ConvergeOne Announces Second Quarter 2018 Financial Results

EAGAN, Minn., Aug. 9, 2018 /PRNewswire/ -- ConvergeOne Holdings, Inc. (NASDAQ: CVON) ("ConvergeOne" or the "Company"), a leading global IT services provider of collaboration and technology solutions, today announced financial results for the second quarter ended June 30, 2018.

Second Quarter 2018 Highlights:

    --  Total revenue of $391.0 million, an increase of 104.4% year-over-year.
    --  Services revenue of $193.8 million, accounting for 49.6% of total
        revenue.
    --  Collaboration revenue of $257.2 million, accounting for 65.8% of total
        revenue.
    --  GAAP net loss of $7.5 million. GAAP net loss to common shareholders of
        $6.0 million, including the presentation effect of $(1.4) million of
        earnout consideration related to compensation expense. ((1))
    --  Adjusted EBITDA per credit agreement of $45.1 million, an increase of
        98.3% year-over-year.
    --  Adjusted net income of $22.8 million, Adjusted earnings per diluted
        share ("Adjusted EPS") of $0.28.

"We are pleased with our second quarter results, which reflect strong execution across the board including robust growth of our Services and Collaboration revenues and ongoing realization of synergies from recent acquisitions," said John A. McKenna Jr., Chairman and CEO, ConvergeOne. "Our strong first half financial results and momentum in our pipeline and backlog give us increased confidence in our full year outlook. As a result we are reaffirming our 2018 guidance."

Second Quarter 2018 Financial Results:

    --  Total revenue for the quarter ended June 30, 2018 was $391.0 million
        compared to $191.3 million in the second quarter of 2017.
        --  Services revenue for the second quarter of 2018 was $193.8 million,
            an increase of 127.7% compared to $85.1 million in the second
            quarter of 2017. Services revenue accounted for 49.6% of total
            revenue compared to 44.5% in the second quarter of 2017.
        --  Technology Offerings revenue for the second quarter of 2018 was
            $197.2 million, an increase of 85.6% compared to $106.2 million in
            the second quarter of 2017.
    --  Gross Profit for the quarter ended June 30, 2018 was $114.3 million
        compared to $57.8 million in the second quarter of 2017. Gross margin
        for the second quarter of 2018 was 29.2% compared to 30.2% for the
        second quarter of 2017.
        --  Services gross profit was $69.7 million for the second quarter of
            2018, compared to $33.1 million in the second quarter of 2017.
        --  Technology Offerings gross profit was $44.6 million for the second
            quarter of 2018, compared to $24.7 million in the second quarter of
            2017.
    --  GAAP net loss was $7.5 million for the quarter ended June 30, 2018,
        compared to a GAAP net loss of $11.4 million in the second quarter of
        2017. GAAP net loss to common shareholders, including the presentation
        effect of $(1.4) million of earnout consideration related to
        compensation expense for earnings per share purposes, was $6.0 million
        for the quarter ended June 30, 2018, compared to a GAAP net loss of
        $11.4 million in the second quarter of 2017.( (1))  Second quarter 2018
        GAAP net loss to common shareholders includes $14.7 million of costs
        related to the refinancing of the Company's 2017 Term Loan Agreement,
        $6.2 million of transaction costs primarily associated with the
        integration of recent acquisitions and a $5.1 million non-recurring
        adjustment to the Company's previously recorded bargain purchase gain on
        the acquisition of Arrow Electronics' Systems Integration Business.
    --  Adjusted EBITDA per credit agreement for the quarter ended June 30, 2018
        was $45.1 million, an increase of 98.3% compared to Adjusted EBITDA per
        credit agreement of $22.7 million in the second quarter of 2017.
    --  Adjusted net income for the quarter ended June 30, 2018 was $22.8
        million, or $0.28 per diluted share based on 82.3 million
        weighted-average diluted common shares outstanding, compared to $2.6
        million in the second quarter of 2017.
    --  Net cash used in operating activities for the six months ended June 30,
        2018 was $1.4 million, and capital expenditures totaled $7.6 million,
        compared with cash used in operating activities of $0.8 million and
        capital expenditures of $3.9 million for the prior year's period.

