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Waystar Holding Corp.

For the period ended Mar 31, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 30, 2025

WAY$28.35-1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-06.

0001410578-24-001768

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-30.

0001410578-25-001048

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 117 previous paragraphs and 98 current paragraphs.

60 unchanged; 30 reworded; 8 added; 24 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

On February 24, 2025, the Institutional Investors closed an underwritten public offering of 23,000,000 shares of our common stock (inclusive of the underwriters’ option to purchase additional shares) (the “Secondary Offering”). The Company did not sell any shares in the offering or receive any proceeds from the offering. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, dated as of June 10, 2024, by and among the Company, the Institutional Investors, and certain other parties thereto, we paid $1.4 million in certain expenses on behalf of the selling stockholders related to this offering, while the selling stockholders paid all applicable underwriting discounts and commissions.

Current report

General and administrative expense was $23.3 million for the three months ended March 31, 2025 as compared to $26.1 million for the three months ended March 31, 2024, a decrease of $2.8 million, or 10.8%. $8.2 million of the decrease was primarily driven by third party fees paid in connection with the refinancing of the First Lien Credit Facility and payoff of the Second Lien Credit Facility in February 2024. This was partially offset by a $2.6 million increase in stock-based compensation expense, as well as increased personnel costs of $1.6 million.

Current report

Depreciation and amortization expense was $33.4 million for the three months ended March 31, 2025, as compared to $44.2 million for the three months ended March 31, 2024, a decrease of $10.8 million, or 24.4%. The decrease was due to several intangible assets becoming fully amortized in the three months ended December 31, 2024, driving a decrease in intangible amortization.

Current report

Cash flows used in investing activities were $29.9 million for the three months ended March 31, 2025 as compared to $5.6 million for the three months ended March 31, 2024, an increase in cash used of $24.3 million. Cash flows used in investing activities increased due to the purchase of short-term investments totaling $24.4 million during the quarter-ended March 31, 2025.

Current report

Cash flows provided by financing activities were $10.7 million for the three months ended March 31, 2025 as compared to cash flows provided of $20.2 million for the three months ended March 31, 2024, a decrease of $9.5 million. A decrease of $21.4 million was the net impact of refinancing our First Lien Credit Facility refinancing and paying off our Second Lien Credit Facility, each during the three months ended March 31, 2024. This decrease was offset by an increase of $10.6 million in proceeds received from options exercised during the three months ended March 31, 2025.
Removed paragraphs (24)

Previous report

Since 2018, we have completed and successfully integrated nine acquisitions, two of which closed in the second half of 2023; HealthPay24 on August 3, 2023; and certain assets of Olive AI, Inc.’s Clearinghouse and Patient Access business on October 31, 2023. The historical results of operations of our acquisitions are only included starting from the date of closing of such acquisition. As a result, our consolidated statements of operations for any given period during which an acquisition closed may not be comparable to future periods, which would include the results of operations of such acquisition for the entirety of such future period.

Previous report

General and administrative expense was $22.7 million for the three months ended September 30, 2024 as compared to $17.4 million for the three months ended September 30, 2023, an increase of $5.3 million, or 30.7%. The increase was driven by a $3.6 million increase in stock-based compensation expense primarily related to new option and RSU grants related to the June IPO. Additionally, there was increased occupancy expenses due to office relocation resulting in an increase of $1.1 million.

Previous report

Depreciation and amortization expense was $60.2 million for the three months ended September 30, 2024, as compared to $43.7 million for the three months ended September 30, 2023, an increase of $16.5 million, or 37.8%. Due to the relocation of one of our office locations, we reduced the useful life of the related finance lease and leasehold improvement assets which represented $15.8 million of accelerated depreciation for the three months ended September 30, 2024.

Previous report

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Previous report

Revenue was $699.4 million for the nine months ended September 30, 2024 as compared to $584.3 million for the nine months ended September 30, 2023, an increase of $115.1 million, or 19.7%, of which $38.8 million was attributed to subscription revenue from new and existing clients, with $36.4 million generated by provider solutions, and $2.4 million generated from patient payments solutions. Another $74.5 million was attributed to volume-based revenue primarily related to expansion of existing client usage and acquired clients, of which $31.4 million was generated by provider solutions and $43.2 million by patient payments solutions.

