FIRST BENEFIT: Administration’s dialogue and evaluation of the monetary place and working outcomes. (type 10-Q)

The next dialogue and evaluation of First Benefit Companies' monetary
situation and outcomes of operations is offered as a complement to the condensed
consolidated monetary statements for the three and 6 months ended June 30,
2021, and needs to be learn along with the audited consolidated monetary
statements for the yr ended December 31, 2020, the condensed consolidated
monetary statements for the three months ended March 31, 2021, our "Threat
Components," and "Administration's Dialogue and Evaluation of Monetary Situation and
Outcomes of Operations" included in our Registration Assertion on Kind S-1,
initially filed with the SEC on Might 28, 2021, as amended (Reg. No. 333-256622).

Ahead-looking statements

This Quarterly Report on Kind 10-Q incorporates "forward-looking statements" inside
the that means of the Personal Securities Litigation Reform Act of 1995. These
forward-looking statements replicate our present views with respect to, amongst
different issues, our operations and monetary efficiency. Ahead-looking
statements embody all statements that aren't historic information. These
forward-looking statements relate to issues equivalent to our trade, enterprise
technique, objectives and expectations regarding our market place, future
operations, margins, profitability, capital expenditures, liquidity and capital
assets and different monetary and working data. In some circumstances, you may
establish these forward-looking statements by means of phrases equivalent to
"anticipate," "assume," "imagine," "proceed," "may," "estimate," "anticipate,"
"intend," "might," "plan," "potential," "predict," "undertaking," "future," "will,"
"search," "foreseeable," the unfavourable model of those phrases, or comparable phrases and
phrases.

These forward-looking statements are topic to numerous dangers, uncertainties,
assumptions or modifications in circumstances which might be tough to foretell or
quantify. Such dangers and uncertainties embody, however aren't restricted to, the
following: the impression of COVID-19 and associated dangers on our outcomes of
operations, monetary place and/or liquidity; our operations in a extremely
regulated trade and the truth that we're topic to quite a few and evolving
legal guidelines and laws, together with with respect to non-public knowledge and knowledge safety;
our reliance on third-party knowledge suppliers; unfavourable modifications in exterior occasions
past our management, together with our prospects' onboarding volumes, financial
drivers that are delicate to macroeconomic cycles, and the COVID-19 pandemic;
potential hurt to our enterprise, model and status because of safety
breaches, cyber-attacks or the mishandling of non-public knowledge; the continued
integration of our platforms and options with human useful resource suppliers equivalent to
applicant monitoring methods and human capital administration methods in addition to our
relationships with such human useful resource suppliers; disruptions, outages or different
errors with our know-how and community infrastructure, together with our knowledge
facilities, servers and third-party cloud and web suppliers and our migration
to the cloud; our means to acquire, keep, shield and implement our
mental property and different proprietary data; our substantial
indebtedness may adversely have an effect on our means to boost extra capital to
fund our operations, restrict our means to react to modifications within the economic system or our
trade, and stop us from assembly our obligations; and our Sponsor (Silver
Lake Group, L.L.C., along with its associates, successors and assignees)
controls us and should have pursuits that battle with ours or these of our
stockholders.

For extra data on these and different elements that might trigger First
Benefit's precise outcomes to vary materially from anticipated outcomes, please
see our prospectus, dated June 22, 2021, filed with the Securities and Alternate
Fee (the "SEC") pursuant to Rule 424(b)(4) of the Securities Act of 1933,
as such elements could also be up to date sometimes in our periodic filings with
the SEC, that are accessible on the SEC's web site at www.sec.gov. The
forward-looking statements included on this Quarterly Report on Kind 10-Q communicate
solely as of the date of this Kind 10-Q, and we undertake no obligation to
publicly replace or evaluation any forward-looking assertion, whether or not because of
new data, future developments, or in any other case, besides as required by regulation.

Glossary of the chosen terminology

The next phrases are used on this Kind 10-Q, until in any other case specified or indicated by the context:

?
"Enterprise prospects" means our prospects who contribute $500,000 or extra to
our revenues in a calendar yr;
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"First Benefit," the "Firm," "we," "us," and "our" imply the enterprise of
First Benefit
Company and its subsidiaries;
?
"professional forma" or "professional forma foundation" means giving impact to the Silver Lake
Transaction and the associated financing, which occurred on January 31, 2020 and is
additional described beneath; and
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"Silver Lake" imply Silver Lake Group, L.L.C., along with its associates,
successors, and assignees.



Web site and Social Media Disclosure

We use our web sites (https://fadv.com/ and https://buyers.fadv.com/) to
distribute firm data. The knowledge we put up on our web site could also be
deemed materials. Accordingly, buyers ought to monitor our web site, as well as
to following our press releases, filings with the Securities and Alternate
Fee ("SEC") and public convention calls and webcasts. As well as, you
might mechanically obtain electronic mail alerts and different details about First
Benefit whenever you enroll your electronic mail tackle by visiting the "Electronic mail Alerts"
part of our web site at https://buyers.fadv.com/. The contents of our
web sites and social media channels aren't, nonetheless, part of this Quarterly
Report on Kind 10-Q.

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Overview

First Benefit is a number one world supplier of know-how options for
screening, verifications, security, and compliance associated to human capital. We
ship modern options and insights that assist our prospects handle threat
and rent the perfect expertise. Enabled by our proprietary know-how platform, our
merchandise and options assist firms shield their manufacturers and supply safer
environments for his or her prospects and their most essential assets: workers,
contractors, contingent staff, tenants, and drivers.

Our complete product suite contains Felony Background Checks, Drug /
Well being Screening, Prolonged Workforce Screening, Biometrics & Id, Schooling
/ Work Verifications, Resident Screening, Fleet / Driver Compliance, Govt
Screening, Knowledge Analytics, Steady Monitoring, Social Media Monitoring, and
Hiring Tax Incentives. We derive a considerable majority of our revenues from
pre-onboarding screening.

We carry out screening in over 200 nations and territories, enabling us to serve
as a one-stop-shop supplier to each multinational firms and development
firms. Our greater than 30,000 prospects are world enterprises, mid-sized, and
small firms, and our merchandise and options are utilized by personnel in
recruiting, human assets, threat, compliance, vendor administration, security, and/or
safety.

Our merchandise are offered each individually and bundled. The First Benefit
platform affords flexibility for patrons to specify which merchandise to incorporate
of their screening package deal, equivalent to Social Safety numbers, legal information,
training and work verifications, intercourse offender registry, and world sanctions.
Typically, our prospects order a bundled background screening package deal or
chosen mixture of screens associated to a single particular person earlier than they
onboard that particular person. The sort and mixture of merchandise and options we promote to a
buyer range by buyer measurement, their screening necessities and trade
vertical. Subsequently, order volumes aren't comparable throughout each prospects and
intervals. Pricing also can range significantly by buyer relying on the product
combine of their screening packages, order volumes, screening necessities and
preferences, pass-through and third-party out of pocket prices, and bundling of
merchandise.

We enter into contracts with our prospects which might be usually three years in
size. These contracts set forth the overall phrases and pricing of our merchandise
and options, however don't embody minimal order volumes or dedicated order
volumes. Accordingly, contracts don't present any ensures of future
revenues. Because of our contract phrases and the character of the background screening
trade, we decided our contract phrases for ASC 606 functions are lower than
one yr. By means of our ongoing dialogue with our prospects, we've some
visibility into their anticipated future volumes, though these will be tough
to precisely forecast. We usually invoice our prospects on the finish of every month
and acknowledge revenues as accomplished orders are reported or in any other case made
obtainable to our prospects. A considerable majority of buyer orders are
accomplished the identical day they're submitted.

We generated revenues of $174.8 million for the three months ended June 30, 2021
(Successor), as in comparison with $105.0 million for the three months ended June 30,
2020 (Successor). For the six months ended June 30, 2021 (Successor), we
generated revenues of $306.9 million, as in comparison with $215.8 million for the six
months ended June 30, 2020, on a professional forma foundation to provide impact to the Silver
Lake Transaction. These will increase have been pushed by the development within the general
economic system and hiring market, in addition to the addition of numerous massive new
prospects, upselling and cross-selling current prospects, and powerful,
broad-based demand throughout our current buyer base. Roughly 85% of our
2021 revenues for the six months ended June 30, 2021, was generated in North
America, predominantly within the U.S., with the remaining 15% generated in EMEA,
APAC, and India. Our income contribution outdoors of North America elevated as
a results of the UK screening enterprise acquisition which closed on March 31,
2021. Apart from the USA, no single nation accounted for 10% or extra
of our complete revenues through the three and 6 months ended June 30, 2021
(Successor). Please seek advice from "Outcomes of Operations" for additional particulars.

Presentation foundation

On January 31, 2020, Silver Lake acquired considerably all the fairness
pursuits of the Firm from Symphony Expertise Group ("STG") pursuant to an
Settlement and Plan of Merger, dated as of November 19, 2019 (the "Silver Lake
Transaction"). For the needs of the consolidated monetary knowledge included in
this Kind 10-Q, intervals on or previous to January 31, 2020 replicate the monetary
place, outcomes of operations, and money flows of the Firm and its
consolidated subsidiaries previous to the Silver Lake Transaction, referred to
herein because the Predecessor, and intervals starting after January 31, 2020 replicate
the monetary place, outcomes of operations and money flows of the Firm and
its consolidated subsidiaries because of the Silver Lake Transaction,
referred to herein because the Successor. On account of the Silver Lake Transaction,
the outcomes of operations and monetary place of the Predecessor and
Successor aren't instantly comparable.

To facilitate comparability throughout intervals, we've introduced on this
"Administration's Dialogue and Evaluation of Outcomes of Operations and Monetary
Situation" part sure monetary data on a professional forma foundation, giving
professional forma impact to the Silver Lake Transaction as if it had occurred on
January 1, 2020. Please seek advice from "Outcomes of Operations" for additional particulars.

The figures included on this Kind 10-Q have been topic to rounding changes. Subsequently, figures proven as totals in varied tables is probably not arithmetic aggregations of the figures previous them.

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Now we have a single working section.

Seasonality

We expertise seasonality with respect to sure buyer industries as a
results of fluctuations in hiring volumes and different financial exercise. For
instance, pre-onboarding revenues generated from our prospects within the retail and
transportation industries are traditionally highest through the September by means of
November months main as much as the vacation season and lowest initially of
the primary quarter following the vacation season. Sure prospects throughout varied
industries additionally traditionally ramp up their hiring all through the primary half of
the yr as winter concludes, business exercise tied to out of doors actions
will increase, and the college yr ends giving rise to pupil and graduate hiring.
As well as, condo rental exercise and related screening exercise
usually declines within the fourth quarter heading into the vacation season. We
anticipate that additional development in e-commerce, the continued digital transformation
of the economic system, and different financial forces together with the COVID-19 pandemic might
impression seasonality, however we're unable to foretell these potential shifts and the way
our enterprise could also be impacted.