Balance Sheet and Liquidity

    --  At June 30, 2018, ConvergeOne had $17.5 million in cash, compared to
        $13.5 million at the end of 2017. Net of debt issuance costs, total debt
        outstanding at June 30, 2018 was $699.8 million, compared to $572.1
        million at the end of 2017.

Dividend

    --  On August 8, 2018, ConvergeOne's Board of Directors declared a regular
        quarterly cash dividend of $0.02 per share to be paid on September 14,
        2018 to stockholders of record as of August 24, 2018. ConvergeOne's
        Board of Directors anticipates declaring this dividend in future
        quarters on a regular basis; however, future declarations are subject to
        Board of Directors' approval and may be adjusted as business needs or
        market conditions change.

2018 Financial Expectations

ConvergeOne management is reaffirming its full year 2018 financial outlook:

    --  Revenue is expected to be in the range of $1,450 to $1,550 million.
    --  Gross profit margin is expected to be in the range of 29.5% to 30.5%.
    --  Adjusted EBITDA per credit agreement is expected in the range of $155 to
        $165 million.
    --  Adjusted Net Income is expected to be in the range of $70 to $78
        million.
    --  Adjusted EPS is expected to be in the range of $0.91 to $1.01 based on
        77 million weighted average shares outstanding on a diluted basis.

Earnings Teleconference Information
ConvergeOne will discuss its second quarter 2018 financial results during a teleconference today, August 9, 2018, at 8:00 AM ET. The conference call can be accessed at (866) 777-2509 (domestic) or (412) 317-5413 (international), conference ID# 10122610. A replay of the conference call will be available through 10:00 AM ET August 16, 2018 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The replay passcode is 10122610. The call will also be broadcast simultaneously at https://investor.convergeone.com/. Following the completion of the call, a recorded replay of the webcast will be available on ConvergeOne's website.

About ConvergeOne
Founded in 1993, ConvergeOne is a leading global IT services provider of collaboration and technology solutions for large and medium enterprises with decades of experience assisting customers to transform their digital infrastructure and realize a return on investment. Over 9,000 enterprise and mid-market customers trust ConvergeOne with collaboration, enterprise networking, data center, cloud and security solutions to achieve business outcomes. Our investments in cloud infrastructure and managed services provide transformational opportunities for customers to achieve financial and operational benefits with leading technologies. ConvergeOne has partnerships with more than 300 global industry leaders, including Avaya, Cisco, IBM, Genesys and Microsoft to customize specific business outcomes. We deliver solutions with a full lifecycle approach including strategy, design and implementation with professional, managed and support services. ConvergeOne holds more than 6,000 technical certifications across hundreds of engineers throughout North America including three Customer Success Centers. More information is available at www.convergeone.com.

Footnotes


    (1)              In the first quarter of 2018, the
                     Company recorded total estimated
                     earnout consideration of $126.9
                     million related to the merger of
                     Forum Merger Corporation and
                     ConvergeOne, as the March 31, 2018
                     last twelve months pro forma
                     EBITDA, as calculated in accordance
                     with the merger agreement, was in
                     excess of $155.0 million, and
                     therefore, the first two tranches
                     of the earnout have been deemed to
                     be achieved. The total earnout
                     consideration was subsequently
                     adjusted to $125.5 million when the
                     Earnout shares were actually issued
                     in May 2018. The earnout
                     consideration was recorded as an
                     equity transaction of $124.0
                     million and compensation expense of
                     $1.4 million. For accounting
                     presentation purposes, the equity
                     portion of the earnout
                     consideration is reflected as a
                     reduction of the net income
                     available to common shareholders.

Forward Looking Statements
This press release includes "forward-looking statements" regarding ConvergeOne with respect to its financial condition, its results of operations, its intended future capital return and its next quarterly cash dividend; the future impact of momentum in its pipeline and backlog; and its financial outlook for 2018. These forward-looking statements reflect ConvergeOne's current views and information currently available. This information is, where applicable, based on estimates, assumptions and analysis that ConvergeOne believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "will", "would", "could", "expect", "intend", "plan", "aim", "estimate", "target", "anticipate", "believe", "continue", "objectives", "outlook", "guidance" or other similar words, and include statements regarding ConvergeOne's plans, strategies, objectives, targets and expected financial performance.