Previous report

Cost of revenue was $236.2 million for the nine months ended September 30, 2024 as compared to $182.6 million for the nine months ended September 30, 2023, an increase of $53.6 million, or 29.4%. The increase was primarily driven by $42.7 million in increased costs stemming from higher transaction volume and associated third-party costs, including higher platform usage, of which approximately $12.8 million was from costs associated with provider solutions and $29.9 million from patient payments solutions. Additionally, there was a $5.4 million increase in personnel costs, and a $2.1 million increase in stock-based compensation expense primarily related to the recognition of performance condition options and new option and RSU grants related to the June IPO.

Previous report

Sales and marketing expense was $117.9 million for the nine months ended September 30, 2024 as compared to $93.5 million for the nine months ended September 30, 2023, an increase of $24.5 million, or 26.2%. The increase was primarily driven by an increase in channel partner fees and amortization of the internal commission deferred contract costs asset of $11.3 million associated with revenue growth. Additionally, there was an $9.6 million increase in stock-based compensation expense primarily related to the recognition of performance condition options and new option and RSU grants related to the June IPO.

Previous report

General and administrative expense was $88.8 million for the nine months ended September 30, 2024 as compared to $46.5 million for the nine months ended September 30, 2023, an increase of $42.3 million, or 90.9%. The increase was driven by a $23.4 million increase in stock-based compensation primarily related to the recognition of performance condition options and new option and RSU grants related to the June IPO. Additionally, there were third-party fees of $12.8 million expensed as incurred, including $10.3 million related to the debt modification related to the February 2024 refinancing of the First Lien Credit Facility, $2.4 million related to the June 2024 debt repricing and $0.1 million relates to the payoff of the Second Lien Credit Facility in February 2024.

Previous report

Research and development expense was $37.3 million for the nine months ended September 30, 2024 as compared to $25.5 million for the nine months ended September 30, 2023, an increase of $11.8 million, or 46.0%. The increase was driven by a $6.3 million increase in stock-based compensation primarily related to the recognition of performance condition options and new option and RSU grants related to the June IPO. Additionally, there were increased personnel costs, net of capitalized expenses, of $5.8 million.

Previous report

Depreciation and amortization expense was $148.6 million for the nine months ended September 30, 2024, as compared to $131.8 million for the nine months ended September 30, 2023, an increase of $16.9 million, or 12.8%. Due to the relocation of one of our office locations, we reduced the useful life of the related finance lease and leasehold improvement assets which represented $15.8 million of accelerated depreciation for the nine months ended September 30, 2024.

Previous report

Total interest expense was $126.2 million for the nine months ended September 30, 2024 as compared to $153.1 million for the nine months ended September 30, 2023, a decrease of $26.9 million, or 17.6%. The decrease was driven by the paydowns during 2024 totaling $1.0 billion on our First Lien Credit Facility decreasing the corresponding interest expense.

Previous report

Income tax benefit was $17.4 million for the nine months ended September 30, 2024 as compared to $11.7 million for the nine months ended September 30, 2023, an increase of $5.7 million, or 48.2%. The increase was primarily due to the increase in pre-tax loss, which was primarily driven by stock-based compensation expense related to the recognition of performance condition options, partially offset by improved income from operations and a decrease in interest expense.

Previous report

Non-GAAP Net Income / (Loss) and Non-GAAP Net Income / (Loss) Per Share

Previous report

Cash flows used in investing activities were $21.0 million for the nine months ended September 30, 2024 as compared to $45.8 million for the nine months ended September 30, 2023. Cash flows used in investing activities decreased due to the $30.0 million of cash used in the 2023 acquisition of HealthPay24.
Reworded paragraphs (30)

Previous wording

The following discussion and analysis of Waystar Holding Corp. (“Waystar”, the “Company”, “we”, “us”, and “our”) financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Form 10-Q, and the consolidated financial statements and related notes included in the Prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and other factors outside the Company’s control, as well as assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” above and “Risk factors” in the Prospectus and our other filings with the SEC.