Current developments

Preliminary public providing

On June 25, 2021, the Firm accomplished its IPO through which it offered 22,856,250
shares of its widespread inventory, together with 2,981,250 shares that have been offered pursuant
to the complete train of the underwriters' choice to buy extra shares,
$0.001 par worth per share (the "Frequent Inventory") at an providing value of $15.00
per share, leading to internet proceeds to us of $316.5 million, after deducting
the underwriting low cost of $22.3 million and providing bills of $4.0
million, $3.0 million of which was not paid as of June 30, 2021. Moreover,
sure current stockholders offered an combination of 6,468,750 shares, together with
843,750 shares that have been offered pursuant to the complete train of the underwriters'
choice to buy extra shares.

COVID-19[feminine[female

In March 2020, the World Well being Group characterised COVID-19 as a
pandemic. The COVID-19 pandemic and the following actions that varied governments
have taken in response have created vital worldwide uncertainty,
volatility, and financial disruption and has had vital and unpredictable
impacts on world labor markets. U.S. complete personal hiring volumes declined
considerably initially of the COVID-19 pandemic as many firms
rapidly diminished hiring amid associated uncertainty. The U.S. unemployment charge
spiked to fifteen% in April 2020, reflecting its highest charge for the reason that Nice
Despair. Sure of our current prospects diminished headcount, furloughed
workers, carried out hiring freezes, and diminished versatile workforces because of
declining enterprise situations which decreased their spending on background
screening. Sure sectors equivalent to journey, eating, and non-essential retail,
have been particularly impacted.

We imagine suppliers with massive publicity to attire, airline, lodge, in-person
meals & beverage, and SMB prospects have been closely impacted throughout 2020 after
COVID-19 pushed lockdowns and different measures have been taken. There have been various
levels of restoration throughout these sectors in 2020. First Benefit's revenues
declined roughly 14% year-over-year within the second quarter of 2020 as
prospects diminished order volumes on the onset of the pandemic. Particularly, we
noticed larger income declines amongst our worldwide prospects. In response, we
enacted hiring reductions, diminished versatile labor, and took different precautionary
price actions. We rapidly mobilized our world operations to transition to a
work-from-home mannequin and prioritized our order processing capability to fulfill the
quantity calls for of consumers that also had sturdy hiring quantity. For a brief
time frame on the onset of the pandemic, we skilled operational
disruptions because of courtroom closures and unavailability of sure knowledge sources
that resulted in longer turnaround instances and relying on our prospects'
preferences, delayed or required modification of buyer deliverables. We additionally
incurred incremental prices of roughly $0.9 million in 2020 and $0.1
million within the six months ended June 30, 2021 in reference to the COVID-19
pandemic, together with prices associated to furloughs and severance, elevated
additional time, and private protecting tools.

Regardless of the pandemic and excessive U.S. unemployment charges, our enterprise recovered in
the third quarter of 2020. Our efficiency was pushed by our deal with and
energy with Enterprise prospects in various and sturdy sectors equivalent to
e-commerce, important retail, transportation and residential supply, and new buyer
wins. We have been additionally nimble in launching new merchandise in response to COVID-19,
equivalent to digital drug testing.

We imagine {that a} continued financial rebound will assist drive sturdy hiring
volumes and demand globally in 2021 and that we'll proceed to expertise
sturdy demand from our current prospects. We additionally anticipate that over time because the
COVID-19 pandemic abates, demand from our worldwide prospects and our
prospects in closely impacted sectors will return to extra normalized ranges.
Nevertheless, the period and severity of the COVID-19 pandemic and the long-term
results the pandemic can have on our prospects and basic financial situations
stays unsure and tough to foretell.

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Lately printed accounting requirements

See word 2 of the condensed consolidated monetary statements for data on the impression that current accounting pronouncements might have on the condensed consolidated monetary statements.

Parts of our working outcomes

Earnings

The Firm derives revenues from quite a lot of screening and adjoining merchandise
that cowl phases from pre-onboarding screening to post-onboarding screening
after the worker, prolonged employee, driver, or volunteer has been onboarded. We
typically classify our merchandise and options into three main classes:
pre-onboarding, post-onboarding, and adjoining merchandise, every of which is enabled
by our know-how platform, proprietary databases, and knowledge analytics
capabilities. Pre-onboarding merchandise, which comprise the substantial majority
of our revenues, are comprised of an intensive array of merchandise that prospects
usually make the most of to reinforce their analysis course of and guarantee compliance with
their onboarding standards from the time a job or different software is submitted
to an applicant's profitable onboarding. Put up-onboarding merchandise are comprised
of steady monitoring and re-screening options to assist our prospects hold
their finish prospects, workforces, and different stakeholders protected, productive, and
compliant. Adjoining merchandise embody merchandise that complement our pre-onboarding
and post-onboarding options equivalent to fleet / automobile compliance, tax credit
and incentives, resident / tenant screening, and investigative screening.

Our suite of merchandise is on the market individually or by means of bundled options
that may be configured and tailor-made in keeping with our prospects' wants. We
usually invoice our prospects on the finish of every month and acknowledge revenues
after accomplished orders are reported or in any other case made obtainable to our
prospects. A considerable majority of buyer orders are accomplished the identical day
they're submitted. We equally acknowledge revenues for different merchandise as
prospects obtain and devour the advantages of the merchandise and options
delivered.

Working Bills

We incur the next bills associated to our price of working earnings and bills:

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Value of Companies: Consists of quantities paid to 3rd events for entry to
authorities information, different third-party knowledge and companies, and our inner
processing success and buyer care features. As well as, price of
companies embody bills from our drug screening lab and assortment website
community in addition to our courtroom runner community. Third-party price of companies are
largely variable in nature and are usually invoiced to our prospects as direct
pass-through prices. Value of companies additionally contains our salaries and advantages
expense for personnel concerned within the processing and fulfilment of our screening
merchandise and options, in addition to our buyer care group and robotics
course of automation implementation crew. Different prices included in price of companies
embody an allocation of sure overhead prices for our revenue-generating
merchandise and options, primarily consisting of sure facility prices and
administrative companies allotted by headcount or one other associated metric. We do
not allocate depreciation and amortization to price of companies.
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Product and Expertise Expense: Consists of salaries and advantages of personnel
concerned within the upkeep of our know-how platform and its integrations and
APIs, product advertising, administration of our community and infrastructure
capabilities, and upkeep of our data safety and enterprise
continuity features. A portion of the personnel prices, are associated to the
growth of latest merchandise and options which might be primarily developed by means of
Agile methodologies. These prices are partially capitalized, and subsequently, are
partially mirrored as amortization expense throughout the depreciation and
amortization price line merchandise. Product and know-how expense additionally contains
third-party prices associated to our cloud computing companies, software program licensing
and upkeep, telecommunications, and different knowledge processing features. We do
not allocate depreciation and amortization to product and know-how expense.
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Promoting, Normal, and Administrative Expense: Consists of gross sales, buyer
success, advertising, and basic and administrative bills. Gross sales, buyer
success, and advertising consists primarily of worker compensation equivalent to
salaries, bonuses, gross sales commissions, stock-based compensation, and different
worker advantages for our verticalized Gross sales and Buyer Success groups. Normal
and administrative bills embody journey bills and varied company
features together with finance, human assets, authorized, and different administrative
roles, along with sure skilled service charges incurred whereas getting ready
for our IPO. We anticipate our promoting, basic, and administrative bills to
enhance within the short-term, primarily because of extra public firm
associated reporting and compliance prices. Over the long-term, we anticipate our
promoting, basic, and administrative bills to lower as a proportion of
revenues as we leverage our previous investments.

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Depreciation and Amortization: Property and tools consisting primarily of
capitalized software program prices, furnishings, {hardware}, and leasehold enhancements are
depreciated or amortized and mirrored as working bills. We additionally amortize
the capitalized prices of finite-life intangible property acquired in connection
with the Silver Lake Transaction and different enterprise combos. The
comparability of our working bills over time is affected by the elevated
depreciation and amortization recorded because of making use of buy
accounting on the time of the Silver Lake Transaction.

Now we have a versatile price construction that enables our enterprise to regulate rapidly to
the impacts of macroeconomic occasions and scale to fulfill the wants of enormous new
prospects. Working bills are influenced by the quantity of income and mixture of
prospects that contribute to our revenues for any given interval. As revenues
develop, we'd typically anticipate price of companies to develop in a similar way,
albeit influenced by the consequences of automation, productiveness, and different
effectivity initiatives in addition to buyer and product combine shifts. We recurrently
evaluation bills and investments within the context of income development and any shifts
we see in price of companies so as to align with our general monetary
aims. Whereas we anticipate working bills to extend in absolute {dollars}
to assist our continued development, we imagine that working bills will decline
steadily as a proportion of complete revenues sooner or later as our enterprise grows
and our working effectivity improves.

Different bills

Our different bills include the next:

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Curiosity Expense: Relates primarily to our debt service prices and, to a lesser
extent, the interest-related bills of our rate of interest swaps and the
curiosity on our capital lease obligations. Moreover, curiosity expense
contains the amortization of deferred financing prices.
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Curiosity Earnings: We earn curiosity earnings on our money and money equal
balances held in interest-bearing accounts. We additionally earn curiosity earnings on our
short-term investments that are fixed-time deposits having a maturity date
inside twelve months.
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Loss on Extinguishment of Debt: Displays losses on the extinguishment of sure
debt.
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Transaction Bills, Change in Management: Consists of transaction bills associated
to the change of management ensuing from the Silver Lake Transaction in addition to
transaction prices associated to different enterprise combos accomplished as a part of
our historic enterprise combos.

Provision for earnings taxes

Consists of home and international company earnings taxes associated to earnings from
our sale of companies, with statutory tax charges that differ by jurisdiction. Our
efficient tax charge could also be affected by many elements together with modifications in tax
legal guidelines, laws or charges, new interpretations of current legal guidelines or laws,
shifts within the allocation of earnings earned all through the world, and modifications in
general ranges of earnings earlier than tax. Particularly, the outcomes of the 2020 U.S.
presidential election may result in modifications in tax legal guidelines that might negatively
impression our efficient tax charge. President Biden has proposed a rise within the
U.S. company earnings tax charge from 21% to twenty-eight%, doubling the speed of tax on
sure earnings of international subsidiaries, and a 15% minimal tax on worldwide
e-book earnings, which collectively would enhance our efficient tax charge.