These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of ConvergeOne. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the possibility that ConvergeOne may be adversely affected by economic, business, and/or competitive factors; (2) ConvergeOne's ability to identify and integrate acquisitions and achieve expected synergies and operating efficiencies in connection with acquired businesses; (3) changes in applicable laws or regulations; and (4) other risks and uncertainties indicated from time to time in the reports ConvergeOne files with the Securities and Exchange Commission ("SEC") including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those vary from forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information, cost savings, synergies and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information herein speaks only as of (1) the date hereof, in the case of information about ConvergeOne, or (2) the date of such information, in the case of information from persons other than ConvergeOne. Except as required under applicable law, ConvergeOne undertakes no duty to update or revise the information contained herein.

Use of Non-GAAP Financial Measures
To supplement the financial measures presented in the Company's press release in accordance with accounting principles generally accepted in the United States ("GAAP"), ConvergeOne also presents the following non-GAAP measures of financial performance: Adjusted EBITDA, Adjusted EBITDA per credit agreement, Adjusted net income, and Adjusted EPS.

A "non-GAAP financial measure" refers to a numerical measure of the Company's historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements. The Company provides certain non-GAAP measures as additional information relating to its operating results as a complement to results provided in accordance with GAAP and should not be considered a measure of the Company's liquidity. The non-GAAP financial information presented here should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare the Company's performance to that of other companies.

The Company has presented: Adjusted EBITDA, Adjusted EBITDA per credit agreement, Adjusted net income, and Adjusted EPS as non-GAAP financial measures in this press release. The Company defines adjusted EBITDA as net income (loss) plus (a) total depreciation and amortization, (b) interest expense and other, net, and (c) income tax expense, as further adjusted to eliminate non-cash stock-based compensation expense, acquisition accounting adjustments, transaction costs, and other one-time nonrecurring costs. The Company defines Adjusted EBITDA per credit agreement as Adjusted EBITDA plus (a) Board of Directors related expenses (b) one time and non-recurring process and efficiency improvements, (c) pro forma synergies, and (d) EBITDA per acquisition. The Company defines Adjusted net income as net income (loss) adjusted to exclude (a) amortization of acquisition-related intangible assets, (b) amortization of debt issuance costs, (c) non-cash share-based compensation expense, (d) costs related to debt refinancing, (e) acquisition accounting adjustments, (f) transaction costs, (g) other costs, and (h) the income tax impact associated with the foregoing items. The Company defines Adjusted EPS as Adjusted net income divided by weighted shares outstanding on a diluted basis.

The Company believes the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of the Company's core operations or do not require a cash outlay, such as stock-based compensation. ConvergeOne management uses these non-GAAP financial measures when evaluating the Company's operating performance and for internal planning and forecasting purposes. The Company believes that these non-GAAP financial measures help indicate underlying trends in the Company's business, are important in comparing current results with prior period results, and are useful to investors and financial analysts in assessing the Company's operating performance.

The Company has not reconciled its Adjusted EBITDA per credit agreement and Adjusted Net Income 2018 outlook to GAAP net income, or its Adjusted EPS 2018 outlook to GAAP EPS, because the reconciling items between such GAAP and Non-GAAP financial measures cannot be reasonably predicted or accurately forecasted due to the uncertain of timing and the magnitude of the reconciling items, and therefore, is not available without unreasonable effort.


                                                                         ConvergeOne Holdings, Inc.

