quarter-over-quarter and 13% compared to the fourth quarter of 2019. Reconciliations of EBITDA and Adjusted EBITDA to their comparable GAAP measure are shown in detail below, along with definitions for those terms.  

 

“2020 was an extraordinary year of change and challenges but I am very proud of the accomplishments of the team at KLDiscovery as their efforts and dedication resulted in an excellent fourth quarter,” said Christopher Weiler, CEO of KLDiscovery Inc. “We achieved outstanding improvement in our financial results in the fourth quarter of 2020 compared to the second quarter of 2020 when the COVID-19 pandemic severely impacted the economy. We have done an excellent job managing costs while growing revenue. In Q4 2020 compared to Q2 2020, revenue increased 16%, net loss improved 34%, EBITDA was up 37%, and Adjusted EBITDA increased 59%. We achieved our highest Adjusted EBITDA in six quarters. We ended 2020 with $51.2 million in cash and cash equivalents on our balance sheet and a 579% increase in cash flow from operations compared to 2019 due to continued high cash receipts, cost reductions and tax deferral and credits. All of these improvements came as we implemented permanent cost savings with our data recovery integration and real estate footprint reduction while still investing in technology and research & development.”

 

Mr. Weiler continued, “We are in the process of evolving KLDiscovery into a company that will service industries beyond the confines of traditional eDiscovery and data recovery. In 2021, we are in the process of making significant technology investments that will change the way our customers interact with our products and services. We are investing to further develop our Nebula platform, which we believe is industry-changing and continues to gain customers and terabytes hosted. Our clients are being driven to cloud-only based hosting solutions, while our competitors use third-party applications exclusively for collections, data processing, data hosting, advanced analytics and natural language processing.  We believe we will be the company that can deliver outstanding customer service while providing our best of class hosting platform through a number of different delivery vehicles intentionally designed to meet diverse geographic and data control needs. We are on a client-centric mission seamlessly delivering a full suite of proprietary software/hardware products and services in a bespoke manner built for and by our clients, wherever and however the client desires. I believe these changes will give our customers unprecedented levels of optionality in how they manage their data and truly differentiate our company while significantly expanding our total addressable market.”

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year 2019-2020 Quarterly Results - Unaudited

 

 

 

2019 (unaudited)

 

 

2020 (unaudited)

 

 

 

Q1

 

Q2

 

Q3

 

Q4

 

 

Q1

 

Q2

 

Q3

 

Q4

 

Revenue

 

 

75.0

 

 

78.3

 

 

78.2

 

 

80.5

 

 

 

78.3

 

 

64.4

 

 

72.3

 

 

74.6

 

Net loss

 

 

(13.5

)

 

(11.4

)

 

(11.3

)

 

(17.8

)

 

 

(12.5

)

 

(14.9

)

 

(12.7

)

 

(9.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

 

$

(0.32

)

$

(0.27

)

$

(0.26

)

$

(0.42

)

 

$

(0.29

)

$

(0.35

)

$

(0.30

)

$

(0.23

)

Weighted average outstanding shares (basic and diluted)

 

 

42.3

 

 

42.4

 

 

42.5

 

 

42.5

 

 

 

42.5

 

 

42.5

 

 

42.5

 

 

42.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

11.2

 

 

13.7

 

 

13.4

 

 

14.4

 

 

 

12.5

 

 

10.4

 

 

12.3

 

 

14.3

 

Adjusted EBITDA

 

 

15.1

 

 

19.6

 

 

16.8

 

 

17.2

 

 

 

15.0

 

 

12.2

 

 

16.7

 

 

19.4

 

(in millions except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021 Outlook

As previously announced, KLDiscovery is currently limited in its ability to accurately predict what the financial impact will be from the COVID-19 pandemic.  KLDiscovery is not providing full-year 2021 guidance until it gains additional data points about the total operational impact of this global pandemic.

 

Earnings Conference Call

Management will conduct a conference call at 8:30 AM ET on Thursday, March 18, 2021 to discuss results for the fourth quarter of 2020. The audio portion of the conference call will be broadcast live over the Internet in the Investors section of KLDiscovery's website https://investors.kldiscovery.com.