Current wording

The following discussion and analysis of Waystar Holding Corp. (“Waystar”, the “Company”, “we”, “us”, and “our”) financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Form 10-Q, and the consolidated financial statements and related notes included in the 2024 Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and other factors outside the Company’s control, as well as assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” above and “Risk Factors” in the 2024 Form 10-K and our other filings with the SEC.

Previous wording

Our software is used daily by providers of all types and sizes across the continuum of care, including physician practices, clinics, surgical centers, and laboratories, as well as large hospitals and health systems. We currently serve over 30,000 clients of various sizes, representing over one million distinct providers practicing across a variety of care sites, including 18 of the top 22 U.S. News Best Hospitals. Our business model is designed such that as our clients grow to serve more patients, their claims and transactional volumes increase, resulting in corresponding growth in our business. In addition, our clients frequently adopt a greater number of our solutions over time and introduce our solutions across new sites of care. In 2023, we facilitated over five billion healthcare payments transactions, including over $1.2 trillion in gross claims volume, spanning approximately 50% of patients in the United States.

Current wording

Our software is used daily by providers of all types and sizes across the continuum of care, including physician practices, clinics, surgical centers, and laboratories, as well as large hospitals and health systems. We currently serve over 30,000 clients of various sizes, representing over one million distinct providers practicing across a variety of care sites, including 16 of the top 20 U.S. News Best Hospitals. Our business model is designed such that as our clients grow to serve more patients, their claims and transactional volumes increase, resulting in corresponding growth in our business. In addition, our clients frequently adopt a greater number of our solutions over time and introduce our solutions across new sites of care. In 2024, we facilitated over six billion healthcare payments transactions, including over $1.8 trillion in gross claims volume. As of 2023, we facilitated healthcare payments transactions spanning approximately 50% of patients in the United States.

Previous wording

We have demonstrated an ability to drive recurring, predictable, and profitable growth. Over 99% of our revenue is either recurring subscription or based on highly predictable volumes. For the twelve months ended September 30, 2024, our Net Revenue Retention Rate was 109.4% and we have 1,173 clients as of September 30, 2024 generating over $100,000 over the same twelve month period. For the nine months ended September 30, 2024, we generated revenue of $699.4 million (reflecting a 19.7% increase compared to revenue of $584.3 million for the same period in the prior year), net loss of $38.2 million (reflecting a 3.5% increase to net loss compared to net loss of $36.9 million for the same period in the prior year), and Adjusted EBITDA of $283.3 million (reflecting a 14.5% increase compared to Adjusted EBITDA of $247.5 million for the same period in the prior year).

Current wording

We have demonstrated an ability to drive recurring, predictable, and profitable growth. Over 99% of our revenue is either recurring subscription or based on highly predictable volumes. For the twelve months ended March 31, 2025, our Net Revenue Retention Rate was 113.5% and we have 1,244 clients as of March 31, 2025 generating over $100,000 over the same twelve-month period. For the three months ended March 31, 2025, we generated revenue of $256.4 million (reflecting a 14.1% increase compared to revenue of $224.8 million for the same period in the prior year), net income of $29.3 million (compared to net loss of $15.9 million for the same period in the prior year), and Adjusted EBITDA of $107.7 million (reflecting a 16.2% increase compared to Adjusted EBITDA of $92.8 million for the same period in the prior year).

Previous wording

In June 2024, we completed an initial public offering (the “IPO”) of 45,000,000 shares of common stock at a price of $21.50 per share. After underwriting discounts and commissions of $53.2 million, we received total proceeds from the offering of $914.3 million. On July 5, 2024, pursuant to the option granted to the underwriters for a period of 30 days from the date of the Prospectus to purchase up to 6,750,000 additional shares of common stock from us at the IPO price less the underwriting discount, the underwriters exercised the right to purchase 5,059,010 additional shares of common stock, resulting in additional net proceeds of $102.8 million, after deducting underwriting discounts and commissions of $6.0 million. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period. See Item 1, Financial Statements, Note 1 (Business) for more information.