                                                                   Condensed Consolidated Balance Sheets

                                                                    (In thousands, except share amounts)


                                                                           As of                             As of

                                                                          June 30,                       December 31,

                                                                                           2018                           2017
                                                                                           ----                           ----

                                                                        (unaudited)

                                             Assets

    Current Assets

    Cash                                                                                $17,529                        $13,475

    Trade accounts receivable, less
     allowances                                                                         357,554                        289,236

    Inventories                                                                          25,161                         14,717

    Prepaid expenses and other current
     assets                                                                              14,864                          9,294

    Deferred customer support contract
     costs                                                                               44,057                         35,151

    Income tax receivable                                                                20,509                         10,576

    Total current assets                                                                479,674                        372,449
                                                                                        -------                        -------


    Other Assets

    Goodwill                                                                            331,377                        331,456

    Finite-life intangibles, net                                                        166,552                        173,642

    Property and equipment, net                                                          37,217                         36,659

    Deferred customer support contract
     costs, noncurrent                                                                    3,420                          3,915

    Non-current income tax receivable                                                       579                          2,620

    Total other assets                                                                  539,145                        548,292
                                                                                        -------                        -------

    Total assets                                                                     $1,018,819                       $920,741
                                                                                     ==========                       ========


                         Liabilities and Stockholders' Equity (Deficit)

    Current Liabilities

    Current maturities of long-term debt                                                 $6,700                         $5,652

    Accounts payable                                                                    189,770                        157,778

    Customer deposits                                                                    20,580                         22,498

    Accrued compensation                                                                 22,431                         34,522

    Accrued other                                                                        38,267                         27,362

    Earnout consideration payable                                                        66,000                              -

    Deferred revenue                                                                     91,203                         68,127

    Total current liabilities                                                           434,951                        315,939
                                                                                        -------                        -------


    Long-Term Liabilities

    Long-term debt, net of debt issuance
     costs and current maturities                                                       693,075                        566,424

    Deferred income taxes                                                                 4,838                         18,056

    Long-term income tax payable                                                             38                          1,563

    Deferred revenue and other long-term
     liabilities                                                                         14,084                         13,118

    Total long-term liabilities                                                         712,035                        599,161
                                                                                        -------                        -------


    Commitments and Contingencies


    Stockholders' Equity (Deficit)

    Preferred stock, $0.0001 par value; 10,000,000 shares

    authorized; no shares issued and
     outstanding                                                                              -                             -

    Common stock, $0.0001 par value; 1,000,000,000 shares

    authorized; 76,341,016 shares issued and outstanding as of

    June 30, 2018; 39,860,610 shares issued

     and outstanding as of December 31,
      2017*                                                                                   8                              4

    Class B convertible common stock, $0.0001 par value; 16,000,000

    nonvoting shares authorized; 6,585,546 nonvoting shares issued

    and outstanding as of December 31,
     2017*                                                                                    -                             1

    Subscription receivable from related
     party                                                                                    -                       (1,805)

    Additional paid-in capital                                                           48,775                         13,464

    Accumulated deficit                                                               (176,950)                       (6,023)

    Total stockholders' equity (deficit)                                              (128,167)                         5,641
                                                                                       --------                          -----

    Total liabilities and stockholders'
     equity (deficit)                                                                $1,018,819                       $920,741
                                                                                     ==========                       ========



    * Retroactively restated for the effect of the reverse recapitalization


                                                                           ConvergeOne Holdings, Inc.

                                                                 Condensed Consolidated Statements of Operations

                                                                    (In thousands, except per share amounts)

                                                                                   (Unaudited)


                                      Three months ended                             Six months ended

                                           June 30,                                      June 30,
                                           --------                                      --------

                                                            2018                                            2017         2018                2017
                                                            ----                                            ----         ----                ----

    Revenue

    Technology offerings                                $197,162                                        $106,203     $338,616            $194,168

    Services                                             193,849                                          85,119      358,736             180,120

    Total revenue                                        391,011                                         191,322      697,352             374,288
                                                         -------                                         -------      -------             -------


    Cost of revenue

    Technology offerings                                 152,529                                          81,544      258,135             150,288

    Services                                             124,154                                          51,991      236,504             112,920

    Total cost of revenue                                276,683                                         133,535      494,639             263,208
                                                         -------                                         -------      -------             -------


    Gross profit

    Technology offerings                                  44,633                                          24,659       80,481              43,880

    Services                                              69,695                                          33,128      122,232              67,200

    Total gross profit                                   114,328                                          57,787      202,713             111,080
                                                         -------                                          ------      -------             -------