 

To join the conference call by telephone, please register via the following link:

http://www.directeventreg.com/registration/event/3093296 

 

Once registered, you will receive an email with Direct Entry and Registrant ID along with dial-in details. An audio recording of the conference call will be available for replay shortly after the call's completion and will remain available for two weeks following the call. To access the recorded conference call, please dial (800) 585-8367 (from the U.S. and Canada) or (416) 621-4642 (from all other countries) using access code 3093296 or visit the Investors section of the KLDiscovery website at https://investors.kldiscovery.com.


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KLDiscovery Inc.

 

Consolidated Statements of Comprehensive Loss

 

(in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues.......................................................................................

$

74,592

 

 

$

80,527

 

 

$

289,545

 

 

$

312,054

 

Cost of revenues........................................................................

 

36,260

 

 

 

41,908

 

 

 

147,732

 

 

 

160,845

 

Gross profit..............................................................................

 

38,332

 

 

 

38,619

 

 

 

141,813

 

 

 

151,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative.....................................................

 

15,975

 

 

 

13,126

 

 

 

58,509

 

 

 

55,005

 

Research and development....................................................

 

2,033

 

 

 

1,490

 

 

 

7,167

 

 

 

5,945

 

Sales and marketing.................................................................

 

8,935

 

 

 

12,305

 

 

 

38,395

 

 

 

48,517

 

Depreciation and amortization................................................

 

8,820

 

 

 

9,906

 

 

 

35,955

 

 

 

39,149

 

Total operating expenses.....................................................

 

35,763

 

 

 

36,827

 

 

 

140,026

 

 

 

148,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations........................................................

 

2,569

 

 

 

1,792

 

 

 

1,787

 

 

 

2,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense............................................................................

 

16

 

 

 

7,389

 

 

 

118

 

 

 

7,511

 

Interest expense........................................................................

 

12,356

 

 

 

11,890

 

 

 

50,659

 

 

 

48,377

 

Loss before income taxes....................................................

 

(9,803

)

 

 

(17,487

)

 

 

(48,990

)

 

 

(53,295

)

Income tax benefit (provision).....................................................

 

(28

)

 

 

328

 

 

 

936

 

 

 

719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss....................................................................................

$

(9,775

)

 

$

(17,815

)

 

$

(49,926

)

 

$

(54,014

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation.................................................

 

4,400

 

 

 

2,604

 

 

 

4,947

 

 

 

311

 

Total other comprehensive income, net of tax.........................

 

4,400

 

 

 

2,604

 

 

 

4,947

 

 

 

311

 

Comprehensive loss....................................................................

$

(5,375

)

 

$

(15,211

)

 

$

(44,979

)

 

$

(53,703

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted.....................................

$

(0.23

)

 

$

(0.42

)

 

$

(1.17

)

 

$

(1.27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted..

 

42,529,017

 

 

 

40,835,186

 

 

 

42,529,017

 

 

 

42,425,295

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP Financial Matters

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

For The Year Ended December 31,

 

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Net loss

 

$

(9,774

)

 

$

(17,815

)

 

$

(49,926

)

 

$

(54,014

)

 

Interest expense

 

 

12,356

 

 

 

11,890

 

 

 

50,659

 

 

 

48,377

 

 

Income tax (benefit) expense

 

 

(28

)

 

 

328

 

 

 

936

 

 

 

719

 

 

Depreciation and amortization expense

 

 

11,698

 

 

 

12,793

 

 

 

47,761

 

 

 

50,407

 

 

Loss on debt extinguishment

 

 

 

 

 

7,203

 

 

 

 

 

 

7,203

 

 

EBITDA

 

$

14,252

 

 

$

14,399

 

 

$

49,430

 

 

$

52,692

 

 

Acquisition, financing and transaction costs

 

 

3,629

 

 

 

121

 

 

 

5,210

 

 

 

3,626

 

 

Strategic Initiatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sign-on bonus amortization

 

 

 

 

 

113

 

 

 

188

 

 

 

413

 

 

Non-recoverable draw

 

 

 

 

 

840

 

 

 

304

 

 

 

3,714

 

 

Total strategic initiatives

 

 

 

 

 

953

 

 

 

492

 

 

 

4,127

 

 

Management fees, stock compensation and other

 

 

933

 

 

 