Outcomes of operations

The comparability of our working outcomes for the six months ended June 30,
2021 in comparison with the six months ended June 30, 2020 was impacted by our
accounting for the Silver Lake Transaction. The interval from January 1, 2020
by means of January 31, 2020 relate to the Predecessor and the interval from
February 1, 2020 by means of June 30, 2020 relate to the Successor. To facilitate
comparability of the six months ended June 30, 2021 to the six months ended
June 30, 2020, beneath we current the mix of consolidated outcomes from
January 1, 2020 to June 30, 2020, comprising the Successor consolidated outcomes
from February 1, 2020 to June 30, 2020, the Predecessor consolidated outcomes for
the interval from January 1, 2020 to January 31, 2020 and sure professional forma
changes that give impact to the Silver Lake Transaction and the associated
refinancing as if it had occurred on January 1, 2020 (professional forma outcomes for the
six months ended June 30, 2020). The professional forma data beneath has been
ready on a foundation in step with Article 11 of Regulation S-X, however doesn't
represent Article 11 professional forma data as a result of it solely presents the professional
forma six months ended June 30, 2020, reflecting the Silver Lake Transaction and
the associated refinancing as if they'd occurred as of January 1, 2020. We
current the professional forma six months ended June 30, 2020, to facilitate
comparability with the outcomes for the Successor six months ended June 30, 2020.
The knowledge contained beneath needs to be learn along with our
accompanying historic condensed consolidated monetary statements and the
associated notes.

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Comparability of Outcomes of Operations for the three months ended June 30, 2021
(Successor) and June 30, 2020 (Successor) and the six months ended June 30, 2021
(Successor) in comparison with the Interval from February 1, 2020 by means of June 30, 2020
(Successor) and the Interval from January 1, 2020 by means of January 31, 2020
(Predecessor)



                          Three-Month Interval                                           Six-Month Interval

                                                Successor                                 Predecessor
                                                                                                              Professional Forma
                                                                     Interval from          Interval from        Changes
                          Three         Three           Six          February 1,          January 1,           for the         Professional Forma
                         Months        Months         Months            2020                 2020            Six Months        Six Months
                          Ended         Ended          Ended           by means of              by means of             Ended            Ended
                        June 30,      June 30,       June 30,         June 30,            January 31,         June 30,          June 30,
(in 1000's)            2021          2020           2021             2020                 2020               2020              2020
Revenues                $ 174,826$ 104,993$ 306,896$     179,047$      36,785      $           -     $    215,832

Working Bills:
Value of companies
(unique of
depreciation and
amortization beneath)        84,868        52,404        150,813             89,220               20,265                  -          109,485
Product and
know-how expense         11,680         7,205         22,233             12,152                3,189                  -           15,341
Promoting, basic, and
administrative
expense                    25,075        15,014         49,053             27,299               11,235                  -           38,534
Depreciation and
amortization (a)           35,918        36,572         70,681             61,059                2,105              9,083           72,247
Whole working
bills                  157,541       111,195        292,780            189,730               36,794              9,083          235,607
Earnings (loss) from
operations                 17,285        (6,202 )       14,116            (10,683 )                 (9 )           (9,083 )        (19,775 )

Different Expense:
Curiosity expense (b)       10,467        13,816         17,281             26,699                4,514                394           31,607
Curiosity earnings               (15 )        (153 )         (112 )             (206 )                (25 )                -             (231 )
Loss on
extinguishment of
debt (c)                        -             -         13,938                  -               10,533            (10,533 )              -
Transaction bills,
change in management (d)           -             -              -              9,423               22,370            (22,370 )          9,423
Whole different expense        10,452        13,663         31,107             35,916               37,392            (32,509 )         40,799
Earnings (loss) earlier than
provision for earnings
taxes                       6,833       (19,865 )      (16,991 )          (46,599 )            (37,401 )           23,426          (60,574 )

Provision (profit) for earnings taxes 3,063 (3,499) (1,372) (8,419)

               (871 )            6,021           (3,269 )

Internet earnings (loss) $ 3,770$ (16,366)$ (15,619)$ (38,180)$ (36,530)$ 17,405$ (57,305)
Internet revenue margin (internet loss)

                        2.2 %       (15.6 )%        (5.1 )%           (21.3 )%             (99.3 )%               -            (26.6 )%




(a)

Check with Word 2(a) within the Notes to the Unaudited Supplemental Professional Forma
Monetary Info Introduced in Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations
(b)
Check with Word 2(c) within the Notes to the Unaudited Supplemental Professional Forma
Monetary Info Introduced in Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations
(c)
Check with Word 2(d) within the Notes to the Unaudited Supplemental Professional Forma
Monetary Info Introduced in Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations
(d)
Check with Word 2(b) within the Notes to the Unaudited Supplemental Professional Forma
Monetary Info Introduced in Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations
(e)
Check with Word 2(e) within the Notes to the Unaudited Supplemental Professional Forma
Monetary Info Introduced in Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations

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Earnings

                           Three-Month Interval                                         Six-Month Interval

                                                Successor                               Predecessor
                                                                                                           Professional Forma
                                                                    Interval from         Interval from       Changes
                           Three         Three          Six        

February 1st, January 1st, for the Professional Forma

                          Months        Months        Months           2020                2020           Six Months        Six Months
                           Ended         Ended         Ended          by means of             by means of            Ended            Ended
                         June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)             2021          2020          2021            2020                2020              2020              2020
Revenues                 $ 174,826$ 104,993$ 306,896$     179,047$      36,785     $           -     $    215,832

The earnings was $ 174.8 million for the three months ended June 30, 2021
(Successor), in comparison with $ 105.0 million for the three months ended June 30, 2020
(Successor). Turnover for the three months ended June 30, 2021 (Successor) elevated by $ 69.8 million, or 66.5%, in comparison with the three months ended
June 30, 2020 (Successor).

The rise in turnover is principally defined by:

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a internet enhance of $49.3 million in current buyer revenues, primarily pushed
by a powerful, broad-based restoration in demand as in comparison with the second quarter of
2020 which was probably the most impacted interval because of the COVID-19 pandemic,
elevated income development in key verticals and geographies, and on-going energy
in upselling and cross-selling. These current buyer will increase have been minimally
offset by the impression of misplaced accounts,
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elevated revenues of $13.4 million attributable to new prospects, and
?
elevated revenues of $7.1 million attributable to our acquisition.

Revenues have been $306.9 million for the six months ended June 30, 2021 (Successor),
in comparison with $179.0 million for the interval from February 1, 2020 by means of June 30,
2020 (Successor) and $36.8 million for the interval from January 1, 2020 by means of
January 31, 2020 (Predecessor). Income for the six months ended June 30, 2021
(Successor) elevated by $91.1 million, or 42.2%, in comparison with the six months
ended June 30, 2020, on a professional forma foundation after giving impact to the Silver Lake
Transaction.

The rise in turnover is principally because of:

?
a internet enhance of $60.0 million in current buyer revenues, primarily pushed
by a powerful, broad-based restoration in demand as in comparison with the second quarter of
2020 which was probably the most impacted interval because of the COVID-19 pandemic,
elevated income development in key verticals and geographies, and on-going energy
in upselling and cross-selling. These current buyer will increase have been minimally
offset by the impression of misplaced accounts,
?
elevated revenues of $24.0 million attributable to new prospects, and
?
elevated revenues of $7.1 million attributable to our acquisition.

The Firm skilled excessive demand amongst sure Enterprise prospects within the
important retail, e-commerce, and transportation and residential supply verticals,
significantly within the second half of 2020 and first half of 2021. Pricing was
comparatively secure throughout the intervals.

                                       31

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Value of companies

                            Three-Month Interval                                         Six-Month Interval

                                                 Successor                               Predecessor
                                                                                                            Professional Forma
                                                                     Interval from         Interval from       Changes
                            Three         Three          Six         February 1,         January 1,          for the          Professional Forma
                           Months        Months        Months           2020                2020            Six Months        Six Months
                            Ended         Ended         Ended          by means of             by means of            Ended             Ended
(in 1000's, besides     June 30,      June 30,      June 30,        June 30,           January 31,         June 30,          June 30,
percentages)                2021          2020          2021            2020                2020               2020              2020
Revenues                  $ 174,826$ 104,993$ 306,896$     179,047$      36,785     $            -     $    215,832
Value of companies             84,868        52,404       150,813            89,220              20,265                  -          109,485
Value of companies as a %
of income                     48.5 %        49.9 %        49.1 %            49.8 %              55.1 %                -             50.7 %




Value of companies was $84.9 million for the three months ended June 30, 2021
(Successor), in comparison with $52.4 million for the three months ended June 30, 2020
(Successor). Value of companies for the three months ended June 30, 2021
(Successor) elevated by $32.5 million, or 61.9%, in comparison with the three months
ended June 30, 2020 (Successor).

The rise in the price of companies is principally defined by:

?
a rise in variable third-party knowledge bills of $27.4 million as a direct
results of elevated revenues, and
?
a $4.7 million enhance in personnel associated bills in our operations and
customer support features because of extra operational assist
headcount to allow the Firm's excessive ranges of income development. This enhance
is additional impacted by the COVID-19 associated staffing and profit expense
discount actions taken within the second quarter of 2020 that didn't proceed into
2021.

Value of companies as a proportion of revenues was 48.5% for the three months
ended June 30, 2021 (Successor), in comparison with 49.9% for the three months ended
June 30, 2020 (Successor). The Firm was capable of proceed to enhance price of
companies leverage within the second quarter of 2021 because of working
efficiencies and robotic course of automation which helped management personnel
bills. We additionally had diminished journey prices because of COVID-19 associated
restrictions.

Value of companies was $150.8 million for the six months ended June 30, 2021
(Successor), in comparison with $89.2 million for the interval from February 1, 2020
by means of June 30, 2020 (Successor) and $20.3 million for the interval from
January 1, 2020 by means of January 31, 2020 (Predecessor). Value of companies for the
six months ended June 30, 2021 (Successor) elevated by $41.3 million, or 37.7%,
in comparison with the six months ended June 30, 2020, on a professional forma foundation after
giving impact to the Silver Lake Transaction.

The rise in the price of companies is principally because of:

?
a rise in variable third-party knowledge bills of $35.2 million as a direct
results of elevated revenues,
?
a $4.5 million enhance in personnel associated bills in our operations and
customer support features because of extra operational assist
headcount to allow the Firm's excessive ranges of income development, significantly in
the second quarter of 2021. This enhance is additional impacted by the COVID-19
associated staffing and profit expense discount actions taken within the second
quarter of 2020 that didn't proceed into 2021, and
?
international forex alternate losses of $1.0 million as a result of impression of international
alternate charge volatility.

The rise in the price of companies was partially offset by:

?

a $ 0.4 million lower in journey bills because of COVID-19 restrictions.

Value of companies as a proportion of revenues was 49.1% for the six months ended
June 30, 2021 (Successor), in comparison with 49.8% for the interval from February 1,
2020 by means of June 30, 2020 (Successor) and 55.1% for the interval from January 1,
2020 by means of January 31, 2020 (Predecessor). The Firm was capable of proceed to
enhance price of companies leverage within the first half of 2021 because of
working efficiencies and robotic course of automation which helped management
personnel bills. We additionally had diminished journey prices because of COVID-19
associated restrictions.