    Operating expenses

    Sales and marketing                                   51,144                                          28,079       97,698              58,247

    General and administrative                            27,767                                           9,695       56,311              21,604

    Transaction costs                                      6,204                                             922       12,051               2,035

    Depreciation and amortization                         12,018                                           6,959       23,357              13,985

    Total operating expenses                              97,133                                          45,655      189,417              95,871


    Operating income                                      17,195                                          12,132       13,296              15,209
                                                          ------                                          ------       ------              ------


    Other (income) expense

    Interest income                                         (17)                                            (4)        (65)                (7)

    Interest expense                                      26,507                                          22,785       37,735              31,781

    Preliminary bargain purchase gain                      5,085                                               -    (10,973)                  -

    Other expense, net                                         9                                               5           26                   5

    Total other expense, net                              31,584                                          22,786       26,723              31,779
                                                          ------                                          ------       ------              ------


    Loss before income taxes                            (14,389)                                       (10,654)    (13,427)           (16,570)

    Income tax (benefit) expense                         (6,928)                                            713     (14,772)            (2,082)


    Net income (loss)                                    (7,461)                                       (11,367)       1,345            (14,488)
                                                          ------                                         -------        -----             -------

    Earnout consideration                                  1,436                                               -   (124,005)                  -

    Net loss available to common
     shareholders                                       $(6,025)                                      $(11,367)  $(122,660)          $(14,488)
                                                         =======                                        ========    =========            ========


    Net loss per common share:

    Basic and diluted                                    $(0.08)                                        $(0.29)     $(1.93)            $(0.36)
                                                          ======                                          ======       ======              ======


    Weighted average number of shares
     outstanding:

    Basic and diluted                                 75,222,455                                      39,860,619   63,487,614          39,870,980
                                                      ==========                                      ==========   ==========          ==========


    Cash dividends declared per
     common share                                          $0.02                              $                -       $0.02  $                -
                                                           =====                              ==================       =====  ==================


                              ConvergeOne Holdings, Inc.

                    Condensed Consolidated Statements of Cash Flows

                                    (In thousands)

                                      (Unaudited)


                                                                Six months ended

                                                                  June 30,
                                                                  --------

                                                                   2018                2017
                                                                   ----                ----


    Cash Flows from Operating Activities

    Net income (loss)                                            $1,345           $(14,488)

    Adjustments to reconcile net income (loss) to net
     cash used in

    operating activities:

    Preliminary bargain
     purchase gain                                             (10,973)                  -

    Depreciation of
     property and
     equipment in
     operating expense                                            5,258               2,805

    Depreciation of
     property and
     equipment in cost
     of revenue                                                   2,792                 690

    Amortization of
     finite-life
     intangibles                                                 18,099              11,180

    Change in fair value
     of acquisition-
     related contingent
     consideration                                                (956)                  -

    Deferred income
     taxes                                                      (7,793)            (2,492)

    Amortization of debt
     issuance costs                                                 799               1,755

    Loss on
     extinguishment of
     debt                                                        14,732              13,638

    Stock-based
     compensation
     expense                                                      6,431                 330

    Other                                                          (46)                  5

    Changes in assets and liabilities, net of business
     acquisition in 2018:

    Trade accounts
     receivable                                                 (3,892)              9,773

    Inventories                                                 (7,809)              1,101

    Prepaid expenses,
     deferred customer
     support contract
     costs and other                                              (503)              (193)

    Income tax
     receivable                                                 (7,893)                  -

    Accounts payable and
     accrued expenses                                           (5,599)           (20,904)

    Customer deposits                                           (1,919)              1,240

    Income tax payable                                          (1,525)            (3,846)

    Deferred revenue and
     other long-term
     liabilities                                                (1,910)            (1,437)

    Net cash used in
     operating
     activities                                                 (1,362)              (843)
                                                                 ------                ----


    Cash Flows from Investing Activities

    Purchases of
     property and
     equipment                                                  (7,595)            (3,891)

    Acquisition of
     business, net of
     cash acquired                                             (27,030)                  -

