Claritev Corp
For the period ended Mar 31, 2025. Filed May 9, 2025.
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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 May 9, 2025
CTEV$22.71+12.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-06.
0001793229-24-000149
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-09.
0001793229-25-000110
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 216 previous paragraphs and 204 current paragraphs.
117 unchanged; 50 reworded; 35 added; 45 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 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 (35)
Current report
Transaction Costs - Refinancing Transaction
Current report
Costs incurred with third parties directly related to an exchange or modification that is not to be accounted for in the same manner as a debt extinguishment, are expensed as incurred.
Current report
Loss (Gain) on Extinguishment of Debt
Current report
(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, tax penalties, non-integration related severance costs, and implementation costs for cloud computing arrangements.
Current report
(2)"Transformation costs" represents costs directly associated with our multi-year transformation program which include personnel costs as well as non-recurring and duplicative costs.
Current report
(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, tax penalties, non-integration related severance costs, and implementation costs for cloud computing arrangements.
Current report
(2)"Transformation costs" represents costs directly associated with our multi-year transformation program which include personnel costs as well as non-recurring and duplicative costs.
Current report
Refinancing Transaction
Current report
As part of the Refinancing Transactions, we have incurred transaction expenses of approximately $76.6 million, of which $7.8 million have been expensed as incurred for three months ended March 31, 2025, and are included in Transaction Costs - Refinancing Transaction in the accompanying unaudited condensed consolidated statements of loss and comprehensive loss.
Current report
Network-Based Services revenues increased by $0.7 million, or 1.6%, in the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase was primarily due to an increase in Workers Comp product line of $1.7 million partially offset by a decrease in Primary PEPM product line.
Current report
Payment and Revenue Integrity Services revenues increased by $2.7 million, or 9.7%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. This increase was primarily due to increases in our Clinical Review and Payment Accuracy product lines of $4.5 million offset by decreases in our Negotiations and Revenue Integrity product lines of $1.9 million. The increase in Payment and Revenue Integrity Services was primarily within our PSAV revenues.
Current report
Costs of services were stable for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.
Current report
The increase in general and administrative expenses of $15.8 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024 was primarily due to $7.7 million of transformation costs and $3.7 million of losses on disposal of assets.
Current report
The increase in interest expense of $9.4 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily due the PIK interest recognized on the New Notes of $10.4 million.
Current report
Loss (gain) on extinguishment of debt
Current report
During the three months ended March 31, 2025, in connection with the Refinancing Transactions, the Company recognized a loss on extinguishment of debt of $0.7 million for unamortized deferred costs relating to the Existing Revolving Credit Commitments.
Current report
Prior to January 30, 2025, our senior secured credit facilities consisted of (a) initial aggregate principal of $1,325.0 million ($1,281.9 million at December 31, 2024) term loan facility maturing on September 1, 2028 and (b) MPH's $450.0 million senior secured revolving credit facility maturing on August 24, 2026, and after January 30, 2025, consist of MPH's senior secured credit facilities which consist of (a) $325.0 million of New First-Out First Lien Term Loans, (b) $1,143.9 million of New Second-Out First Lien Term Loans, and (c) the 2025 revolving credit facility (the "senior secured credit facilities").
Current report
Net cash provided by financing activities increased $104.6 million as compared to the prior-year period, primarily due the net borrowing of $80.0 million on our 2025 revolving credit facility to fund the transaction costs related to the Refinancing Transaction versus the repurchase of PIK Notes of $14.9 million and treasury stock of $10.4 million in the prior period.
Current report
In connection with the Refinancing Transaction, on January 30, 2025, MPH issued senior secured credit facilities composed of $325.0 million of New First-Out First Lien Term Loans and $1,143.9 million of New Second-Out First Lien Term Loans and entered into a $350.0 million senior secured revolving credit facility.
Current report
The New First Lien Term Loans mature on December 31, 2030 and the 2025 revolving credit facility matures on December 31, 2029.
Current report
Interest Rate Swap Agreements
Current report
Senior Convertible PIK Notes
Current report
5.750% Notes
Current report
As used herein, references to “Released Guarantors” are to (i) Benefits Science LLC, (ii) BST Acquisition Corp., (iii) American Lifecare Holdings, Inc., (iv) American Lifecare, Inc., (v) Statewide Independent PPO Inc., (vi) Private Healthcare Systems, Inc., (vii) HSTechnology Solutions, Inc., (viii) HST Acquisition Corp., (ix) Launchpoint Ventures, LLC, (x) DHP Acquisition Corp. and (xi) Data & Decision Science LLC.