                                       32
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Product and know-how bills

                             Three-Month Interval                                          Six-Month Interval

                                                 Successor                                 Predecessor
                                                                                                              Professional Forma
                                                                       Interval from         Interval from       Changes
                            Three          Three           Six         February 1,         January 1,          for the         Professional Forma
                           Months          Months        Months           2020                2020           Six Months        Six Months
                            Ended          Ended          Ended          by means of             by means of            Ended            Ended
                          June 30,        June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)              2021            2020          2021            2020                2020              2020              2020
Product and know-how
expense                  $    11,680$    7,205$  22,233$      12,152$       3,189     $           -     $     15,341




Product and know-how expense was $11.7 million for the three months ended
June 30, 2021 (Successor), in comparison with $7.2 million for the three months ended
June 30, 2020 (Successor). Product and know-how expense for the three months
ended June 30, 2021 (Successor) elevated by $4.5 million, or 62.1%, in comparison with
the three months ended June 30, 2020 (Successor).

The rise in product and know-how bills is principally because of:

?
a $3.3 million enhance in personnel-related bills because of extra
investments made to reinforce our product, options, and know-how platform, and
?
a $0.8 million enhance in software program licensing associated bills.

Product and know-how expense was $22.2 million for the six months ended
June 30, 2021 (Successor), in comparison with $12.2 million interval from February 1,
2020 by means of June 30, 2020 (Successor) and $3.2 million for the interval from
January 1, 2020 by means of January 31, 2020 (Predecessor). Product and know-how
expense for the six months ended June 30, 2021 (Successor) elevated by $6.9
million, or 44.9%, in comparison with the six months ended June 30, 2020, on a professional
forma foundation after giving impact to the Silver Lake Transaction.

The rise in product and know-how bills is principally because of:

?
a $4.8 million enhance in personnel-related bills because of extra
investments made to reinforce our product, options, and know-how platform, and
?
a $2.0 million enhance in software program licensing bills.

                                       33

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Promoting, basic and administrative bills

                               Three-Month Interval                                         Six-Month Interval

                                                   Successor                                Predecessor
                                                                                                               Professional Forma
                                                                        Interval from         Interval from       Changes
                              Three          Three          Six         February 1,         January 1,          for the         Professional Forma
                              Months        Months        Months           2020                2020           Six Months        Six Months
                              Ended          Ended         Ended          by means of             by means of            Ended            Ended
                             June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)                 2021          2020          2021            2020                2020              2020              2020
Promoting, basic, and
administrative expense      $   25,075$  15,014$  49,053$      27,299$      11,235     $           -     $     38,534




Promoting, basic, and administrative expense was $25.1 million for the three
months ended June 30, 2021 (Successor), in comparison with $15.0 million for the three
months ended June 30, 2020 (Successor). Promoting, basic, and administrative
expense for the three months ended June 30, 2021 (Successor) elevated by $10.1
million, or 67.0%, in comparison with the three months ended June 30, 2020 (Successor).

Promoting, basic and administrative bills elevated primarily because of:

?
a $3.1 million enhance in commissions and bonus associated bills as a result of
Firm's improved working leads to 2021,
?
a $2.1 million enhance in stock-based compensation bills because of
efficiency associated vesting because of the IPO and incremental awards
granted along with the Firm's IPO,
?
a $1.8 million enhance in personnel associated bills primarily because of COVID-19
associated staffing and profit expense discount actions taken within the second
quarter of 2020 that didn't proceed into 2021,
?
a $0.6 million enhance in authorized bills (see Word 12 to the condensed
consolidated monetary statements), and
?
numerous different company bills that elevated primarily because of the
IPO and COVID-19 associated expense reductions within the second quarter of 2020 that
didn't proceed into 2021.

Promoting, basic, and administrative expense was $49.1 million for the six
months ended June 30, 2021 (Successor), in comparison with $27.3 million for the interval
from February 1, 2020 by means of June 30, 2020 (Successor) and $11.2 million for
the interval from January 1, 2020 by means of January 31, 2020 (Predecessor). Promoting,
basic, and administrative expense for the six months ended June 30, 2021
(Successor) elevated by $10.5 million, or 27.3%, in comparison with the six months
ended June 30, 2020, on a professional forma foundation after giving impact to the Silver Lake
Transaction.

Promoting, basic and administrative bills elevated primarily because of:

?
a $4.1 million enhance in commissions and bonus associated bills as a result of
Firm's improved working leads to 2021,
?
a $4.0 million enhance in skilled service charges incurred associated to the
Firm's IPO,
?
a $1.6 million enhance in personnel associated bills primarily because of COVID-19
associated staffing and profit expense discount actions taken within the second
quarter of 2020 that didn't proceed into 2021,
?
a $1.1 million enhance in authorized bills (see Word 12 to the condensed
consolidated monetary statements), and
?
numerous different company bills that elevated primarily because of the
IPO and COVID-19 associated expense reductions within the second quarter of 2020 that
didn't proceed into 2021.

The rise in promoting, basic and administrative bills was partially offset by:

?
a $1.5 million lower in stock-based compensation bills primarily as a
results of accelerated vesting associated to the Silver Lake Transaction that did
not reoccur in 2021, offset by a rise in stock-based compensation bills
because of efficiency associated vesting because of the IPO and
incremental awards granted along with the Firm's IPO.

                                       34

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Depreciation and amortization

                                   Three-Month Interval                                         Six-Month Interval

                                                       Successor                                Predecessor
                                                                                                                   Professional Forma
                                                                            Interval from         Interval from       Changes
                                  Three          Three          Six         February 1,         January 1,          for the         Professional Forma
                                  Months        Months        Months           2020                2020           Six Months        Six Months
                                  Ended          Ended         Ended          by means of             by means of            Ended            Ended
                                 June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)                     2021          2020          2021            2020                2020              2020              2020

Depreciation and amortization $ 35,918$ 36,572$ 70,681$ 61,059$ 2,105$ 9,083$ 72,247




Depreciation and amortization was $35.9 million for the three months ended
June 30, 2021 (Successor), in comparison with $36.6 million for the three months ended
June 30, 2020 (Successor). Depreciation and amortization for the three months
ended June 30, 2021 (Successor) decreased by $0.7 million, or 1.8%, in comparison with
the three months ended June 30, 2020 (Successor). This lower was primarily
as a result of impression of the step up in honest worth of property and tools and
intangible property because of the appliance of buy accounting associated
to the Silver Lake Transaction, of which the intangible asset amortization is
accelerated primarily based on the relative projected discounted money flows. This lower
was partially offset by will increase in depreciation associated to property positioned in
service through the three months ended June 30, 2021 (Successor).

Depreciation and amortization was $70.7 million for the six months ended
June 30, 2021 (Successor), in comparison with $61.1 million for the interval from
February 1, 2020 by means of June 30, 2020 (Successor) and $2.1 million for the
interval from January 1, 2020 by means of January 31, 2020 (Predecessor). Depreciation
and amortization for the six months ended June 30, 2021 (Successor) decreased by
$1.6 million, or 2.2%, in comparison with the six months ended June 30, 2020, on a professional
forma foundation after giving impact to the Silver Lake Transaction. This lower
was primarily as a result of impression of the step up in honest worth of property and
tools and intangible property because of the appliance of buy
accounting associated to the Silver Lake Transaction, of which the intangible asset
amortization is accelerated primarily based on the relative projected discounted money
flows. This lower was partially offset by will increase in depreciation associated
to property positioned in service through the six months ended June 30, 2021
(Successor).

                                       35

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Curiosity prices

                             Three-Month Interval                                         Six-Month Interval

                                                 Successor                                Predecessor
                                                                                                             Professional Forma
                                                                      Interval from         Interval from       Changes
                            Three          Three          Six         February 1,         January 1,          for the         Professional Forma
                            Months        Months        Months           2020                2020           Six Months        Six Months
                            Ended          Ended         Ended          by means of             by means of            Ended            Ended
                           June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)               2021          2020          2021            2020                2020              2020              2020
Curiosity expense          $   10,467$  13,816$  17,281$      26,699$       4,514     $         394     $     31,607




Curiosity expense was $10.5 million for the three months ended June 30, 2021
(Successor), in comparison with $13.8 million for the three months ended June 30, 2020
(Successor). Curiosity expense for the three months ended June 30, 2021
(Successor) decreased by $3.3 million, or 24.2%, in comparison with the three months
ended June 30, 2020 (Successor).

The lower was primarily as a result of impression of the Firm's February 2021
refinancing of the Successor First Lien Credit score Facility and early compensation of
the Successor Second Lien Credit score Facility, leading to rate of interest financial savings
because of decrease principal and extra favorable rate of interest margins. This lower
was partially offset by a one-time enhance in curiosity expense related to
the compensation of $200.0 million of the Successor First Lien Credit score Facility, in
conjunction with the Firm's IPO, leading to accelerated amortization of the
associated deferred financing prices.

Curiosity expense was $17.3 million for the six months ended June 30, 2021
(Successor), in comparison with $26.7 million for the interval from February 1, 2020
by means of June 30, 2020 (Successor) and $4.5 million for the interval from
January 1, 2020 by means of January 31, 2020 (Predecessor). Curiosity expense for the
six months ended June 30, 2021 (Successor) decreased by $14.3 million, or 45.3%,
in comparison with the six months ended June 30, 2020, on a professional forma foundation after
giving impact to the Silver Lake Transaction.

This lower in curiosity expense for the six months ended June 30, 2021
(Successor), in comparison with the interval from February 1, 2020 by means of June 30, 2020
(Successor) and for the interval from January 1, 2020 by means of January 31, 2020
(Predecessor) was primarily as a result of impression of the Firm's February 2021
refinancing of the Successor First Lien Credit score Facility and early compensation of
the Successor Second Lien Credit score Facility, leading to rate of interest financial savings
because of decrease principal and extra favorable rate of interest margins. This lower
was partially offset by a one-time enhance in curiosity expense related to
the compensation of $200.0 million of the Successor First Lien Credit score Facility, in
conjunction with the Firm's IPO, leading to accelerated amortization of the
associated deferred financing prices.

                                       36

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Curiosity earnings

                             Three-Month Interval                                           Six-Month Interval

                                                  Successor                                  Predecessor
                                                                                                                Professional Forma
                                                                         Interval from         Interval from       Changes
                           Three            Three           Six          February 1,         January 1,          for the         Professional Forma
                           Months           Months         Months           2020                2020           Six Months       Six Months
                           Ended            Ended          Ended           by means of             by means of            Ended            Ended
                          June 30,         June 30,       June 30,        June 30,           January 31,        June 30,         June 30,
(in 1000's)              2021             2020           2021            2020                2020              2020             2020
Curiosity earnings          $      (15 )$     (153 )$     (112 )$        (206 )     $         (25 )   $           -     $      (231 )




Curiosity earnings was $0.0 million for the three months ended June 30, 2021
(Successor), in comparison with $0.2 million for the three months ended June 30, 2020
(Successor). Curiosity earnings for the three months ended June 30, 2021
(Successor) decreased by $0.1 million, or 90.2%, in comparison with the three months
ended June 30, 2020 (Successor).