671

 

 

 

3,658

 

 

 

3,515

 

 

Restructuring costs

 

 

231

 

 

 

573

 

 

 

2,530

 

 

 

2,209

 

 

Systems establishment

 

 

403

 

 

 

443

 

 

 

1,969

 

 

 

2,554

 

 

Adjusted EBITDA

 

$

19,448

 

 

$

17,160

 

 

$

63,289

 

 

$

68,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

Acquisition, financing and transaction costs include earnout payments, rating agency, letter of credit and revolving facility fees, and transaction costs relating to the business combination with Pivotal Acquisition Corp in December 2019

 

Strategic initiatives include the amortization of one-time expenses related to the hiring of a team of sales personnel.

 

Management fees, stock compensation & other includes consulting fees, expenses related to the Company’s stock compensation plan, business insurance and other expenses.

 

Restructuring costs include severance payments, recruiting fees and retention charges

 

Systems establishment costs include expenses related to IT infrastructure build-out, system automation and ERP implementation

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KLDiscovery Inc.

 

Consolidated Balance Sheets

 

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

51,201

 

 

$

43,407

 

Accounts receivable, net of allowance

 

 

 

 

 

 

 

 

for doubtful accounts of $8,449 and $7,486, respectively

 

 

83,985

 

 

 

96,994

 

Prepaid expenses

 

 

7,175

 

 

 

7,296

 

Other current assets

 

 

709

 

 

 

556

 

Total current assets

 

 

143,070

 

 

 

148,253

 

Property and equipment

 

 

 

 

 

 

 

 

Computer software and hardware

 

 

72,211

 

 

 

72,228

 

Leasehold improvements

 

 

27,271

 

 

 

26,963

 

Furniture, fixtures and other equipment

 

 

3,365

 

 

 

3,794

 

Accumulated depreciation

 

 

(77,697

)

 

 

(64,682

)

Property and equipment, net

 

 

25,150

 

 

 

38,303

 

Intangible assets, net

 

 

109,733

 

 

 

130,568

 

Goodwill

 

 

399,085

 

 

 

395,171

 

Other assets

 

 

2,708

 

 

 

2,617

 

Total assets

 

$

679,746

 

 

$

714,912

 

Current liabilities

 

 

 

 

 

 

 

 

Current portion of long-term debt, net

 

$

10,948

 

 

$

11,689

 

Accounts payable and accrued expense

 

 

33,504

 

 

 

31,270

 

Current portion of contingent consideration

 

 

695

 

 

 

340

 

Deferred revenue

 

 

3,955

 

 

 

4,851

 

Total current liabilities

 

 

49,102

 

 

 

48,150

 

Long-term debt, net

 

 

472,600

 

 

 

468,932

 

Deferred tax liabilities

 

 

7,335

 

 

 

6,294

 

Other liabilities

 

 

8,488

 

 

 

7,771

 

Total liabilities

 

 

537,525

 

 

 

531,147

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

$0.0001 par value, shares authorized - 200,000,000 shares authorized as of December 31, 2020 and December 31, 2019; shares issued and outstanding - 42,529,017 as of December 31, 2020 and December 31, 2019, respectively

 

 

4

 

 

 

4

 

Preferred Stock

 

 

 

 

 

 

 

 

$0.0001 par value, 1,000,000 shares authorized, zero issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

 

 

 

 

 

 

Additional paid-in capital

 

 

385,387

 

 

 

381,952

 

Accumulated deficit

 

 

(255,424

)

 

 

(205,498

)

Accumulated other comprehensive income

 

 

12,254

 

 

 

7,307

 

Total stockholders' equity

 

 

142,221

 

 

 

183,765

 

Total liabilities and stockholders' equity

 

$

679,746

 

 

$

714,912

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

KLDiscovery Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

For The Year Ended December 31

 

 

 

2020

 

 

2019

 

 

Operating activities

 

 

 

 

 

 

 

 

Net loss

$

(49,926

)

 

$

(54,014

)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

47,762

 

 

 

50,407

 

 

Non-cash interest

 

19,450

 

 

 

5,320

 

 

Stock-based compensation

 

3,435

 

 

 

2,265

 

 

Provision for losses on accounts receivable

 

4,088

 

 

 

3,104

 