Current report
5.50% Notes
Current report
Note Repurchases
Current report
In connection with the Exchange Offers, on January 30, 2025,$1,044.2 million, $974.5 million, and $1,253.5 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, were cancelled. Accordingly, following completion of the Exchange Offers, $5.8 million, $5.3 million, and $420.0 thousand of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, remain outstanding.
Current report
New Notes
Current report
On January 30, 2025, MPH issued $600.2 million in aggregate principal amount of New Second-Out First Lien A Notes with a maturation date of December 31, 2030. The New Second-Out First Lien A Notes will bear interest at a rate per annum equal to 6.50% paid in cash plus 5.00% paid in PIK interest, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. Upon the occurrence of specific kinds of changes of control events, the holders of New Second-Out First Lien A Notes will have the right to cause MPH, to repurchase some or all of the New Second-Out First Lien A Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The New Second-Out First Lien A Notes are guaranteed and secured as described below under “—Guarantees and Security.”
Current report
On January 30, 2025, MPH issued $763.1 million in aggregate principal amount of New Second-Out First Lien B Notes with a maturation date of December 31, 2030. The New Second-Out First Lien B Notes will bear interest at a rate per annum equal to 5.75% in cash, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. Upon the occurrence of specific kinds of changes of control events, the holders of New Second-Out First Lien B Notes will have the right to cause MPH, to repurchase some or all of the New Second-Out First Lien B Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The New Second-Out First Lien B Notes are guaranteed and secured as described below under “—Guarantees and Security.”
Current report
On January 30, 2025, MPH issued $752.5 million in aggregate principal amount of New Third-Out First Lien A Notes with a maturation date of March 31, 2031. The New Third-Out First Lien A Notes will bear interest at a rate per annum equal to 6.00% paid in cash plus 0.75% paid in PIK interest, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. On the maturity date, MPH will repay the outstanding principal amount of the New Third-Out First Lien A Notes at a price equal to 107.0% of the principal amount thereof. Upon the occurrence of specific kinds of changes of control events, the holders of New Third-Out First Lien A Notes will have the right to cause Claritev or MPH, as applicable, to repurchase some or all of the applicable series of New Third-Out First Lien A Notes at 107.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The New Third-Out First Lien A Notes are guaranteed and secured as described below under “—Guarantees and Security.”
Current report
On January 30, 2025, the Company issued $969.4 million in aggregate principal amount of New Third-Out First Lien B Notes with a maturation date of March 31, 2031. The New Third-Out First Lien B Notes will bear interest at a rate per annum equal to 6.00% paid in cash plus 0.75% paid in PIK interest, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. On the maturity date, the Company will repay the outstanding principal amount of the New Third-Out First Lien B Notes at a price equal to 107.0% of the principal amount thereof. Upon the occurrence of specific kinds of changes of control events, the holders of New Third-Out First Lien B Notes will have the right to cause Claritev or MPH, as applicable, to repurchase some or all of the applicable series of New Third-Out First Lien B Notes at 107.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The New Third-Out First Lien B Notes are guaranteed and secured as described below under “—Guarantees and Security.”
Current report
The New Second-Out First Lien A Notes, the New Second-Out First Lien B Notes, the New Third-Out First Lien A Notes, and the New Third-Out First Lien B Notes are referred to collectively as the "New Notes."
Current report
Term Loan B, 5.50% Notes, 5.750% Notes, New First-Out First Lien Term Loans, New Second-Out First Lien Term Loans, and the New Notes have speculative grade ratings. The Senior Convertible PIK Notes are unrated.
Current report
As a result of the Refinancing Transaction, (i) the Company and MPH entered into the amendment to the Existing First Lien Credit Agreement (the "Credit Agreement Amendment") and supplemental indentures with respect to the 5.50% Notes, the 5.750% Notes and the Senior Convertible PIK Notes, which had the effect of eliminating substantially all of the covenants and events of defaults in the Existing First Lien Credit Agreement and in the indentures governing such notes.