Curiosity earnings was $0.1 million for the six months ended June 30, 2021
(Successor), in comparison with $0.2 million for the interval from February 1, 2020
by means of June 30, 2020 (Successor) and $0.0 million for the interval from
January 1, 2020 by means of January 31, 2020 (Predecessor). Curiosity earnings for the
six months ended June 30, 2021 (Successor) decreased by $0.1 million, or 51.5%,
in comparison with the six months ended June 30, 2020, on a professional forma foundation after
giving impact to the Silver Lake Transaction.

The decreases in curiosity earnings are primarily attributable to basic decreases in rates of interest.

Loss on extinction of debt

                                       Three-Month Interval                                             Six-Month Interval

                                                            Successor                                   Predecessor
                                                                                                                           Professional Forma
                                                                                    Interval from         Interval from       Changes
                                    Three               Three           Six         February 1,         January 1,          for the         Professional Forma
                                   Months              Months         Months           2020                2020           Six Months        Six Months
                                    Ended               Ended          Ended          by means of             by means of            Ended            Ended
                                  June 30,            June 30,       June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)                      2021                2020           2021            2020                2020              2020              2020

Loss on extinction of debt $ – $ – $ 13,938 $

           -       $      10,533$     (10,533 )   $          -




Loss on extinguishment of debt for the six months ended June 30, 2021
(Successor) pertains to bills stemming from the write-off of debt issuance
prices related to the February 2021 refinancing of the Successor First Lien
Credit score Facility and early compensation of the Successor Second Lien Credit score
Facility.

Loss on extinguishment of debt for the interval from January 1, 2020 by means of
January 31, 2020 (Predecessor), pertains to bills stemming from the write-off
of debt issuance prices because of prepayment of the Firm's excellent
debt obligations in reference to the Silver Lake Transaction.

Transaction prices, change of management

                                Three-Month Interval                                              Six-Month Interval

                                                      Successor                                    Predecessor
                                                                                                                      Professional Forma
                                                                               Interval from         Interval from       Changes
                             Three               Three            Six          February 1,         January 1,          for the         Professional Forma
                            Months              Months          Months            2020                2020           Six Months        Six Months
                             Ended               Ended           Ended           by means of             by means of            Ended            Ended
                           June 30,            June 30,        June 30,         June 30,           January 31,        June 30,          June 30,
(in 1000's)               2021                2020            2021             2020                2020              2020              2020
Transaction bills,
change in management         $         -         $         -     $         -     $       9,423$      22,370$     (22,370 )$      9,423




Transaction bills, change in management relate solely to prices regarding the
Silver Lake Transaction which might be recorded on our books and are subsequently solely
included in our outcomes of operations for the interval from February 1, 2020
by means of June 30, 2020 (Successor) and for the interval from January 1, 2020
by means of January 31, 2020 (Predecessor).



                                       37

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Provision for earnings taxes

                            Three-Month Interval                                         Six-Month Interval

                                                Successor                                Predecessor
                                                                                                            Professional Forma
                                                                     Interval from         Interval from       Changes
                           Three          Three          Six         February 1,         January 1,          for the         Professional Forma
                          Months         Months        Months           2020                2020           Six Months        Six Months
                           Ended          Ended         Ended          by means of             by means of            Ended            Ended
                         June 30,       June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)             2021           2020          2021            2020                2020              2020              2020
Provision (profit)
for earnings taxes         $   3,063$  (3,499 )$  (1,372 )$      (8,419 )$        (871 )$       6,021$     (3,269 )




Our provision for earnings taxes was $3.1 million for the three months ended
June 30, 2021 (Successor), in comparison with a (profit) for earnings taxes of $(3.5)
million for the three months ended June 30, 2020 (Successor). Our provision for
earnings taxes for the three months ended June 30, 2021 (Successor) elevated by
$6.6 million, or (187.5)%, in comparison with the three months ended June 30, 2020
(Successor).

The rise in our provision for earnings taxes is principally defined by the extra earnings tax expense incurred in reference to the UK deferred tax legal responsibility established on identifiable intangible property acquired after money
Lake transaction because of UK change in company tax charge and enhance in international tax expense incurred through the closed quarter June 30, 2021
(Successor) associated to will increase in taxable earnings in varied jurisdictions.

Our (profit) for earnings taxes was $(1.4) million for the six months ended
June 30, 2021 (Successor), in comparison with $(8.4) million for the interval from
February 1, 2020 by means of June 30, 2020 (Successor) and $(0.9) million for the
interval from January 1, 2020 by means of January 31, 2020 (Predecessor). Our
(profit) for earnings taxes for the six months ended June 30, 2021 (Successor)
decreased by $1.9 million, or (58.0)%, in comparison with the six months ended June 30,
2020, on a professional forma foundation after giving impact to the Silver Lake Transaction.

The lower of the (profit) for earnings taxes was primarily as a result of reversal
of our valuation allowance after the Silver Lake Transaction through the interval
from February 1, 2020 by means of June 30, 2020 (Successor), the extra tax
expense incurred related to a rise to UK deferred tax liabilities due
to a rise within the UK company tax charge and elevated international tax expense
incurred because of taxable earnings enhance in sure jurisdictions throughout
the six months ended June 30, 2021 (Successor).

                                       38

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Internet earnings (loss) and internet earnings margin (loss)

                               Three-Month Interval                                           Six-Month Interval

                                                     Successor                                 Predecessor
                                                                                                                   Professional Forma
                                                                          Interval from          Interval from        Changes
                               Three         Three           Six          February 1,          January 1,           for the         Professional Forma
                              Months        Months         Months            2020                 2020            Six Months        Six Months
                               Ended         Ended          Ended           by means of              by means of             Ended            Ended

(in 1000’s, besides June thirtieth, June thirtieth, June thirtieth, June thirtieth,

            January 31,         June 30,          June 30,
percentages)                   2021          2020           2021             2020                 2020               2020              2020
Internet earnings (loss)            $   3,770$ (16,366 )$ (15,619 )$     (38,180 )$     (36,530 )$      17,405$    (57,305 )
Internet earnings (loss) margin           2.2 %       (15.6 )%        (5.1 )%           (21.3 )%             (99.3 )%               -            (26.6 )%




Internet earnings was $3.8 million for the three months ended June 30, 2021
(Successor), in comparison with a internet (loss) of $(16.4) million for the three months
ended June 30, 2020 (Successor). Internet earnings for the three months ended June 30,
2021 (Successor) elevated by $20.1 million, or 123.0%, in comparison with the three
months ended June 30, 2020 (Successor).

The online revenue margin (loss) was 2.2% for the three months ended June 30, 2021
(Successor), in opposition to (15.6)% for the three months ended June 30, 2020
(Successor).

The development in our internet earnings (loss) margin is attributable to our means
to leverage working efficiencies to manage our general bills whereas
rising income and discount in curiosity expense because of the February
2021 refinancing.

Internet (loss) was $(15.6) million for the six months ended June 30, 2021
(Successor), in comparison with $(38.2) million for the interval from February 1, 2020
by means of June 30, 2020 (Successor) and $(36.5) million for the interval from
January 1, 2020 by means of January 31, 2020 (Predecessor). Internet (loss) for the six
months ended June 30, 2021 (Successor) decreased by $41.7 million, or 72.7%,
in comparison with the six months ended June 30, 2020, on a professional forma foundation after
giving impact to the Silver Lake Transaction, as a result of elements described
above.

Internet earnings (loss) margin was (5.1)% for the six months ended June 30, 2021
(Successor), in comparison with (21.3)% for the interval from February 1, 2020 by means of
June 30, 2020 (Successor) and (99.3)% for the interval from January 1, 2020
by means of January 31, 2020 (Predecessor). Internet earnings (loss) margin for the six
months ended June 30, 2020, on a professional forma foundation after giving impact to the
Silver Lake Transaction, was (26.6)%.

The development in our internet earnings (loss) margin is attributable to our means
to leverage working efficiencies to manage our general bills whereas
rising income and discount in curiosity expense because of the February
2021 refinancing.

                                       39
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Primary operational and monetary indicators

Along with our outcomes decided in accordance with GAAP, we imagine
sure measures are helpful in evaluating our working efficiency. Administration
believes these non-GAAP measures are helpful to buyers in highlighting tendencies
in our working efficiency, whereas different measures can differ considerably
relying on long-term strategic choices concerning capital construction, the tax
jurisdictions through which we function, and capital investments. Administration makes use of
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Internet Earnings, and Adjusted
Diluted Earnings Per Share to complement GAAP measures of efficiency within the
analysis of the effectiveness of our enterprise methods, to make budgeting
choices, to ascertain discretionary annual incentive compensation, and to
evaluate our efficiency in opposition to that of different peer firms utilizing comparable
measures. Administration dietary supplements GAAP outcomes with non-GAAP monetary measures
to offer a extra full understanding of the elements and tendencies affecting the
enterprise than GAAP outcomes alone.

The displays of those measures have limitations as analytical instruments and
shouldn't be thought-about in isolation or as an alternative to evaluation of our
outcomes as reported below GAAP. As a result of not all firms use similar
calculations, the displays of those measures is probably not corresponding to different
equally titled measures of different firms and may differ considerably from
firm to firm. A reconciliation is offered beneath for every non-GAAP
monetary measure to probably the most instantly comparable monetary measure said in
accordance with GAAP.

Adjusted EBITDA and Adjusted EBITDA margin

We outline Adjusted EBITDA as internet earnings earlier than curiosity, taxes, depreciation,
and amortization, and as additional adjusted for loss on extinguishment of debt,
share-based compensation, transaction and acquisition-related prices,
integration and restructuring prices, and different non-cash prices. We exclude
the impression of share-based compensation as a result of it's a non-cash expense and we
imagine that excluding this merchandise supplies significant supplemental data
concerning efficiency and ongoing money technology potential. We exclude loss on
extinguishment of debt, transaction and acquisition associated prices, integration
and restructuring prices, and different prices as a result of such bills are episodic
in nature and don't have any direct correlation to the price of working our enterprise
on an ongoing foundation.

Adjusted EBITDA was $ 56.3 million for the three months ended June 30, 2021
(Successor) and represented an adjusted EBITDA margin of 32%. Adjusted EBITDA was $ 92.9 million for the six months ended June 30, 2021 (Successor) and represented an adjusted EBITDA margin of 30%. Adjusted EBITDA for the three months ended June 30, 2021 (Successor) elevated by $ 24.7 million, or 78%, in comparison with the three months ended June 30, 2020 (Successor).