 

Deferred income taxes

 

1,041

 

 

 

219

 

 

Loss on extinguishment of debt

 

 

 

 

7,203

 

 

Change in fair value of contingent consideration

 

98

 

 

 

48

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

10,050

 

 

 

(16,712

)

 

Prepaid expenses and other assets

 

87

 

 

 

2,404

 

 

Accounts payable and accrued expenses

 

4,675

 

 

 

(8,937

)

 

Deferred revenue

 

(984

)

 

 

396

 

 

Net cash provided by (used) in operating activities

 

39,776

 

 

 

(8,297

)

 

Investing activities

 

 

 

 

 

 

 

 

Acquisitions, net of cash

 

(3,124

)

 

 

(1,950

)

 

Purchases of property and equipment

 

(10,935

)

 

 

(13,268

)

 

Net cash used in investing activities

 

(14,059

)

 

 

(15,218

)

 

Financing activities

 

 

 

 

 

 

 

 

Recapitalization transaction

 

 

 

 

186,503

 

 

Revolving credit facility - draws

 

29,000

 

 

 

54,500

 

 

Revolving credit facility - repayments

 

(29,000

)

 

 

(54,500

)

 

Payments for capital lease obligations

 

(1,595

)

 

 

(1,427

)

 

Issuance of common stock

 

 

 

 

414

 

 

Payments on long-term debt

 

(17,000

)

 

 

(142,000

)

 

Net cash (used in) provided by financing activities

 

(18,595

)

 

 

43,490

 

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rates

 

672

 

 

 

(7

)

 

Net increase in cash

 

7,794

 

 

 

19,968

 

 

Cash at beginning of period

 

43,407

 

 

 

23,439

 

 

Cash at end of period

$

51,201

 

 

$

43,407

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure:

 

 

 

 

 

 

 

 

Cash paid for interest

$

32,196

 

 

$

42,693

 

 

Income taxes paid, net of refunds

$

(195

)

 

$

470

 

 

 

 

 

 

 

 

 

 

 

Significant noncash investing and financing activities

 

 

 

 

 

 

 

 

Assumption of Pivotal Debentures

$

-

 

 

$

200,000

 

 

Equity issued for acquisitions

$

-

 

 

$

1,241

 

 

Purchases of property and equipment in accounts

    payable and accrued expenses on the

    consolidated balance sheets

$

394

 

 

$

129

 

 

 

 

 

Investor Contacts:

 


 

Dawn Wilson

(703) 520-1498

dawn.wilson@kldiscovery.com

 

Richard Simonelli

(202) 450-9516

richard.simonelli@kldiscovery.com

 

Media Contact:
Krystina Jones
(888) 811-3789
krystina.jones@kldiscovery.com

 

About KLDiscovery

KLDiscovery provides technology-enabled services and software to help law firms, corporations, government agencies and consumers solve complex data challenges. The company has 32 locations, nine data centers and 18 data recovery labs across 18 countries and is a global leader in delivering best-in-class eDiscovery, information governance and data recovery solutions to support the litigation, regulatory compliance, internal investigation and data recovery and management needs of our clients. Serving clients for over 30 years, KLDiscovery offers data collection and forensic investigation, early case assessment, electronic discovery and data processing, application software and data hosting for web-based document reviews, and managed document review services. In addition, through its global Ontrack Data Recovery business, KLDiscovery delivers world-class data recovery, email extraction and restoration, data destruction and tape management. KLDiscovery has been recognized as one of the fastest growing companies in North America by both Inc. Magazine (Inc. 5000) and Deloitte (Deloitte's Technology Fast 500) and CEO Chris Weiler was recognized as a 2014 Ernst & Young Entrepreneur of the Year™. Additionally, KLDiscovery is a Relativity Certified Partner and maintains ISO/IEC 27001 Certified data centers around the world. For more information, please email info@kldiscovery.com or visit www.kldiscovery.com.