Removed paragraphs (45)
Previous report
•the impact of reduced claims volumes resulting from a nationwide outage by a vendor used by our customers;
Previous report
•our ability to identify, complete and successfully integrate acquisitions;
Previous report
•the loss of our existing relationships with providers;
Previous report
•our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;
Previous report
As a result of the Reverse Stock Split, every forty (40) shares of common stock either issued and outstanding or held as treasury stock were combined into one new share of common stock. The Reverse Stock Split did not impact the number of authorized shares of common stock or affect the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive fractional shares of common stock received their pro-rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the Reverse Stock Split (reduced by any customary brokerage fees, commissions and other expenses).
Previous report
Gain on Extinguishment of Debt
Previous report
(1) "Other expenses, net" represent miscellaneous non-recurring income, miscellaneous non-recurring expense, gain or loss on disposal of assets, impairment of other assets, gain or loss on disposal of leases, tax penalties, and non-integration related severance costs.
Previous report
Cyberattack on U.S. Healthcare Infrastructure
Previous report
In first quarter 2024, there was a cyberattack on a critical piece of the U.S. healthcare infrastructure from a data security breach that disrupted claims flows upstream from our services. We believe this delayed the receipt of certain medical claims and contributed to lower medical claims volumes in first, second, and third quarter of 2024.
Previous report
BST Acquisition
Previous report
The results of operations and financial condition of BST have been included in the Company's consolidated results from the date of acquisition. Acquired expenses from the acquisition of BST are included in costs of services and general and administrative expenses for the three and nine months ended September 30, 2024.
Previous report
During the nine months ended September 30, 2023, the Company repurchased and cancelled $184.0 million of the 5.750% Notes, resulting in the recognition of a gain on debt extinguishment of $46.9 million, representing the difference between the purchase price including associated fees and the net carrying amount of the extinguished debt.
Previous report
In the year ended December 31, 2023, the Company repurchased and cancelled $184.0 million of the 5.750% Notes and $25.0 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $46.9 million and $7.1 million, respectively. This gain on debt extinguishment represents the difference between the purchase price including associated fees and the net carrying amount of the extinguished debt.
Previous report
Revenues decreased by $18.9 million, or 2.6%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This decrease in revenues was due to the decrease in Network-Based Services revenues of $33.1 million and the decrease in Payment and Revenue Integrity Services revenues of $1.2 million, offset by the increase in Analytics-Based Services revenues of $15.4 million during this time period, as explained below.
Previous report
Network-Based Services revenues decreased $10.7 million, or 18.8%, in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. Approximately $4.1 million of the decrease was primarily related to customer and program attrition, and approximately $6.6 million of the reduction was from lower medical savings on PSAV claims received from customers and substitution of Analytics-Based Services in lieu of Network-Based Services. These factors contributed to the decrease in Network-Based Services PSAV revenues of $7.6 million, the decrease in PEPM network revenues of $2.0 million, and the decrease in other network revenues of $1.1 million.
Previous report
Network-Based Services revenues decreased $33.1 million, or 19.4%, in the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Approximately $12.3 million of the decrease was primarily related to customer and program attrition, and approximately $20.8 million of the reduction was from lower medical savings on PSAV claims received from customers and substitution of Analytics-Based Services in lieu of Network-Based Services. Medical savings were impacted by reduced claims volumes from a cyberattack at a major claims clearinghouse, which disrupted claims flows across the healthcare industry and ultimately downstream to our platform. These factors contributed to the decrease in Network-Based Services PSAV revenues of $26.9 million and the decrease in PEPM network revenues of $5.9 million and the decrease in other network revenues of $0.3 million.
Previous report
Analytics-Based Services revenues increased $15.4 million, or 3.3%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This increase in revenues was primarily due to the increase in Analytics-Based Services PSAV revenues of $5.6 million as a result of increases in medical savings on PSAV claims, and the increase in PEPM and other revenues of $9.8 million, including an increase in acquired revenues of $5.9 million from the acquisition of BST.
Previous report
Payment and Revenue Integrity Services revenues decreased by $0.9 million, or 3.4%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. This decrease was primarily in our pre-payment lines of business, offset by increases in our post-payment and revenue integrity lines of business. The decrease in Payment and Revenue Integrity Services was primarily in our PSAV revenues which declined by $0.9 million.
Previous report
Payment and Revenue Integrity Services revenues decreased by $1.2 million, or 1.4%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This decrease was primarily in our pre-payment lines of business, offset by increases in our post-payment and revenue integrity lines of business. The decrease in Payment and Revenue Integrity Services was primarily in our PSAV revenues which declined by $1.2 million.
