UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2020
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to .
Commission file number 001-39313
SHIFT4 PAYMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
|
|
84-3676340 |
|
(State or other jurisdiction of incorporation or organization) |
|
|
(I.R.S. Employer Identification No.) |
|
2202 N. Irving Street Allentown, Pennsylvania |
|
|
18109 |
|
(Address of principal executive offices) |
|
|
(Zip Code) |
(Registrant’s telephone number, including area code): (888) 276-2108
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
Class A Common Stock, $0.0001 par value per share |
FOUR |
The New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
|
Emerging growth company |
☒ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No ☒
As of August 6, 2020, there were 18,693,653 shares of the registrant’s Class A common stock, $0.0001 par value per share, outstanding, 39,204,989 shares of the registrant’s Class B common stock, $0.0001 par value per share, outstanding and 20,139,163 shares of the registrant’s Class C common stock, $0.0001 par value per share, outstanding.
SHIFT4 PAYMENTS, INC.
|
|
|
PART I. FINANCIAL INFORMATION
|
Page Number |
|
|
Item 1 |
4 |
|
|
|
|
4 |
|
|
|
|
5 |
|
|
|
|
6 |
|
|
|
|
8 |
|
|
|
|
9 |
|
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
29 |
|
|
Item 3. |
44 |
|
|
|
Item 4. |
44 |
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
Item 1. |
45 |
|
|
|
Item 1A. |
45 |
|
|
|
Item 2. |
71 |
|
|
|
Item 3. |
71 |
|
|
|
Item 4. |
71 |
|
|
|
Item 5. |
71 |
|
|
|
Item 6. |
71 |
|
|
|
73 |
||
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Quarterly Report, including statements relating to our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures and debt service obligations, and the anticipated impact of the novel coronavirus, or COVID-19, on our business, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.
You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
3
PART I: FINANCIAL INFORMATION``
Item 1: Financial Statements (unaudited)
SHIFT4 PAYMENTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (in millions, except share and per share amounts)
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2020 |
|
|
2019 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
244.0 |
|
|
$ |
3.7 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $5.3 in 2020 (2019 - $2.5) |
|
|
68.6 |
|
|
|
78.6 |
|
|
Contract assets, net of allowance for doubtful accounts of $- in 2020 (2019 - $2.9) (Note 3) |
|
|
— |
|
|
|
6.8 |
|
|
Inventory (Note 5) |
|
|
8.4 |
|
|
|
8.5 |
|
|
Prepaid expenses and other current assets (Note 11) |
|
|
11.0 |
|
|
|
8.8 |
|
|
Total current assets |
|
|
332.0 |
|
|
|
106.4 |
|
|
Noncurrent assets |
|
|
|
|
|
|
|
|
|
Goodwill (Note 6) |
|
|
422.0 |
|
|
|
421.3 |
|
|
Other intangible assets, net (Note 7) |
|
|
192.2 |
|
|
|
213.2 |
|
|
Capitalized acquisition costs, net (Note 8) |
|
|
29.3 |
|
|
|
26.4 |
|
|
Equipment under lease (Note 3) |
|
|
23.3 |
|
|
|
— |
|
|
Property, plant and equipment, net (Note 9) |
|
|
14.2 |
|
|
|
15.4 |
|
|
Contract assets, net of allowance for doubtful accounts of $- in 2020 (2019 - $1.7) (Note 3) |
|
|
— |
|
|
|
3.9 |
|
|
Deferred tax assets (Note 13) |
|
|
— |
|
|
|
— |
|
|
Other noncurrent assets |
|
|
1.3 |
|
|
|
1.4 |
|
|
Total noncurrent assets |
|
|
682.3 |
|
|
|
681.6 |
|
|
Total assets |
|
$ |
1,014.3 |
|
|
$ |
788.0 |
|
|
Liabilities and Members' Deficit/Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Current portion of debt (Note 10) |
|
$ |
2.6 |
|
|
$ |
5.3 |
|
|
Accounts payable |
|
|
64.8 |
|
|
|
58.1 |
|
|
Accrued expenses and other current liabilities (Note 11) |
|
|
24.4 |
|
|
|
60.9 |
|
|
Deferred revenue (Note 3) |
|
|
8.2 |
|
|
|
5.6 |
|
|
Total current liabilities |