This press release includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding KLDiscovery’s future financial and business performance, attractiveness of KLDiscovery’s product offerings and platform and the value proposition of KLDiscovery’s products, are forward-looking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

 

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside KLDiscovery’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: KLDiscovery’s potential failure to comply with privacy and information security regulations governing the client datasets it processes and stores; the outbreak of disease or similar public health threat, such as COVID-19; KLDiscovery’s ability to operate in highly competitive markets, and potential adverse effects of this competition; risk of decreased revenues if KLDiscovery does not adapt its pricing models; the ability to deliver products and services following a disaster or business continuity event; potential disruption of KLDiscovery’s products, offerings, website and networks; the ability to attract, motivate and retain qualified employees, including members of KLDiscovery’s senior management team; the ability to maintain a high level of client service and expand operations;

potential issues with KLDiscovery’s product offerings that could cause legal exposure, reputational damage and an inability to deliver services; KLDiscovery’s ability to develop new products, improve existing products and adapt its business model to keep pace with industry trends; risk that KLDiscovery’s products and services fail to interoperate with third-party systems; potential unavailability of third-party technology that KLDiscovery uses in its products and services; difficulties resulting from KLDiscovery’s implementation of new consolidated business systems; the ability to comply with various trade restrictions, such as sanctions and export controls, resulting from KLDiscovery’s international operations; potential intellectual property infringement claims; and KLDiscovery’s substantial indebtedness. These risks and other factors discussed in the “Risk Factors” section of KLDiscovery’s Annual Report on Form 10-K filed with the Securities Exchange Commission (“SEC”) and any other reports KLDiscovery files with the SEC could cause actual results to differ materially from those expressed or implied by forward-looking statements made by KLDiscovery or on our behalf.

 

 


 

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  All statements speak only as of the date made, and unless legally required, KLDiscovery undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

Non-GAAP Financial Measures

In addition to providing financial measurements based on accounting principles generally accepted in the United States of America (“GAAP”), this earnings press release includes additional financial measures that are not prepared in accordance with GAAP (“non-GAAP”), including EBTIDA and Adjusted EBITDA. We believe that these measures are relevant and provide useful supplemental information to investors by providing a baseline for evaluation and comparing our operating performance against that of other companies in our industry.

The non- GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies and in the future, we may disclose different non- GAAP financial measures in order to help our investors meaningfully evaluate and compare our results of operations to our previously reported results of operations or to those of other companies in our industry. We believe these non- GAAP financial measures reflect our ongoing operating performance because the isolation of non-cash charges, such as amortization and depreciation, and other items, such as interest, income taxes, management fees and equity compensation, acquisition and transaction costs, restructuring costs, systems establishment and costs associated with strategic initiatives which are incurred outside the ordinary course of our business, provides information about our cost structure and helps us to track our operating progress. We encourage investors and potential investors to carefully review the GAAP financial information and compare them with our EBITDA and adjusted EBITDA.

Adjusted EBITDA

We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. We view adjusted EBITDA as our operating performance measure and as such, we believe that the most directly comparable GAAP financial measure is net loss. In calculating adjusted EBITDA, we exclude from net loss certain items that we believe are not reflective of our ongoing business and exclusion of these items allows us to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions:

 

Acquisition, financing and transaction costs generally represented by non-ordinary course earn-out valuation changes, rating agency fees, letter of credit and revolving facility fees, as well as professional service fees and direct expenses related to acquisitions. Because we do not acquire businesses on a predictable cycle, we do not consider the amount of acquisition- and integration-related costs to be a representative component of the day-to-day operating performance of our business.

 

 

Strategic initiatives expenses relate to costs resulting from pursuing strategic business opportunities. We do not consider the amounts to be representative of the day-to-day operating performance of our business.

 

 

Management fees, stock compensation and other primarily represents consulting fees and portion of compensation paid to our employees and executives through stock-based instruments. Determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expenses recorded may not align with the actual value realized upon the future exercise or termination of the related stock-based awards. Therefore, we believe it is useful to exclude stock-based compensation to better understand the long-term performance of our core business.

 


 

 

 

 

Restructuring costs generally represent non-ordinary course costs incurred in connection with a change in a contract or a change in the makeup of our personnel often related to an acquisition. We do not consider the amount of restructuring costs to be a representative component of the day-to-day operating performance of our business.

 

 

Systems establishment costs relate to non-ordinary course expenses incurred to develop our IT infrastructure, including system automation and enterprise resource planning system implementation. We do not consider the amount to be representative of a component of the day-to-day operating performance of our business.