Current wording

In June 2024, we completed an initial public offering (the “IPO”) of 45,000,000 shares of common stock at a price of $21.50 per share. After underwriting discounts and commissions of $53.2 million, we received total proceeds from the offering of $914.3 million. On July 5, 2024, pursuant to the option granted to the underwriters for a period of 30 days from the date of the Prospectus to purchase up to 6,750,000 additional shares of common stock from us at the IPO price less the underwriting discount, the underwriters exercised the right to purchase 5,059,010 additional shares of common stock, resulting in additional net proceeds of $102.8 million, after deducting underwriting discounts and commissions of $6.0 million. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period. See Item 1, Financial Statements, Note 1 (Business) in the 2024 Form 10-K for more information.

Previous wording

Following the February 2024 cybersecurity incident involving one of our competitors, more than 30,000 providers, including a significant number of large health systems and ambulatory providers, began adopting our solutions, and we were able to implement our solutions for many of these new clients in as little as 48 hours. This incident and our response to it generated approximately $12 million and $22 million, respectively, in additional revenue in the three and nine months ended September 30, 2024 due to increased win rates above our historically competitive rates and associated accelerated implementation timeline.

Current wording

Following the February 2024 cybersecurity incident involving one of our competitors, more than 30,000 providers, including a significant number of large health systems and ambulatory providers, began adopting our solutions, and we were able to implement our solutions for many of these new clients in as little as 48 hours. This incident and our response to it generated an approximately $10 million increase in revenue when comparing the three months ended March 31, 2025 and 2024. This increase was due to increased win rates above our historically competitive rates and associated accelerated implementation timeline.

Previous wording

Cost of revenue includes salaries, stock-based compensation, and benefits (“personnel costs”) for our team members who are focused on implementation, support, and other client-focused operations, as well as team members focused on enhancing and developing our platform. Cost of revenue also includes costs for third-party technology such as interchange fees and infrastructure related to the operations of our platform, including communicating and processing patient payments, and services to support the delivery of our solutions. Third-party costs for patient payments solutions are approximately 60% of the revenue generated from these solutions, while third-party costs for provider solutions are approximately 6% to 8% of the associated revenue, in each case, for both the three and nine months ended September 30, 2024 and 2023.

Current wording

Cost of revenue includes salaries, stock-based compensation, and benefits (“personnel costs”) for our team members who are focused on implementation, support, and other client-focused operations, as well as team members focused on enhancing and developing our platform. Cost of revenue also includes costs for third-party technology such as interchange fees and infrastructure related to the operations of our platform, including communicating and processing patient payments, and services to support the delivery of our solutions. Third-party costs for patient payments solutions are approximately 60% of the revenue generated from these solutions, while third-party costs for provider solutions are approximately 6% to 8% of the associated revenue, in each case, for the three months ended March 31, 2025 and 2024.

Previous wording

Research and development (“R&D”) costs consist primarily of personnel costs for team members engaged in research and development activities as well as third-party fees. All such costs are expensed as incurred, except for capitalized software development costs.

Current wording

Research and development costs consist primarily of personnel costs for team members engaged in research and development activities as well as third-party fees. All such costs are expensed as incurred, except for capitalized software development costs.

Previous wording

Income tax benefit includes current income tax and income tax credits from deferred taxes. Income tax benefit is recognized in profit and loss except to the extent that it relates to items recognized in equity or other comprehensive income, in which case the income tax expense is also recognized in equity or other comprehensive income.

Current wording

Income tax expense/(benefit) includes current income tax and income tax credits from deferred taxes. Income tax expense/(benefit) is recognized in profit and loss except to the extent that it relates to items recognized in equity or other comprehensive income, in which case the income tax expense/(benefit) is also recognized in equity or other comprehensive income.

Previous wording

Revenue was $240.1 million for the three months ended September 30, 2024 as compared to $197.3 million for the three months ended September 30, 2023, an increase of $42.8 million, or 21.7%, of which $16.2 million was attributed to subscription revenue from new and existing clients, with $16.0 million generated by provider solutions, and $0.2 million generated from patient payments solutions. Another $26.3 million was attributed to volume-based revenue primarily related to expansion of existing client usage and acquired clients, of which $10.3 million was generated by provider solutions and $16.0 million by patient payments solutions.

Current wording

Revenue was $256.4 million for the three months ended March 31, 2025 as compared to $224.8 million for the three months ended March 31, 2024, an increase of $31.6 million, or 14.1%, of which $19.0 million was attributed to subscription revenue from new and existing clients, almost all of which was generated by provider solutions. Another $12.8 million was attributed to volume-based revenue primarily related to expansion of existing client usage and acquired clients, almost all of which was generated by patient payments solutions.