|
|
100.0 |
|
|
|
129.9 |
|
|
Noncurrent liabilities |
|
|
|
|
|
|
|
|
|
Long-term debt (Note 10) |
|
|
437.4 |
|
|
|
635.1 |
|
|
Deferred tax liability (Note 13) |
|
|
3.7 |
|
|
|
4.1 |
|
|
Other noncurrent liabilities (Note 4) |
|
|
2.6 |
|
|
|
4.8 |
|
|
Total noncurrent liabilities |
|
|
443.7 |
|
|
|
644.0 |
|
|
Total liabilities |
|
|
543.7 |
|
|
|
773.9 |
|
|
Commitments and contingencies (Note 16) |
|
|
|
|
|
|
|
|
|
Redeemable preferred units, $100,000 par value; 430 shares authorized, issued and outstanding at December 31, 2019 (Note 17) |
|
|
— |
|
|
|
43.0 |
|
|
Members' deficit - Shift4 Payments, LLC (Note 18) |
|
|
|
|
|
|
|
|
|
Class A Common units, $0 par value; 100,000 shares authorized, issued and outstanding at December 31, 2019 |
|
|
— |
|
|
|
— |
|
|
Class B Common units, $323 par value; 1,010 shares authorized, issued and outstanding at December 31, 2019 |
|
|
— |
|
|
|
0.3 |
|
|
Members' equity |
|
|
— |
|
|
|
149.2 |
|
|
Stockholders' equity - Shift4 Payments, Inc. (Note 18) |
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 20,000,000 shares authorized at June 30, 2020, none issued and outstanding |
|
|
— |
|
|
|
— |
|
|
Class A common stock, $0.0001 par value per share, 300,000,000 shares authorized, 18,693,653 shares issued and outstanding at June 30, 2020 |
|
|
— |
|
|
|
— |
|
|
Class B common stock, $0.0001 par value per share, 100,000,000 shares authorized, 39,204,989 shares issued and outstanding at June 30, 2020 |
|
|
— |
|
|
|
— |
|
|
Class C common stock, $0.0001 par value per share, 100,000,000 shares authorized, 20,139,163 shares issued and outstanding at June 30, 2020 |
|
|
— |
|
|
|
— |
|
|
Additional paid-in capital |
|
|
517.7 |
|
|
|
— |
|
|
Retained deficit |
|
|
(257.6 |
) |
|
|
(178.4 |
) |
|
Total members' deficit/stockholders' equity attributable to Shift4 Payments, Inc. |
|
|
260.1 |
|
|
|
(28.9 |
) |
|
Noncontrolling interests |
|
|
210.5 |
|
|
|
— |
|
|
Total members deficit/stockholders' equity |
|
|
470.6 |
|
|
|
(28.9 |
) |
|
Total liabilities and members' deficit/stockholders' equity |
|
$ |
1,014.3 |
|
|
$ |
788.0 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
4
SHIFT4 PAYMENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (in millions, except share and per share amounts)
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Gross revenue |
|
$ |
141.8 |
|
|
$ |
180.5 |
|
|
$ |
341.2 |
|
|
$ |
335.5 |
|
|
Cost of sales |
|
|
109.5 |
|
|
|
136.9 |
|
|
|
264.4 |
|
|
|
253.3 |
|
|
Gross profit |
|
|
32.3 |
|
|
|
43.6 |
|
|
|
76.8 |
|
|
|
82.2 |
|
|
General and administrative expenses |
|
|
89.2 |
|
|
|
26.1 |
|
|
|
111.5 |
|
|
|
52.6 |
|
|
Depreciation and amortization expense |
|
|
10.4 |
|
|
|
9.8 |
|
|
|
20.9 |
|
|
|
19.6 |
|
|
Professional fees |
|
|
1.2 |
|
|
|
2.0 |
|
|
|
2.9 |
|
|
|
3.8 |
|
|
Advertising and marketing expenses |
|
|
0.8 |
|
|
|
1.4 |
|
|
|
2.1 |
|
|
|
2.8 |
|
|
Restructuring expenses (Note 4) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
Other operating (income) expense, net (Note 3) |
|
|
(12.4 |
) |
|
|
— |
|
|
|
(12.4 |
) |
|
|
— |
|
|
Total operating expenses |
|
|
89.3 |
|
|
|
39.4 |
|
|
|
125.3 |
|
|
|
79.1 |
|
|
(Loss) income from operations |
|
|
(57.0 |
) |
|
|
4.2 |
|
|
|
(48.5 |
) |
|
|
3.1 |
|
|
Loss on extinguishment of debt (Note 10) |
|
|
(7.1 |
) |
|
|
— |
|
|
|
(7.1 |
) |
|
|
— |
|
|
Other income, net |
|
|
0.2 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
0.9 |
|
|
Interest expense |
|
|
(11.7 |
) |
|
|
(12.7 |
) |
|
|
(25.0 |
) |
|
|
(25.2 |
) |
|
Loss before income taxes |
|
|
(75.6 |
) |
|
|
(7.8 |
) |
|
|
(80.5 |
) |
|
|
(21.2 |
) |
|
Income tax benefit (provision) (Note 13) |
|
|
0.6 |
|
|
|
(0.4 |
) |
|
|
0.3 |
|
|
|
(0.5 |
) |
|
Net loss (1) |
|
|
(75.0 |
) |
|
$ |
(8.2 |
) |
|
|
(80.2 |
) |
|