Previous report
The decrease in costs of services of $0.1 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, was primarily due to net expense decreases in miscellaneous other costs of services that are not individually material, offset by increases in access and bill review fees, primarily in claims processing expenses. BST contributed $1.8 million to total costs of services for the three months ended September 30, 2024, as compared to $1.2 million for the three months ended September 30, 2023.
Previous report
The increase in costs of services of $7.5 million, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was primarily due to increases in personnel expenses of $6.9 million related to year-over-year increases in employee headcount, compensation, and stock-based compensation, including increases in personnel costs from the acquisition of BST of $2.9 million, offset by reductions in fringe benefit expenses.
Previous report
BST contributed $6.8 million to total costs of services in the nine months ended September 30, 2024, as compared to $2.3 million for the nine months ended September 30, 2023.
Previous report
The increase in general and administrative expenses of $0.9 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023 was primarily due to the increase in stock-based compensation of $1.6 million. The decrease in general and administrative expenses excluding stock-based compensation and transaction-related expenses, of $0.4 million was primarily due to a $6.8 million increase in capitalized software development and decreases in miscellaneous other expenses that are not individually material, partially offset by increases in personnel expenses excluding stock-based compensation of $4.1 million and increases in professional fees of $2.4 million.
Previous report
BST contributed $1.1 million to total general and administrative expenses for the three months ended September 30, 2024, as compared to $4.4 million for the three months ended September 30, 2023. This decrease in BST general and administrative expenses is primarily due to increases in capitalized software development and to reductions in BST acquired general and administrative expenses and transfers of certain expenses to costs of services as BST is integrated into the organization.
Previous report
The increase in general and administrative expenses of $0.9 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 was primarily due to the decrease in transaction costs of $8.1 million, partially offset by increases in stock-based compensation of $4.4 million and increases in other general and administrative expenses excluding stock-based compensation and transaction-related expenses of $2.8 million. This $2.8 million increase was primarily due to increases in personnel expenses, excluding stock-based compensation, of $18.8 million, increases in professional fees of $6.3 million, and increases in equipment lease and maintenance expenses of $3.0 million, partially offset by increases in capitalized software development of $24.6 million, and decreases in other net general and administrative expenses of $0.8 million that are not individually material.
Previous report
The increase in personnel expenses of $18.8 million primarily related to year-over-year increases in employee headcount, compensation, and related fringe benefits, including increases in BST personnel expenses of $3.5 million.
Previous report
BST contributed $3.4 million to total general and administrative expenses in the nine months ended September 30, 2024, as compared to $5.9 million for the nine months ended September 30, 2023. This decrease in BST general and administrative expenses is primarily due increases in capitalized software development and to reductions in BST acquired general and administrative expenses and transfers of certain expenses to costs of services as BST is integrated into the organization.
Previous report
Amortization of Intangible Assets
Previous report
The increase in amortization of intangible assets for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 was primarily due to the acquisition of BST and the intangibles acquired in the transaction.
Previous report
The decrease in interest expense of $2.5 million and $5.1 million, for the three and nine months ended September 30, 2024, respectively, as compared to the three and nine months ended September 30, 2023 were primarily due to reductions in interest expense due to the swap rate agreements reducing our total interest on the Term Loan B for the three and nine months ended September 30, 2024, and to a lower debt balances primarily due to the repurchase and cancellation of our 5.750% Notes in 2023 and Senior Convertible PIK Notes in 2023 and 2024. Our annualized weighted average cash interest rate decreased by 0.18% across our total debt in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Previous report
As of September 30, 2024, our long-term debt was $4,510.2 million and included (i) a $1,272.0 million Term Loan B, excluding the current portion of Term Loan B of $13.3 million, (ii) $1,050.0 million of 5.50% Senior Secured Notes, (iii) $979.8 million of 5.750% Notes, (iv) $1,253.9 million of Senior Convertible PIK Notes, and net of (v) a discount on Term Loan B of $7.9 million, (vi) a discount on Senior Convertible PIK Notes of $15.2 million, and (vii) debt issue costs of $22.5 million.
Previous report
As of December 31, 2023, our long-term debt was $4,532.7 million and included (i) a $1,281.9 million Term Loan B, excluding the current portion of Term Loan B of $13.3 million, (ii) $1,050.0 million of 5.50% Senior Secured Notes, (iii) $979.8 million of 5.750% Notes, (iv) $1,275.0 million of Senior Convertible PIK Notes, and net of (v) a discount on Term Loan B of $9.3 million, (vi) a discount on Senior Convertible PIK Notes of $18.8 million, and (vii) debt issue costs of $25.9 million.