Previous wording

Included within the revenue increases over the period is an estimated $12 million increase due to our heightened win rates above our historically high rates and accelerated implementation timelines related to the cybersecurity incident involving one of our competitors in February 2024.

Current wording

Included within the revenue increase over the period is an estimated $10 million due to heightened win rates above our historically high rates and accelerated implementation timelines related to the cybersecurity incident involving one of our competitors in February 2024.

Previous wording

Cost of revenue was $80.5 million for the three months ended September 30, 2024 as compared to $62.9 million for the three months ended September 30, 2023, an increase of $17.6 million, or 28.0%. The increase was primarily driven by $14.6 million in increased costs stemming from higher transaction volume and associated third-party costs, including higher platform usage, of which approximately $3.7 million was from costs associated with provider solutions and $10.9 million from patient payments solutions. In addition, there was a $1.9 million increase in personnel costs.

Current wording

Cost of revenue was $83.3 million for the three months ended March 31, 2025 as compared to $75.2 million for the three months ended March 31, 2024, an increase of $8.2 million, or 10.8%. The increase was primarily driven by $6.3 million in increased costs stemming from higher transaction volumes and associated third-party costs, including higher platform usage, of which approximately $8.6 million was from costs associated with patient payment solutions, offset by a decrease of $2.3 million decrease from costs associated with provider solutions, primarily from timing of prior acquisition synergy attainment.

Previous wording

Sales and marketing expense was $38.5 million for the three months ended September 30, 2024 as compared to $32.1 million for the three months ended September 30, 2023, an increase of $6.3 million, or 19.7%. The increase was driven by an increase in channel partner fees and amortization of the internal sales commission deferred contract costs assets of $4.8 million associated with revenue growth. Additionally, there was an increase of $1.1 million in stock-based compensation expense primarily related to new option and RSU grants related to the June IPO.

Current wording

Sales and marketing expense was $40.1 million for the three months ended March 31, 2025 as compared to $33.8 million for the three months ended March 31, 2024, an increase of $6.3 million, or 18.8%. The increase was driven by an increase in channel partner fees and amortization of the internal sales commission deferred contract costs assets of $4.5 million associated with revenue growth. Additionally, there was an increase of $1.0 million in personnel costs and $0.9 million in stock-based compensation expense.

Previous wording

Research and development expense was $11.1 million for the three months ended September 30, 2024 as compared to $9.0 million for the three months ended September 30, 2023, an increase of $2.1 million, or 23.5%. The increase was primarily driven by higher personnel costs, net of capitalized expenses, of $1.4 million increase and increased third party consulting and engineering efforts. Additionally, there was increased stock-based compensation expense of $0.8 million primarily related to new option and RSU grants related to the June IPO.

Current wording

Research and development expense was $11.1 million for the three months ended March 31, 2025 as compared to $10.3 million for the three months ended March 31, 2024, an increase of $0.8 million, or 7.3%. The increase was primarily driven by increased stock-based compensation expense of $0.6 million.

Previous wording

Total interest expense was $18.5 million for the three months ended September 30, 2024 as compared to $52.4 million for the three months ended September 30, 2023, a decrease of $33.9 million, or 64.8%. The decrease was driven by First Lien Credit Facility paydowns during 2024 totaling $1.0 billion.

Current wording

Total interest expense was $18.9 million for the three months ended March 31, 2025 as compared to $57.2 million for the three months ended March 31, 2024, a decrease of $38.3 million, or 66.9%. $27.6 million of the decrease, net of the impact of interest rate swaps, was driven by First Lien Credit Facility paydowns during 2024 totaling $1.0 billion. Additionally, $8.9 million of the decrease was due to a loss on extinguishment of debt that occurred during the three months ended March 31, 2024.

Previous wording

Income tax expense was $3.3 million for the three months ended September 30, 2024, as compared to an income tax benefit of $4.7 million for the three months ended September 30, 2023, an increase of $8.0 million. The increase was primarily driven by shift from a pre-tax loss position to a pre-tax income position driven by a decrease in interest expense for the three months ended September 30, 2024.