$ |
(21.7 |
) |
|
Net loss attributable to noncontrolling interests (2) |
|
|
(1.0 |
) |
|
|
|
|
|
|
(1.0 |
) |
|
|
|
|
|
Net loss attributable to Shift4 Payments, Inc. (3) |
|
$ |
(74.0 |
) |
|
|
|
|
|
$ |
(79.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share: (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A net loss per share |
|
$ |
(0.03 |
) |
|
|
|
|
|
$ |
(0.03 |
) |
|
|
|
|
|
Weighted average common stock outstanding |
|
|
19,002,563 |
|
|
|
|
|
|
|
19,002,563 |
|
|
|
|
|
|
Class C net loss per share |
|
$ |
(0.03 |
) |
|
|
|
|
|
$ |
(0.03 |
) |
|
|
|
|
|
Weighted average common stock outstanding |
|
|
20,139,163 |
|
|
|
|
|
|
|
20,139,163 |
|
|
|
|
|
|
(1) |
Net loss is equal to comprehensive loss. |
|
(2) |
Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests. |
|
(3) |
Net loss attributable Shift4 Payments, Inc.is equal to comprehensive loss attributable to Shift4 Payments, Inc. |
|
(4) |
Represents basic and diluted loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through June 30, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 22 for additional information on basic and diluted loss per share. |
See accompanying notes to unaudited condensed consolidated financial statements.
5
SHIFT4 PAYMENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS AND MEMBERS’ DEFICIT/ STOCKHOLDERS’ EQUITY
(Unaudited) (in millions, except units and shares)
|
|
Redeemable Preferred Units |
|
|
|
Class A Common Units |
|
Class B Common Units |
|
Class A Common Stock |
|
Class B Common Stock |
|
Class C Common Stock |
|
Additional |
|
|
|
|
|
|
|
|
|
|
Total |
|
||||||||||||||||||||||||||
|
|
Units |
|
Amount |
|
|
|
Units |
|
Amount |
|
Units |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
paid-in capital |
|
Members' Equity |
|
Retained Deficit |
|
Noncontrolling Interests |
|
(deficit) equity |
|
|||||||||||||||||
|
Balances at December 31, 2019 |
|
430 |
|
$ |
43.0 |
|
|
|
|
100,000 |
|
$ |
— |
|
|
1,010 |
|
$ |
0.3 |
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
- |
|
$ |
— |
|
$ |
— |
|
$ |
149.2 |
|
$ |
(178.4 |
) |
$ |
— |
|
$ |
(28.9 |
) |
|
Net loss |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5.2 |
) |
|
— |
|
|
(5.2 |
) |
|
Capital distributions |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1 |
) |
|
— |
|
|
— |
|
|
(0.1 |
) |
|
Preferred return on redeemable preferred units |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.2 |
) |
|
— |
|
|
— |
|
|
(1.2 |
) |
|
Balances at March 31, 2020 |
|
430 |
|
|
43.0 |
|
|
|
|
100,000 |
|
|
— |
|
|
1,010 |
|
|
0.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
147.9 |
|
|
(183.6 |
) |
|
— |
|
|
(35.4 |
) |
|
Net loss prior to Reorganization Transactions, IPO and concurrent private placement |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(72.9 |
) |
|
— |
|
|
(72.9 |
) |
|
Capital distributions |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.4 |
) |
|
— |
|
|
— |
|
|
(0.4 |
) |
|
Preferred return on redeemable preferred units |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.9 |
) |
|
— |
|
|
— |
|
|
(0.9 |
) |
|
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement |
|
430 |
|
|
43.0 |
|
|
|
|
100,000 |
|
|
— |
|
|
1,010 |
|
|
0.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
146.6 |
|
|
(256.5 |
) |
|
— |
|
|
(109.6 |
) |
|
Reorganization transactions |
|
(430 |
) |
|
(43.0 |
) |
|
|
|
(100,000 |
) |
|
— |
|
|
(1,010 |
) |
|
(0.3 |
) |
|
528,150 |
|
|
— |
|
|
39,204,989 |
|
|
— |
|
|
15,513,817 |
|
|
— |
|
|
189.9 |
|
|
(146.6 |
) |
|
— |
|
|
— |
|
|
43.0 |
|
|
Preferred dividends settled with LLC interests |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.3 |
|
|
Issuance of common stock in IPO and concurrent private placement |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,250,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,625,346 |