Previous report
Gain on extinguishment of debt
Previous report
During the nine months ended September 30, 2023, the Company repurchased and cancelled $184.0 million of the 5.750% Notes, resulting in the recognition of a gain on debt extinguishment of $46.9 million, representing the difference between the purchase price including associated fees and the net carrying amount of the extinguished debt.
Previous report
On February 27, 2023, the Board approved a share repurchase program authorizing the Company to repurchase up to $100.0 million of its Class A common stock from time to time in open market transactions. The repurchase program was effective immediately and expires on December 31, 2024. As of September 30, 2024, the Company has repurchased its Class A common stock as part of this program using cash on hand for an aggregate amount of $25.6 million including commissions, of which $10.4 million was spent during the nine months ended September 30, 2024.
Previous report
For the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Previous report
Net cash used in financing activities decreased $120.8 million, or 76.2%, as compared to the prior-year period, primarily due to lower repurchases of debt instruments by $120.1 million.
Previous report
On August 24, 2021, MPH issued new senior secured credit facilities composed of $1,325.0 million of Term Loan B and $450.0 million of Revolver B.
Previous report
Prior to July 1, 2023, the London Interbank Offered Rate was used to calculate the interest on Term Loan B and Revolver B.
Previous report
Loan B factoring in the effect of the interest rate swap agreements was 9.41% as of September 30, 2024 and 9.53% as of December 31, 2023.
Showing the first 40 of 45 passages. Open the source sections for the rest.
Reworded paragraphs (50)
Previous wording
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto contained elsewhere in this Quarterly Report and together with the information included in the Company’s 2023 Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties; the results described below are not necessarily indicative of the results to be expected in any future periods. References to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, share date, per share data and conversion rates with respect to convertible notes and related information have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Current wording
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto contained elsewhere in this Quarterly Report and together with the information included in the Company’s 2024 Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties; the results described below are not necessarily indicative of the results to be expected in any future periods. References to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, performance stock units, share date, per share data and conversion rates with respect to convertible notes and related information have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Previous wording
All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the next quarter and beyond. When used in this Quarterly Report, words such as “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology represent forward-looking statements that include matters that are not historical facts. They may appear in a number of places throughout this Quarterly Report and these forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include:
Current wording
All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), each as amended, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the next quarter and beyond. When used in this Quarterly Report, words such as “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology represent forward-looking statements that include matters that are not historical facts. They may appear in a number of places throughout this Quarterly Report and these forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include:
Previous wording
•loss of our customers, particularly our largest customers;
Current wording
•loss of our clients, particularly our largest clients;
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•the inability of our customers to pay for our services;
Current wording
•the inability of our clients to pay for our services;
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•inability to preserve or increase our existing market share or the size of our preferred provider organization networks;
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•inability to preserve or increase our existing market share or the size of our preferred provider organization ("PPO") networks;
Previous wording
MultiPlan is a leading provider of data-driven cost management solutions that deliver transparency and promote fairness, quality and affordability to the U.S. healthcare industry. Through our proprietary data and technology platform, we provide out-of-network cost management, payment and revenue integrity, data and decision science, business-to-business healthcare payments and other services to the payors of healthcare, which are primarily health insurers and their administrative-services-only platforms, self-insured employers, federal and state government-sponsored health plans (collectively "Payors") and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services.
Current wording
Claritev is a leading provider of data-driven cost management solutions that deliver transparency and promote fairness, quality and affordability to the U.S. healthcare industry. Through our proprietary data and technology platform, we provide out-of-network cost management, payment and revenue integrity, data and decision science, business-to-business healthcare payments and other services to the payors of healthcare, which are primarily health insurers and their administrative-services-only platforms, self-insured employers, federal and state government-sponsored health plans and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services.