    Net cash used in
     investing
     activities                                                (34,625)            (3,891)
                                                                -------              ------


    Cash Flows from Financing Activities

    Proceeds from
     revolving credit
     agreement                                                  139,000              18,000

    Repayment of
     revolving credit
     agreement                                                (119,000)           (18,000)

    Proceeds from term
     notes, less
     discount                                                   670,000             435,700

    Payment on long-
     term debt                                                (562,325)          (414,138)

    Payment of deferred
     financing costs                                            (9,414)            (5,330)

    Payment of
     extinguishment
     charges                                                    (5,684)            (3,353)

    Dividends paid                                              (1,527)                  -

    Repurchase of common
     stock                                                            -              (385)

    Proceeds from
     subscription
     receivable                                                   1,805                   -

    Proceeds from Forum
     cash                                                       147,335                   -

    Payment of reverse
     recapitalization
     costs                                                     (28,204)                  -

    Payment to former C1
     Securityholders                                          (182,847)                  -

    Repurchase of
     warrants                                                   (9,098)                  -

    Deferred offering
     costs                                                            -            (1,772)

    Net cash provided by
     financing
     activities                                                  40,041              10,722
                                                                 ------              ------

    Net increase in cash                                          4,054               5,988

    Cash -beginning of
     the period                                                  13,475               9,632

    Cash -end of the
     period                                                     $17,529             $15,620
                                                                =======             =======


                                                        ConvergeOne Holdings, Inc.

                                          Reconciliation of GAAP to Non-GAAP Financial Measures

                                                              (In thousands)


                                                                        Three Months Ended June 30,               Six Months Ended June 30,
                                                                        ---------------------------               -------------------------

                                                                               2018                        2017                    2018                   2017
                                                                               ----                        ----                    ----                   ----

                                                                                             (in thousands)

    Adjusted EBITDA reconciliation:

    Net income (loss)                                          $(7,461)                 $(11,367)                  $1,345                  $(14,488)

                                    Depreciation and amortization (a)          13,351                       7,317                  26,149                 14,675

                                    Preliminary bargain purchase gain           5,085                           -               (10,973)                     -

                                    Other expense, net                         26,499                      22,786                  37,696                 31,779

                                    Income tax (benefit) expense              (6,928)                        713                (14,772)               (2,082)

    EBITDA                                                                   30,546                      19,449                  39,445                 29,884

                                    Stock-based compensation expense               45                         174                   6,431                    330

                                     Acquisition accounting adjustments
                                     (b)                                        1,700                           9                   3,264                      3

                                    Transaction costs (c)                       6,204                         922                  12,051                  2,035

                                    Other costs (d)                                59                         753                     394                  2,136

    Adjusted EBITDA                                                          38,554                      21,307                  61,585                 34,388

    Additional Adjustments:

                                    Board of Directors related expense            394                       (272)                    434                  (225)

                                    One time and non-recurring process

                                      and efficiency improvements (e)           2,204                       1,694                   3,114                  2,482

                                    Pro Forma synergies (f)                     3,926                           -                  6,652                  1,533

                                    EBITDA per acquisition (g)                      -                          -                  2,160                      -

    Adjusted EBITDA per Credit
     Agreement                                                  $45,078                    $22,729                  $73,945                    $38,178
                                                                =======                    =======                  =======                    =======


    (a)              Depreciation and amortization
                     equals the sum of depreciation and
                     amortization included in total
                     operating expenses and
                     depreciation and amortization
                     included in total cost of revenue.

    (b)              Acquisition accounting adjustments
                     include charges associated with
                     non-cash acquisition accounting
                     fair value adjustments to deferred
                     revenue and deferred customer
                     support costs.

    (c)              Transaction costs of (1) $6.2
                     million for the three months ended
                     June 30, 2018 include $1.8 million
                     related to transaction-related
                     professional fees, including
                     legal, accounting, tax, and
                     advisory fees, $3.3 million of
                     acquisition-related integration
                     costs, and acquisition-related
                     expenses of $1.1 million related
                     to severance charges and employee
                     retention bonuses, and (2) $0.9
                     million for the three months ended
                     June 30, 2017 include acquisition-
                     related expenses of $0.4 million
                     related to transaction-related
                     professional fees and expenses,
                     and $0.5 million of acquisition-
                     related integration costs.