|
|
— |
|
|
463.8 |
|
|
— |
|
|
— |
|
|
— |
|
|
463.8 |
|
|
Allocation of equity to noncontrolling interests |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(211.5 |
) |
|
— |
|
|
— |
|
|
211.5 |
|
|
— |
|
|
Issuance of common stock for change of control contingent liabilities |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
915,503 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
21.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
21.1 |
|
|
Issuance of restricted stock units for change of control contingent liabilities |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.1 |
|
|
Equity-based compensation |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
50.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
50.0 |
|
|
Net loss subsequent to Reorganization Transactions, IPO and concurrent private placement |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.1 |
) |
|
(1.0 |
) |
|
(2.1 |
) |
|
Balances at June 30, 2020 |
|
— |
|
$ |
— |
|
|
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
18,693,653 |
|
$ |
— |
|
|
39,204,989 |
|
$ |
— |
|
|
20,139,163 |
|
$ |
— |
|
$ |
517.7 |
|
$ |
— |
|
$ |
(257.6 |
) |
$ |
210.5 |
|
$ |
470.6 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
6
SHIFT4 PAYMENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS AND MEMBERS’ DEFICIT/ STOCKHOLDERS’ EQUITY (continued)
(Unaudited) (in millions, except units and shares)
|
|
Redeemable Preferred Units |
|
|
|
|
|
Class A Common Units |
|
Class B Common Units |
|
Members' |
|
Retained |
|
|
|
|
||||||||||||||
|
|
Units |
|
Amount |
|
|
|
|
|
Units |
|
Amount |
|
Units |
|
Amount |
|
Equity |
|
Deficit |
|
Total |
|
|||||||||
|
Balances at December 31, 2018 |
|
430 |
|
$ |
43.0 |
|
|
|
|
|
|
100,000 |
|
$ |
— |
|
|
1,010 |
|
$ |
0.3 |
|
$ |
154.4 |
|
$ |
(113.3 |
) |
$ |
41.4 |
|
|
Net loss |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13.5 |
) |
|
(13.5 |
) |
|
Preferred return on redeemable preferred units |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.2 |
) |
|
— |
|
|
(1.2 |
) |
|
Cumulative effect of ASC 606 adoption |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7.0 |
) |
|
(7.0 |
) |
|
Balances at March 31, 2019 |
|
430 |
|
|
43.0 |
|
|
|
|
|
|
100,000 |
|
|
— |
|
|
1,010 |
|
|
0.3 |
|
|
153.2 |
|
|
(133.8 |
) |
|
19.7 |
|
|
Net loss |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8.2 |
) |
|
(8.2 |
) |
|
Capital distributions |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1 |
) |
|
— |
|
|
(0.1 |
) |
|
Preferred return on redeemable preferred units |
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.3 |
) |
|
— |
|
|
(1.3 |
) |
|
Balances at June 30, 2019 |
|
430 |
|
$ |
43.0 |
|
|
|
|
|
|
100,000 |
|
$ |
— |
|
|
1,010 |
|
$ |
0.3 |
|
$ |
151.8 |
|
$ |
(142.0 |
) |
$ |
10.1 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in millions)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Operating activities |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(80.2 |
) |
|
$ |
(21.7 |
) |
|
Adjustment to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
35.8 |
|
|
|
30.2 |
|
|
Amortization of capitalized financing costs |
|
|
2.1 |
|
|
|
1.9 |
|
|
Loss on extinguishment of debt |
|
|
7.1 |
|
|
|
— |
|
|
Deferred income taxes |
|
|
(0.4 |
) |
|
|
0.4 |
|
|
Provision for bad debts |
|
|
5.4 |
|
|
|
2.5 |
|
|
Revaluation of contingent liabilities |
|
|
(7.0 |
) |
|
|
6.8 |
|
|
Impairment on software development costs |
|
|
0.4 |
|
|
|
— |
|
|
Equity-based compensation expense |
|
|
50.0 |
|
|
|
— |
|
|
Other noncash items |
|
|
(0.1 |
) |
|
|
(0.7 |
) |
|
Impact of lease modifications |
|
|
(12.4 |
) |
|
|
— |
|
|
Change in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|||||||