Adjusted EBITDA was $31.7 million for the three months ended June 30, 2020
(Successor) and represented an Adjusted EBITDA Margin of 30%. Adjusted EBITDA
was $51.8 million and $7.0 million for the interval from February 1, 2020 by means of
June 30, 2020 (Successor) and the interval January 1, 2020 by means of January 31,
2020 (Predecessor), respectively. This represented an Adjusted EBITDA Margin of
29% and 19% for the interval from February 1, 2020 by means of June 30, 2020
(Successor) and the interval January 1, 2020 by means of January 31, 2020
(Predecessor), respectively. On a professional forma foundation after giving impact to the
Silver Lake Transaction, Adjusted EBITDA was $58.9 million for the six months
ended June 30, 2020 and represented an Adjusted EBITDA Margin of 27%. Adjusted
EBITDA for the six months ended June 30, 2021 (Successor) elevated by $34.0
million, or 58%, in comparison with the six months ended June 30, 2020, on a professional forma
foundation after giving impact to the Silver Lake Transaction.

The expansion in Adjusted EBITDA is primarily attributable to income development from new and current prospects and growth of margins because of elevated automation, price self-discipline and working leverage.

                                       40

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The next desk presents a reconciliation of Adjusted EBITDA for the intervals
introduced. For a dialogue of professional forma changes, see "Notes to the
Unaudited Supplemental Professional Forma Monetary Info Introduced in Administration's
Dialogue and Evaluation of Monetary Situation and Outcomes of Operations."

                                 Three-Month Interval                                         Six-Month Interval

                                                     Successor                                Predecessor
                                                                                                                 Professional Forma
                                                                          Interval from         Interval from       Changes
                                Three          Three          Six         February 1,         January 1,          for the         Professional Forma
                                Months        Months        Months           2020                2020           Six Months        Six Months
                                Ended          Ended         Ended          by means of             by means of            Ended            Ended
                               June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)                   2021          2020          2021            2020                2020              2020              2020
Internet earnings (loss)             $    3,770$ (16,366 )$ (15,619 )   $  

(38,180) $ (36,530)$ 17,405$ (57,305)
Curiosity expense, internet

             10,452        13,663        17,169            26,493               4,489               394           31,376

Provision for earnings taxes 3,063 (3,499) (1,372)

     (8,419 )              (871 )           6,021           (3,269 )
Depreciation and
amortization                      35,918        36,572        70,681            61,059               2,105             9,083           72,247
Loss on extinguishment of
debt                                   -             -        13,938                 -              10,533           (10,533 )              -
Share-based compensation           2,664           520         3,226               801               3,976                 -            4,777
Transaction and
acquisition-related prices
(a)                                  382            76         4,366             9,522              22,840           (22,370 )          9,992
Integration and
restructuring prices(b)              73           262           521               262                 327                 -              589
Different(c)                               -           427             2               306                 153                 -              459
Adjusted EBITDA               $   56,322$  31,655$  92,912     $ 
    51,844       $       7,022     $           -     $     58,866




(a)
Represents prices incurred associated to acquisitions and comparable transactions,
primarily consisting of change in control-related prices, skilled service
charges, and different third-party prices. Moreover, the three and 6 months ended
June 30, 2021 (Successor) contains incremental skilled service charges
incurred associated to the preliminary public providing.
(b)
Represents prices from organizational restructuring and integration actions
outdoors of the bizarre course of enterprise.
(c)
Represents non-cash and different prices primarily associated to authorized exposures
inherited from legacy acquisitions, international forex (features) losses, and (features)
losses on the sale of property. Moreover, the interval from February 1, 2020
by means of June 30, 2020 (Successor) contains the incremental prices incurred because of
COVID-19.

We outline Adjusted EBITDA Margin as Adjusted EBITDA divided by complete revenues.
The next desk presents the calculation of Adjusted EBITDA Margin for the
intervals introduced.

                              Three-Month Interval                                         Six-Month Interval

                                                   Successor                               Predecessor
                                                                                                              Professional Forma
                                                                       Interval from         Interval from       Changes
                              Three         Three          Six         February 1,         January 1,          for the         Professional Forma
                             Months        Months        Months           2020                2020           Six Months        Six Months
                              Ended         Ended         Ended          by means of             by means of            Ended            Ended
                            June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)                2021          2020          2021            2020                2020              2020              2020
Adjusted EBITDA             $  56,322$  31,655$  92,912$      51,844$       7,022     $           -     $     58,866
Revenues                      174,826       104,993       306,896           179,047              36,785                 -          215,832
Adjusted EBITDA Margin             32 %          30 %          30 %              29 %                19 %               -               27 %




                                       41
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Adjusted internet earnings and adjusted diluted earnings per share

We outline Adjusted Internet Earnings for a selected interval as internet earnings earlier than taxes
adjusted for debt-related prices, acquisition-related depreciation and
amortization, share-based compensation, transaction and acquisition associated
prices, integration and restructuring prices, and different non-cash prices, to
which we then apply the associated efficient tax charge. We outline Adjusted Diluted
Earnings Per Share as Adjusted Internet Earnings divided by adjusted weighted common
variety of shares outstanding-diluted.

Adjusted Internet Earnings was $33.2 million for the three months ended June 30, 2021
(Successor), in comparison with $12.2 million for the three months ended June 30, 2020
(Successor). Adjusted Internet Earnings for the three months ended June 30, 2021
(Successor) elevated by $21.0 million, or 172%, in comparison with the three months
ended June 30, 2020 (Successor).

Adjusted Diluted Earnings Per Share was $0.25 for the three months ended
June 30, 2021 (Successor), in comparison with $0.09 for 3 months ended June 30,
2020 (Successor). Adjusted Diluted Earnings Per Share for the three months ended
June 30, 2021 (Successor) elevated by $0.16, or 178%, in comparison with the three
months ended June 30, 2020 (Successor).

Adjusted Internet Earnings was $53.7 million for the six months ended June 30, 2021
(Successor), in comparison with $16.8 million for the interval from February 1, 2020
by means of June 30, 2020 (Successor) and $1.4 million for the interval from January
1, 2020 by means of January 31, 2020 (Predecessor). On a professional forma foundation giving
impact to the Silver Lake Transaction, Adjusted Internet Earnings was $17.7 million for
the six months ended June 30, 2020. Adjusted Internet Earnings for the six months ended
June 30, 2021 (Successor) elevated by $36.0 million, or 203%, in comparison with the
six months ended June 30, 2020, on a professional forma foundation after giving impact to the
Silver Lake Transaction.

Adjusted Diluted Earnings Per Share was $0.40 for the six months ended June 30,
2021 (Successor), in comparison with $0.13 for the interval from February 1, 2020 by means of
June 30, 2020 (Successor) and $0.01 for the interval from January 1, 2020 by means of
January 31, 2020 (Predecessor). On a professional forma foundation giving impact to the Silver
Lake Transaction, Adjusted Diluted Earnings Per Share was $0.14 for the six
months ended June 30, 2020. Adjusted Diluted Earnings Per Share for the six
months ended June 30, 2021 (Successor) elevated by $0.26, or 186%, in comparison with
the six months ended June 30, 2020, on a professional forma foundation after giving impact to
the Silver Lake Transaction.

This development was pushed primarily by the identical elements contributing to Adjusted
EBITDA development, although Adjusted Internet Earnings and Adjusted Diluted Earnings Per
Share are additionally impacted by modifications in our capital construction which might be captured in
curiosity expense. The acquisition accounting from the Silver Lake Transaction and
our debt refinancing initially of 2020 and 2021 impacts the comparability
of Adjusted Internet Earnings and Adjusted Diluted Earnings Per Share throughout historic
intervals.

The next tables current a reconciliation of Adjusted Internet Earnings for the
intervals introduced. For a dialogue of professional forma changes, see "Notes to the
Unaudited Supplemental Professional Forma Monetary Info Introduced in Administration's
Dialogue and Evaluation of Monetary Situation and Outcomes of Operations."

                                 Three-Month Interval                                         Six-Month Interval

                                                     Successor                                Predecessor
                                                                                                                 Professional Forma
                                                                          Interval from         Interval from       Changes
                                Three          Three          Six         February 1,         January 1,          for the         Professional Forma
                                Months        Months        Months           2020                2020           Six Months        Six Months
                                Ended          Ended         Ended          by means of             by means of            Ended            Ended
                               June 30,      June 30,      June 30,        June 30,           January 31,        June 30,          June 30,
(in 1000's)                   2021          2020          2021            2020                2020              2020              2020
Internet earnings (loss)             $    3,770$ (16,366 )$ (15,619 )   $  

(38,180) $ (36,530)$ 17,405$ (57,305)
Provision for earnings taxes 3,063 (3,499) (1,372)

          (8,419 )              (871 )           6,021           (3,269 )
Earnings (loss) earlier than
provision for earnings taxes         6,833       (19,865 )     (16,991 )         (46,599 )           (37,401 )          23,426          (60,574 )
Debt-related prices(a)              4,355           877        19,266             1,455              11,102           (10,807 )          1,750
Acquisition-related
depreciation and
amortization(b)                   31,786        34,135        63,298            56,926                 848             9,083           66,857
Share-based compensation           2,664           520         3,226               801               3,976                 -            4,777
Transaction and
acquisition-related
prices(c)                           382            76         4,366             9,522              22,840           (22,370 )          9,992
Integration and
restructuring prices(d)              73           262           521               262                 327                 -              589
Different(e)                               -           427             2               306                 153                 -              459
Adjusted Internet Earnings earlier than
earnings tax impact                 46,093        16,432        73,688            22,673               1,845              (668 )         23,850

Much less: Tax impact (f) 12,896 4,223 19,988

     5,827                 474              (172 )          6,129
Adjusted Internet Earnings           $   33,197$  12,209$  53,700$      16,846$       1,371$        (496 )$     17,721




                                       42
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The next desk presents the calculation of Adjusted Diluted Earnings Per
Share for the intervals introduced. For a dialogue of professional forma changes, see
"Notes to the Unaudited Supplemental Professional Forma Monetary Info Introduced
in Administration's Dialogue and Evaluation of Monetary Situation and Outcomes of
Operations." Previous to the IPO, the fairness awards below the Successor Plan have been
issued by the Firm's Mum or dad. In consequence, these awards aren't thought-about
fairness awards issued by the Firm, and subsequently not included within the
calculation of adjusted weighted common variety of shares outstanding-diluted.