Previous wording
The Company, primarily through its operating subsidiary, MultiPlan, Inc., offers its solutions nationally through a range of service lines, which include:
Current wording
The Company, primarily through its operating subsidiary, Claritev, Inc., offers its solutions nationally through a range of service lines, which include:
Previous wording
•Analytics-Based Services reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Our Analytics-Based Services claim pricing services are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These services are generally priced at a bundled PEPM rate;
Current wording
•Analytics-Based Services reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Our Analytics-Based Services claim pricing services are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These services are generally priced at a bundled per-employee-per-moth ("PEPM") rate;
Previous wording
We believe our solutions provide a strong value proposition to Payors, their health plan customers and healthcare consumers, as well as to providers. Overall, our service offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our services is linked to the savings we identify, our revenue model is aligned with the interests of our customers. For the nine months ended September 30, 2024 and September 30, 2023 and year ended December 31, 2023, our comprehensive services identified approximately $18.3 billion, $17.0 billion, and $22.9 billion in potential medical cost savings, respectively.
Current wording
We believe our solutions provide a strong value proposition to payors, their health plan customers and healthcare consumers, as well as to providers. Overall, our service offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our services is linked to the savings we identify, our revenue model is aligned with the interests of our customers. For the three months ended March 31, 2025 and March 31, 2024 and year ended December 31, 2024, our comprehensive services identified approximately $6.2 billion, $5.7 billion, and $24.7 billion in potential medical cost savings, respectively.
Previous wording
On September 20, 2024, the Company effected a one-for-forty (1-for-40) reverse stock split of its Class A common stock (the "Reverse Stock Split"). At a special meeting of stockholders held on September 9, 2024 (the “Special Meeting”), the Company's stockholders approved a Reverse Stock Split with a ratio of not less than 1-for-15 and not greater than 1-for-40, with the exact ratio and effective time of the Reverse Stock Split, if any, to be determined by the Company’s board of directors at any time within one year of the date of the Special Meeting. On September 10, 2024, the board of directors approved a Reverse Stock Split with a ratio of 1-for-40. The Company's common stock commenced trading on a reverse split-adjusted basis on September 23, 2024.
Current wording
On September 20, 2024, the Company effected a one-for-forty (1-for-40) reverse stock split of its Class A common stock.
Previous wording
References to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, share data, per share data and conversion rates with respect to convertible notes and related information contained in the unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Current wording
References to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, performance stock units, share data, per share data and conversion rates with respect to convertible notes and related information contained in the unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Previous wording
The following table presents the medical charges processed and the potential savings identified across our products and revenue streams, including PEPM and PSAV, for the periods presented:
Current wording
The following table presents the medical charges processed and the potential savings identified across our products and revenue streams, including PEPM and percentage of savings ("PSAV"), for the periods presented:
Previous wording
We generate revenues from several sources including: (i) Network-Based Services that process claims at a discount compared to billed fee-for-service rates and by using an extensive network, (ii) Analytics-Based Services that use our leading and proprietary information technology platform to offer customers solutions to reduce medical costs, and (iii) Payment and Revenue Integrity Services that use data, technology, and clinical expertise to identify improper, unnecessary and excessive charges. Payors typically compensate us through either a PSAV achieved or a PEPM rate. Approximately 90% of revenue for the year ended December 31, 2023 was based on a PSAV achieved rate.
Current wording
We generate revenues from several sources including: (i) Network-Based Services that process claims at a discount compared to billed fee-for-service rates and by using an extensive network, (ii) Analytics-Based Services that use our leading and proprietary information technology platform to offer customers solutions to reduce medical costs, and (iii) Payment and Revenue Integrity Services that use data, technology, and clinical expertise to identify improper, unnecessary and excessive charges. Payors typically compensate us through either a PSAV achieved or a PEPM rate. Approximately 88% of revenue for the year ended December 31, 2024 was based on a PSAV achieved rate.
Previous wording
Costs of services (exclusive of depreciation and amortization of intangible assets) consist of all costs specifically associated with claims processing activities for customers, sales and marketing, and the development and maintenance of our networks, analytics-based services, and payment and revenue integrity services. Two of the largest components in costs of services are personnel expenses and access and bill review fees. Access and bill review fees include fees for accessing non-owned third-party provider networks, expenses associated with vendor fees for database access and systems technology used to reprice claims, and outsourced services. Third-party network expenses are fees paid to non-owned provider networks used to supplement our owned network assets to provide more network claim savings to our customers.
Current wording
Costs of services (exclusive of depreciation and amortization of intangible assets) consist of all costs specifically associated with claims processing activities for clients, sales and marketing, and the development and maintenance of our networks, analytics-based services, and payment and revenue integrity services. Two of the largest components in costs of services are personnel expenses and access and bill review fees. Access and bill review fees include fees for accessing non-owned third-party provider networks, expenses associated with vendor fees for database access and systems technology used to reprice claims, and outsourced services. Third-party network expenses are fees paid to non-owned provider networks used to supplement our owned network assets to provide more network claim savings to our clients.