    (d)              Other costs of (1) $0.1 million for
                     the three months ended June 30,
                     2018 represent one-time
                     recruiting expenses, and (2) $.8
                     million for the three months ended
                     June 30, 2017 include expenses of
                     $0.3 million related to severance
                     and related legal expenses and
                     $0.5 million related to payments
                     to Clearlake for advisory and
                     consulting services pursuant to
                     its management and monitoring
                     services agreement.

    (e)              One time and non-recurring process
                     and efficiency improvements of
                     $2.2 million in the three months
                     ended June 30, 2018 primarily
                     related to Cloud product
                     development activities related to
                     the launch of our Cloud platforms
                     and costs associated with the
                     process of going public.  One time
                     and non-recurring process and
                     efficiency improvements costs for
                     the three months ended June 30,
                     2017 include $1.1 million of Cloud
                     product development activities
                     related to the launch of our Cloud
                     platforms, and $0.5 million
                     related to rating agency fees.

    (f)              Pro Forma synergies represent
                     unrealized cost synergies of
                     acquired companies post-close.

    (g)              EBITDA per acquisition is the
                     acquired companies EBITDA prior to
                     the Company's ownership.


                                                          ConvergeOne Holdings, Inc.

                                            Reconciliation of GAAP to Non-GAAP Financial Measures

                                                   (In thousands except per share amounts)



                                                                            Three Months Ended June 30,               Six Months Ended June 30,
                                                                            ---------------------------               -------------------------

                                                                                   2018                        2017                    2018                     2017
                                                                                   ----                        ----                    ----                     ----

                                                                                                 (in thousands)

    Adjusted net income reconciliation:

    Net income (loss)                                              $(7,461)                 $(11,367)                  $1,345                  $(14,488)

                                        Amortization of intangible assets           9,367                       5,551                  18,099                   11,180

                                        Amortization of debt issuance costs           358                         849                     799                    1,755

                                        Preliminary bargain purchase gain           5,085                           -               (10,973)                       -

                                        Stock-based compensation expense               45                         174                   6,431                      330

                                        Costs related to debt financing            14,732                      13,638                  14,732                   14,194

                                        Acquisition accounting adjustments          1,700                           9                   3,264                        3

                                        Transaction costs                           6,204                         922                  12,051                    2,035

                                        Other costs                                    59                         753                     394                    2,136

                                        Income tax impact of adjustments          (7,339)                    (7,945)               (12,319)                (11,026)

    Adjusted net income                                             $22,750                     $2,584                  $33,823                     $6,119
                                                                    =======                     ======                  =======                     ======



    Adjusted Net Income per share

                                        Adjusted EPS - Basic                        $0.30                                              $0.53
                                        ====================

                                        Adjusted EPS - Diluted                      $0.28                                              $0.48
                                        ======================


    Weighted average number of shares

       outstanding (a)

                                        Basic shares                               75,222                                             63,488

                                        Diluted Shares                             82,340                                             69,909

    (a)  The weighted average diluted
     shares includes the effect of the
     common share equivalents for the
     quarter.  The amount differs from
     diluted shares in the financial
     statements, as common share
     equivalents were excluded for
     financial reporting purposes, due
     to the anti-dilutive effect since
     there was a net loss to common
     shareholders. Diluted shares for
     Adjusted EPS include approximately
     7.1 million of equivalent common
     shares representing the liability
     for the 2018 and 2019 Earnout Cash
     Payments of $66,000,000.  If
     Clearlake elects to pay the
     Earnout in cash, these additional
     common share equivalents would not
     be included in the calculation of
     Adjusted EPS - Diluted.

Contacts:

Media Contact:
Scott Clark
Vice President, Marketing, ConvergeOne
651.393.3957
sclark@convergeone.com

Investor Relations:
Scott MacDonald
651-393-6399
smacdonald@convergeone.com

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SOURCE ConvergeOne Holdings, Inc.