                                            Three-Month Interval                                               Six-Month Interval

                                                                   Successor                                     Predecessor
                                                                                                                                    Professional Forma
                                                                                             Interval from         Interval from       Changes
                                          Three             Three              Six           February 1,         January 1,          for the          Professional Forma
                                         Months            Months            Months             2020                2020           Six Months        Six Months
                                          Ended             Ended             Ended            by means of             by means of            Ended             Ended
                                        June 30,          June 30,          June 30,          June 30,           January 31,        June 30,          June 30,
                                          2021              2020              2021              2020                2020              2020              2020
Diluted internet earnings (loss) per share
(GAAP)                                $        0.03$       (0.13 )$       (0.12 )$       (0.29 )$       (0.24 )$        0.13$       (0.44 )
Adjusted Internet Earnings changes per
share
Earnings taxes                                   0.02             (0.03 )           (0.01 )           (0.06 )             (0.01 )            0.05             (0.03 )
Debt-related prices (a)                         0.03              0.01              0.14              0.01                0.07             (0.08 )            0.01
Acquisition-related depreciation
and amortization (b)                           0.25              0.27              0.49              0.43                0.01              0.07              0.53
Share-based compensation                       0.02              0.00              0.02              0.01                0.03                 -              0.04
Transaction and acquisition associated
prices (c)                                    0.00              0.00              0.03              0.07                0.15             (0.17 )       

0.08

Integration and restructuring
prices (d)                                    0.00              0.00              0.00              0.00                0.00                 -              0.00
Different (e)                                         -              0.00              0.00              0.00                0.00                 -              0.00
Adjusted earnings taxes (f)                     (0.10 )           (0.03 )           (0.15 )           (0.04 )             (0.00 )            0.00             (0.05 )
Adjusted Diluted Earnings Per Share
(Non-GAAP)                            $        0.25$        0.09     $ 

0.40 $ 0.13$ 0.01$ (0.00) $

0.14

Weighted common variety of shares
excellent utilized in computation of
Adjusted Diluted Earnings Per
Share:
Weighted common variety of shares
outstanding-diluted (GAAP)              135,368,909       130,000,000       130,757,666       130,000,000         149,686,460       130,000,000       130,000,000
Choices and restricted inventory not
included in weighted common quantity
of shares outstanding-diluted
(GAAP) (utilizing treasury inventory
technique)                                           -                 -         3,861,904                 -                   -                 -                 -
Adjusted weighted common variety of
shares outstanding-diluted
(Non-GAAP)                              135,368,909       130,000,000       134,619,570       130,000,000         149,686,460       130,000,000       130,000,000




(a)
Represents the loss on extinguishment of debt and non-cash curiosity expense
associated to the amortization of debt issuance prices for the financing for the
Silver Lake Transaction.
(b)
Represents the depreciation and amortization expense associated to intangible
property and developed know-how property recorded as a result of software of ASC
805, Enterprise Combos.
(c)
Represents prices incurred associated to acquisitions and comparable transactions,
primarily consisting of change in control-related prices, skilled service
charges, and different third-party prices. Moreover, the three and 6 months ended
June 30, 2021 (Successor) contains incremental skilled service charges
incurred associated to the preliminary public providing.
(d)
Represents prices from organizational restructuring and integration actions
outdoors of the bizarre course of enterprise.
(e)
Represents non-cash and different prices primarily associated to authorized exposures
inherited from legacy acquisitions, international forex (features) losses, and (features)
losses on the sale of property. Moreover, the interval from February 1, 2020
by means of June 30, 2020 (Successor) contains incremental prices incurred because of
COVID-19.
(f)
Efficient tax charges of 25.7%, 25.7%, 28.0%, and 27.1% have been used to compute
Adjusted Internet Earnings for the 2020 intervals, the three months ended March 31, 2021,
the three months ended June 30, 2021, and the six months ended June 30, 2021,
respectively. As of December 31, 2020, we had internet working loss carryforwards
of roughly $197.6 million, $166.2 million, and $36.0 million for federal,
state, and international earnings tax functions, respectively, obtainable to scale back future
earnings topic to earnings taxes. In consequence, the quantity of precise money taxes we
pay for federal, state and international earnings taxes differs considerably from the
efficient earnings tax charge computed in accordance with GAAP, and from the
normalized charge proven above.



                                       43
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Liquidity and capital assets

Liquidity

The Firm's main liquidity necessities are for working capital, continued
investments in software program growth and different capital expenditures, and different
strategic investments. Earnings taxes are at present not a major use of funds
however after the advantages of our internet working loss carryforwards are totally
acknowledged, may turn out to be a cloth use of funds, relying on our future
profitability and future tax charges. The Firm's liquidity wants are met
primarily by means of money flows from operations, in addition to funds obtainable below
our revolving credit score facility and proceeds from our time period mortgage borrowings. Our
money flows from operations embody money obtained from prospects, much less money prices
to offer companies to our prospects, which incorporates basic and administrative
prices and curiosity funds.

As of June 30, 2021, we had $257.1 million in money and money equivalents and
$100.0 million obtainable below our revolving credit score facility. As of June 30,
2021, we had $564.7 million of complete debt excellent. We imagine our money on
hand, along with quantities obtainable below our revolving credit score facility, and
money offered by (utilized in) working actions are and can proceed to be
satisfactory to fulfill our operational and enterprise wants within the subsequent twelve months.
To the extent extra funds are needed to fulfill our long-term liquidity
wants as we proceed to execute our enterprise technique, we anticipate that they
will probably be obtained by means of the incurrence of extra indebtedness, extra
fairness financings or a mixture of those potential sources of funds. Within the
occasion that we want entry to extra money, we might not have the ability to entry the
credit score markets on commercially acceptable phrases or in any respect. Our means to fund
future working bills and capital expenditures and our means to fulfill
future debt service obligations or refinance our indebtedness will rely upon our
future working efficiency, which will probably be affected by basic financial,
monetary, and different elements past our management.

Lengthy-term debt

On January 31, 2020, our beforehand excellent indebtedness was repaid in full
as a part of the Silver Lake Transaction. As a part of the Silver Lake Transaction,
a brand new financing construction was established consisting of a brand new First Lien Credit score
Settlement ("Successor First Lien Settlement") and a brand new Second Lien Credit score
Settlement ("Successor Second Lien Settlement") (collectively, the "Successor
Credit score Agreements"). The Successor First Lien Settlement offered financing in
the type of a $670.0 million time period mortgage due January 31, 2027 ("Successor First
Lien Credit score Facility") and a $75.0 million new revolving credit score facility due
January 31, 2025 ("Successor Revolver"). The Successor Second Lien Settlement
offered financing within the type of a $145.0 million time period mortgage due January 31,
2028 ("Successor Second Lien Credit score Facility").

On February 1, 2021, we amended the Successor First Lien Settlement to fund
$100.0 million of extra first lien time period loans and cut back the relevant
margins by 0.25%. The refinancing resulted in a loss on extinguishment of debt
of $5.1 million, composed of the write-off of $4.5 million of unamortized
deferred financing prices and $0.6 million of accrued curiosity and miscellaneous
charges. As well as, we totally repaid the excellent Successor Second Lien
Settlement and recorded a loss on extinguishment of debt of $8.9 million,
composed of the write-off of $7.3 million of unamortized deferred financing
prices plus a $1.5 million prepayment premium, and $0.1 million of accrued
curiosity and different miscellaneous charges.

In reference to the IPO, the Firm entered into an modification to extend
the borrowing capability below the Successor Revolver from $75.0 million to $100.0
million and prolong the maturity date from January 31, 2025 to July 31, 2026.

Borrowings below the Successor First Lien Settlement bear curiosity at a charge per
annum equal to an relevant margin plus, at our possibility, both (a) a base charge
or (b) LIBOR, which is topic to a flooring of 0.00% each year. The relevant
margins below the Successor First Lien Settlement are topic to stepdowns primarily based
on our first lien internet leverage ratio. In reference to the closing of the IPO,
every relevant margin was diminished additional by 0.25%. As well as, the borrower,
First Benefit Holdings, LLC, which is an oblique wholly-owned subsidiary of
the Firm, is required to pay a dedication price on any unutilized commitments
below the revolving credit score facility. The dedication price charge ranges between
0.25% and 0.50% each year primarily based on our first lien internet leverage ratio. The
borrower can be required to pay customary letter of credit score charges.

The Successor First Lien Credit score Facility amortizes in equal quarterly
installments in combination annual quantities equal to 1.00% of the principal quantity.
The Successor Revolver has no amortization. The Successor First Lien Credit score
Facility requires the borrower to prepay excellent time period loans, topic to
sure exceptions, with sure proceeds from non-ordinary course asset gross sales,
issuance of debt not permitted by the credit score settlement to be incurred and annual
extra money flows. As well as, any voluntary prepayment of time period loans in
reference to sure repricing transactions on or previous to August 1, 2021
will probably be topic to a 1.00% prepayment premium. In any other case, the borrower might
voluntarily repay excellent loans with out premium or penalty, aside from
customary "breakage" prices.

                                       44

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In reference to the closing of the IPO on June 30, 2021, the Firm repaid
$200.0 million of the Successor First Lien Credit score Facility excellent, of which
$44.3 million was utilized to the remaining quarterly amortizing principal
funds due below the Successor First Lien Settlement. The remaining $564.7
million time period mortgage is scheduled to mature on January 31, 2027. On account of the
prepayment, the Firm recorded extra curiosity expense of $3.7 million
related to the accelerated amortization of the associated deferred financing
prices.

The Successor First Lien Settlement is unconditionally assured by Fastball
Mum or dad, Inc., a wholly-owned subsidiary of the Firm and the direct mum or dad of
the borrower, and materials wholly owned home restricted subsidiaries of
Fastball Mum or dad, Inc. The Successor First Lien Settlement and the ensures of
such obligations, are secured, topic to permitted liens and different exceptions,
by (1) a primary precedence safety curiosity in sure tangible and intangible
property of the borrower and the guarantors and (2) a first-priority pledge of
100% of the capital inventory of the borrower and of every wholly-owned materials
restricted subsidiary of the borrower and the guarantors (which pledge, within the
case of any non-U.S. subsidiary of a U.S. subsidiary, does embody greater than 65%
of the voting inventory of such non-U.S. subsidiary).

The credit score settlement incorporates customary affirmative covenants, unfavourable
covenants and occasions of default (together with upon a change of management). The credit score
settlement additionally features a "springing" first lien internet leverage ratio take a look at,
relevant solely to the revolving credit score facility, that requires such ratio to be
no larger than 7.75:1.00 on the final day of any fiscal quarter if greater than
35.0% of the revolving credit score facility is utilized on such date.