Current wording

Income tax expense was $17.0 million for the three months ended March 31, 2025, as compared to an income tax benefit of $6.1 million for the three months ended March 31, 2024, an increase of $23.1 million. The increase was primarily driven by the increase in pre-tax income/(loss), as well as additional deferred tax expense related to non-deductible stock-based compensation expense recognized in the current period.

Previous wording

We present adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income/(loss), and non-GAAP net income/(loss) per share as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses these to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.

Current wording

We present adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, and non-GAAP net income per share as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses these to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.

Previous wording

Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income / (loss), and non-GAAP net income / (loss) per share are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or net income (loss) margin as measures of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. A reconciliation is provided below for our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Current wording

Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, and non-GAAP net income per share are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or net income (loss) margin as measures of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. A reconciliation is provided below for our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Previous wording

We define adjusted EBITDA as net loss before interest expense, net, income tax benefit, depreciation and amortization, and as further adjusted for stock-based compensation expense, acquisition and integration costs, asset and lease impairments, costs related to amended debt agreements, and IPO related costs. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.

Current wording

We define adjusted EBITDA as net income / (loss) before interest expense, net, income tax expense / (benefit), depreciation and amortization, and as further adjusted for stock-based compensation expense, acquisition and integration costs, asset and lease impairments, costs related to amended debt agreements, and costs related to our IPO and the Secondary Offering. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.

Previous wording

The following table presents a reconciliation of net loss to adjusted EBITDA and net loss margin to adjusted EBITDA margin for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table presents a reconciliation of net income / (loss) to adjusted EBITDA and net income / (loss) margin to adjusted EBITDA margin for the three months ended March 31, 2025 and 2024:

Previous wording

We define non-GAAP net income as GAAP net income excluding the impact of stock-based compensation, acquisition and integration costs, asset and lease impairments, IPO related costs, and costs related to amended debt agreements. The tax effects of the adjustments are calculated using a management estimated annual effective non-GAAP tax rate of 21%.

Current wording

We define non-GAAP net income as GAAP net income / (loss) excluding the impact of stock-based compensation, acquisition and integration costs, asset and lease impairments, costs related to our IPO, and the Secondary Offering, and costs related to amended debt agreements and amortization of intangibles. The tax effects of the adjustments are calculated using a management estimated annual effective non-GAAP tax rate of 21%, which is based on our statutory federal tax rate and provides consistency across interim reporting periods by eliminating the effects of non-recurring and period specific items. Due to the differences in the tax treatment of items excluded from non-GAAP net income, our estimate tax rate on non-GAAP net income may differ from our GAAP tax rate.

Previous wording

Non-GAAP net income / (loss) per share is shown on both a basic and diluted basis and is defined as non-GAAP net income / (loss) divided by the basic or diluted weighted-average shares, respectively.

Current wording

Non-GAAP net income per share is shown on both a basic and diluted basis and is defined as non-GAAP net income divided by the basic or diluted weighted-average shares, respectively.

Previous wording

The following table presents a reconciliation of net loss to non-GAAP net income / (loss) and non-GAAP net income / (loss) per share for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table presents a reconciliation of net income/(loss) to non-GAAP net income and non-GAAP net income per share for the three months ended March 31, 2025 and 2024:

Previous wording

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses on a short-term and long-term basis are for working capital, capital expenditures, debt service requirements, and investments in future growth, including acquisitions. We have historically funded our operations and acquisitions through our cash and cash equivalents, cash flows from operations, and debt financings. We believe that our existing unrestricted cash on hand, expected future cash flows from operations, and additional borrowings will provide sufficient resources to fund our operating requirements, as well as future capital expenditures, debt service requirements, and investments in future growth for at least the next 12 months. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings, or a combination of these potential sources of funds. In the event that we need access to additional cash, we may not be able to access the credit markets on commercially acceptable terms or at all. Our ability to fund future operating expenses and capital expenditures and our ability to meet future debt service obligations or refinance our indebtedness will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control, including those described under “Risk factors” in the Prospectus.