Money stream evaluation

Comparability of money flows for the six months ended June 30, 2021 (Successor) in relation to the Interval of February 1, 2020 by June 30, 2020 (Successor) and for the Interval of January 1, 2020 by January 31, 2020 (Predecessor)

The next desk is a abstract of our money stream exercise for the intervals
introduced:

                                                         Successor                  Predecessor
                                                                Interval from         Interval from
                                                   Six          February 1,         January 1,
                                                  Months           2020                2020
                                                  Ended           by means of             by means of
                                                 June 30,        June 30,           January 31,
(in 1000's)                                     2021            2020                2020
Internet money offered by (utilized in) working
actions                                      $   56,098$      23,409$     (19,216 )
Internet money utilized in investing actions              (19,003 )          (6,483 )            (2,043 )
Internet money offered by (utilized in) financing
actions                                          67,869            52,962             (11,122 )



Money stream from working actions

For the six months ended June 30, 2021 (Successor), for the interval from February
1, 2020 by means of June 30, 2020 (Successor), and for the interval from January 1,
2020 by means of January 31, 2020 (Predecessor), internet money offered by (utilized in)
working actions was $56.1 million, $23.4 million, and $(19.2) million,
respectively. The money flows from working actions for the interval from
February 1, 2020 by means of June 30, 2020 (Successor) and for the interval from
January 1, 2020 by means of January 31, 2020 (Predecessor) are impacted by $9.4
million and $22.4 million of transaction bills from the Silver Lake
Transaction, respectively. The remaining enhance in money flows from working
actions was pushed primarily by elevated profitability associated to the
Firm's income development from current prospects, new buyer go-lives and the
UK Acquisition. This was offset partially by a rise in money used for working
capital primarily as a result of excessive degree of second quarter income development
acceleration that remained in receivables at June 30, 2021, in step with
regular cost phrases provided to our prospects.

Money stream from investing actions

For the six months ended June 30, 2021 (Successor), for the interval from February
1, 2020 by means of June 30, 2020 (Successor), and the interval from January 1, 2020
by means of January 31, 2020 (Predecessor), internet money utilized in investing actions
was $(19.0) million, $(6.5) million, and $(2.0) million, respectively. The money
flows utilized in investing actions for the six months ended June 30, 2021
(Successor) have been impacted by the $7.6 millionUK Acquisition in March 2021. The
remaining investing money flows are pushed primarily by capitalized software program
growth prices and purchases of property and tools, which elevated in
2021 as we proceed to make incremental investments in our know-how platform.

                                       45

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Money stream from financing actions

For the six months ended June 30, 2021 (Successor), for the interval from February
1, 2020 by means of June 30, 2020 (Successor), and the interval from January 1, 2020
by means of January 31, 2020 (Predecessor), internet money offered by (utilized in) financing
actions was $67.9 million, $53.0 million, and $(11.1) million, respectively.
Internet money offered by financing actions for the six months ended June 30, 2021
(Successor) was primarily pushed by the Firm's completion of its IPO on June
25, 2021. Money inflows associated to the IPO have been $320.6 million, partially offset
by means of proceeds which consisted of a $200.0 million compensation of the
Firm's Successor First Lien Credit score Facility and $1.0 million of providing price
funds.

Internet money offered by financing actions for the six months ended June 30, 2021
(Successor) was incrementally pushed by the Firm's February 2021 debt
refinancing which consisted of a refinancing of the Successor First Lien Credit score
Facility and the complete compensation of the Successor Second Lien Credit score Facility.
Money outflows associated to this refinancing have been $308.5 million, partially offset
by money inflows of $261.4 million. As a part of the refinancing, the Firm paid
$1.3 million associated to new debt issuance prices. The remaining outflows
primarily consisted of amortizing principal funds due below the primary lien
time period mortgage facility.

Internet money offered by financing actions for the interval from February 1, 2020
by means of June 30, 2020 (Successor) was pushed by a $50.0 million strategic
funding within the Firm's fairness by Workday, Inc. and $9.4 million of capital
contributions associated to the transaction bills from the Silver Lake
Transaction. In March 2020, we made a $25.0 million precautionary draw on our
revolving credit score facility in mild of the COVID-19 pandemic, which we totally
repaid in June 2020. These inflows have been primarily offset by debt issuance prices
paid and distributions to Predecessor's members and optionholders in connection
with the Silver Lake Transaction.

Internet money utilized in financing actions for the interval from January 1, 2020
by means of January 31, 2020 (Predecessor) have been pushed by a $34.0 million compensation
of our earlier credit score facility in place on the time of the Silver Lake
Transaction and distributions of $18.0 million to Predecessor's members and
optionholders in reference to the Silver Lake Transaction. These have been
partially offset by extra capital contributions of $41.1 million associated to
cost and settlement of current choices issued by Predecessor and transaction
bills from the Silver Lake Transaction.

Off-balance sheet provisions

There have been no materials off-balance sheet preparations at June 30, 2021.

                                       46

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Notes to extra unaudited professional forma monetary data introduced within the MD&A on monetary situation and outcomes of operations

Word 1. Foundation of Presentation & Description of Transactions

The unaudited professional forma consolidated assertion of operations for the six months
ended June 30, 2020 offers impact to the Silver Lake Transaction and the Silver
Lake Transaction Refinancing as if they'd occurred on January 1, 2020. The
unaudited professional forma condensed consolidated assertion of operations for the six
months ended June 30, 2021 doesn't give impact to both the Silver Lake
Transaction or the Silver Lake Transaction Refinancing as if they'd occurred
on January 1, 2020 as a result of these occasions are already mirrored for the complete
interval introduced within the historic assertion of operations of the Firm.

Cash Lake transaction and the refinancing of the Silver Lake transactions

On January 31, 2020, Silver Lake acquired considerably all the Firm's
fairness pursuits for roughly $1,576.0 million. A portion of the
consideration was derived from members of the administration crew contributing an
allocation of their Silver Lake Transaction proceeds. The Silver Lake
Transaction was accounted for below the acquisition technique in accordance with
ASC 805, Enterprise Combos.

The allocation of the acquisition value is predicated on the honest worth of the property acquired and the liabilities assumed on the date of acquisition, much less transaction prices financed by the proceeds of the transaction. The next desk summarizes the consideration paid and the quantities acknowledged for property acquired and liabilities assumed (in 1000’s):

Consideration

Money, internet of money acquired                                        $    

1,556,810

Rollover administration fairness pursuits                                      

19,148

Whole honest worth of consideration transferred                     $    

1,575,958

Present property                                                    $      

145,277

Property and tools, together with software program developed for
inner use                                                             236,775
Commerce identify                                                                95,000
Buyer lists                                                           500,000
Deferred tax asset                                                       106,327
Different property                                                               1,429
Present liabilities                                                      (71,496 )
Deferred tax legal responsibility                                                  (198,535 )
Different liabilities                                                         (6,616 )
Whole identifiable internet property                                     $      808,161
Goodwill                                                          $      767,797


In reference to the Silver Lake Transaction, on January 31, 2020, the
current credit score amenities of the Predecessor have been repaid in full with the
proceeds of a brand new first lien time period mortgage facility and a brand new second lien time period mortgage
facility. The primary lien time period mortgage facility supplies financing within the type of a
$670.0 million time period mortgage due January 31, 2027, carrying an rate of interest of
3.25% to three.50%, primarily based on the primary lien leverage ratio, plus LIBOR and a $75.0
million new revolving facility due January 31, 2025. The primary lien time period mortgage
facility requires obligatory quarterly repayments of 0.25% of the unique mortgage
stability commencing September 30, 2020. The second lien time period mortgage facility
offered financing within the type of a $145.0 million time period mortgage due January 31,
2028, carrying an rate of interest of 8.50% plus LIBOR.

In February 2021, the Firm refinanced the Successor First Lien Credit score
Facility time period mortgage and totally repaid the excellent stability on the Successor
Second Lien Settlement time period mortgage (the "2021 Debt Refinancing"). The results of
the 2021 Debt Refinancing are totally mirrored within the historic assertion of
operations of the Firm for the six months ended June 30, 2021. As a result of the
Firm doesn't take into account the consequences of the 2021 Debt Refinancing to be
materials, no professional forma changes have been made to the unaudited professional forma
assertion of operations for the six months ended June 30, 2020 to replicate the
2021 Debt Refinancing as if it had occurred on January 1, 2020.

                                       47

--------------------------------------------------------------------------------

Word 2. Notes to the unaudited professional forma condensed consolidated earnings statements

The next changes have been made to the unaudited professional forma condensed consolidated assertion of earnings for the six months ended: June 30, 2020:

Accounting Changes for Silver Lake Transactions

a)

Displays the incremental amortization expense associated to sure definite-lived
intangible property, mirrored within the buy value allocation on the date of the
Silver Lake Transaction, as if these sure definite-lived intangible property
have been put into place on January 1, 2020. The next desk reveals the professional forma
adjustment to estimated amortization expense for the six months ended June 30,
2020:
                                                  Estimated Honest
                                                     Worth at            Estimated        Six Months Ended
Description (in 1000's)                         Acquisition          Helpful Life         June 30, 2020
Capitalized software program for inner use            $        220,000                   5     $          28,734
Commerce identify                                       $         95,000                  20                 4,096
Buyer lists                                   $        500,000                  14                35,668
Professional forma amortization expense                                                                       68,498
Much less: historic amortization expense recorded                                                      (59,415 )
Professional forma adjustment for amortization expense                                             $           9,083


b)

Displays the adjustment to take away Predecessor transaction bills associated to
the Silver Lake Transaction which might have been incurred and recorded throughout
the yr ended December 31, 2019 if the Silver Lake Transaction had occurred on
January 1, 2020.

Silver Lake Transaction Refinancing Accounting Changes

vs)

Displays the adjustment to curiosity expense ensuing from (i) the elimination
of curiosity expense associated to the debt financing in place through the
Predecessor interval, and (ii) the incremental curiosity expense and amortization
of deferred financing prices related to the Successor First Lien Credit score
Settlement and Successor Second Lien Credit score Settlement to provide impact to the
Silver Lake Transaction Refinancing as if it had occurred on January 1, 2020,
calculated as follows:
                                                                  Six Months Ended
Description (in 1000's)                                         June 30, 2020
Curiosity Expense on Successor First Lien Settlement              $           

17 135

Curiosity Expense on Successor Second Lien Settlement                         

7 333

Amortization of deferred financing prices                                    

1,751

Professional forma curiosity expense                                                  

26,219

Much less: historic curiosity expense recorded                                   (25,825 )
Professional forma adjustment for curiosity expense                       $           

394


No adjustment has been made to the unaudited professional forma assertion of operations
for the six months ended June 30, 2020 to replicate modifications in curiosity expense as
a results of the 2021 Debt Refinancing as a result of the Firm doesn't take into account the
2021 Debt Refinancing to be materials.

D)

Displays an adjustment to the historic loss on extinguishment of Predecessor
debt for the unaudited professional forma condensed consolidated statements of operations
for the six months ended June 30, 2020 as if the Silver Lake Transaction
Refinancing had been consummated on January 1, 2020.

Accounting changes of Silver Lake transactions

e)

Displays the adjustment to the supply for earnings taxes attributable to the
tax impacts of the previous Silver Lake Transaction and Refinancing Accounting
Changes, assuming an efficient tax charge of 25.7%.

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