Current wording

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses on a short-term and long-term basis are for working capital, capital expenditures, debt service requirements, and investments in future growth, including acquisitions. We have historically funded our operations and acquisitions through our cash and cash equivalents, cash flows from operations, and debt financings. We believe that our existing unrestricted cash on hand, expected future cash flows from operations, and additional borrowings will provide sufficient resources to fund our operating requirements, as well as future capital expenditures, debt service requirements, and investments in future growth for at least the next 12 months. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings, or a combination of these potential sources of funds. In the event that we need access to additional cash, we may not be able to access the credit markets on commercially acceptable terms or at all. Our ability to fund future operating expenses and capital expenditures and our ability to meet future debt service obligations or refinance our indebtedness will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control, including those described under “Risk Factors” in the 2024 Form 10-K.

Previous wording

On September 30, 2024 and December 31, 2023, we had restricted cash of $17.2 million and $9.8 million, respectively, which consists of cash deposited in lockbox accounts owned by us which are contractually required to be disbursed to participating clients on the following day, as well as cash collected on behalf of healthcare providers from patients that have not yet been remitted to providers. These funds payable are not available for our use and liquidity, and are offset on our balance sheet by an aggregated funds payable liability.

Current wording

On March 31, 2025 and December 31, 2024, we had restricted cash of $25.7 million and $22.4 million, respectively, which consists of cash deposited in lockbox accounts owned by us which are contractually required to be disbursed to participating clients on the following day, as well as cash collected on behalf of healthcare providers from patients that have not yet been remitted to providers. These funds payable are not available for our use and liquidity and are offset on our balance sheet by an aggregated funds payable liability.

Previous wording

Our liquidity is influenced by many factors, including timing of revenue and corresponding cash collections, the amount and timing of investments in strategic initiatives, our investments in property, equipment, and software, as well as other factors described under “Risk factors” in the Prospectus. Depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.

Current wording

Our liquidity is influenced by many factors, including timing of revenue and corresponding cash collections, the amount and timing of investments in strategic initiatives, our investments in property, equipment, and software, as well as other factors described under “Risk factors” in the 2024 Form 10-K. Depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.

Previous wording

Cash flows from operating, investing, and financing activities for the nine months ended September 30, 2024 and September 30, 2023, are summarized in the following table:

Current wording

Cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024, are summarized in the following table:

Previous wording

Cash flows provided by operating activities were $105.0 million for the nine months ended September 30, 2024 as compared to $40.0 million for the nine months ended September 30, 2023. This increase is largely driven by the changes in working capital, increases in revenue and profits, and decreases in the cash paid for interest due to the multiple paydowns on our First Lien Credit Facility in 2024.

Current wording

Cash flows provided by operating activities were $64.2 million for the three months ended March 31, 2025 as compared to $10.7 million for the three months ended March 31, 2024, an increase of $53.5 million. This increase is largely driven by the increases in revenue and net income and changes in working capital.

Previous wording

Cash flows provided by financing activities were $15.0 million for the nine months ended September 30, 2024 as compared to cash flows used of ($14.0) million for the nine months ended September 30, 2023. The increase was due to the proceeds from our IPO net of third-party IPO issuance costs (see Note 1 in Financial Statements), as well as the issuance of debt, net of creditor fees (see Note 11 in Financial Statements). These increases were offset by increased payments on our debt compared to the prior period (see Note 11 in Financial Statements).

Previous wording

Refer to Item 1, Financial Statements, Notes 9 (Accounts Receivable Securitization) and 10 (Debt), for a description of our Credit Facilities.

Current wording

Refer to Item 1, Financial Statements, Notes 11 (Accounts Receivable Securitization) and 12 (Debt), for a description of our Credit Facilities.

Previous wording

There have been no material changes to our critical accounting policies and estimates from those disclosed in the Prospectus.

Current wording

There have been no material changes to our critical accounting policies and estimates from those disclosed in the 2024 Form 10-K.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

The following table provides consolidated operating results for the periods indicated and percentage of revenue for each line item:

Previous report — wording carried elsewhere

Included within the revenue increases over the period is an estimated $22 million increase due to our heightened win rates above our historically high rates and accelerated implementation timelines related to the cybersecurity incident involving one of our competitors in February 2024.

Previous report — wording carried elsewhere

Cost of Revenue (Exclusive of Depreciation and Amortization)