Previous wording
A loss on impairment is recorded in connection with the quantitative impairment testing of our goodwill and indefinite-lived intangibles and is performed annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable, and their fair value is less than their carrying value.
Current wording
A loss on impairment can be recorded in connection with the quantitative impairment testing of our goodwill and indefinite-lived intangibles and is performed annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable, and their fair value is less than their carrying value.
Previous wording
The Company recognizes a gain on extinguishment of debt for the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt.
Current wording
The Company recognizes a loss or (gain) on extinguishment of debt for the difference between the net carrying amount of the extinguished debt immediately before the refinancing and the fair value of the new debt instruments, and fees associated with the issuance of the new debt under the refinancing.
Previous wording
We use EBITDA, Adjusted EBITDA, and Adjusted EPS to evaluate our financial performance. EBITDA, Adjusted EBITDA, and Adjusted EPS are financial measures that are not presented in accordance with GAAP. We believe the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our financial operating results of our core business.
Current wording
We use EBITDA, Adjusted EBITDA, and adjusted earnings per share ("Adjusted EPS") to evaluate our financial performance. EBITDA, Adjusted EBITDA, and Adjusted EPS are financial measures that are not presented in accordance with GAAP. We believe the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our financial operating results of our core business.
Previous wording
EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net loss adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets, and non-income taxes. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expenses, net, (gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, loss on impairment of goodwill and intangible assets, and stock-based compensation. See our unaudited condensed consolidated financial statements included in this Quarterly Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.
Current wording
EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net loss adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets, and non-income taxes. Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expenses, net, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, loss on impairment of goodwill and intangible assets, and stock-based compensation. See our unaudited condensed consolidated financial statements included in this Quarterly Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.
Previous wording
Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net loss adjusted for amortization of intangible assets, stock-based compensation, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, other expense, (gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares, loss on impairment of goodwill and intangible assets, and tax effect of adjustments to arrive at Adjusted net income divided by our basic weighted average number of shares outstanding.
Current wording
Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net loss adjusted for amortization of intangible assets, stock-based compensation, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, other expense, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, loss on impairment of goodwill and intangible assets, and tax effect of adjustments to arrive at Adjusted net income divided by our basic weighted average number of shares outstanding.
Previous wording
Material differences between MultiPlan Corporation and MPH for the three and nine months ended September 30, 2024 and September 30, 2023 include differences in interest expense, income taxes, change in fair value of Private Placement Warrants and Unvested Founder Shares, gain on extinguishment of debt, and stock-based compensation.
Current wording
Material differences between Claritev Corporation and MPH for the three months ended March 31, 2025 and March 31, 2024 include differences in interest expense, income taxes, gain on extinguishment of debt, and stock-based compensation.
Previous wording
For the three and nine months ended September 30, 2024, interest expense for MultiPlan Corporation was higher than MPH by $19.9 million and $59.6 million, respectively, due to interest expense incurred by MultiPlan Corporation on the Senior Convertible PIK Notes. For the three and nine months ended September 30, 2023, interest expense for MultiPlan Corporation was higher than MPH by $20.1 million and $61.2 million, respectively, due to interest expense incurred by MultiPlan Corporation on the Senior Convertible PIK Notes.
Current wording
For the three months ended March 31, 2025 and March 31, 2024, interest expense for Claritev Corporation was higher than MPH by $18.8 million and $20.4 million, respectively, due to interest expense incurred by Claritev Corporation on the Senior Convertible PIK Notes and the New Third-Out First Lien B Notes.
Previous wording
The change in fair value of Private Placement Warrants and Unvested Founder Shares, gain on extinguishment of debt, and stock-based compensation (excluding the employee stock purchase plan) are recorded in the parent company MultiPlan Corporation and not in the MPH operating company and therefore represent differences between MultiPlan Corporation and MPH.
Current wording
The change in fair value of Private Placement Warrants and Unvested Founder Shares, gain on extinguishment of debt, and stock-based compensation (excluding the employee stock purchase plan) are recorded in the parent company Claritev Corporation and not in the MPH operating company and therefore represent differences between Claritev Corporation and MPH.
Previous wording
In the three and nine months ended September 30, 2024, EBITDA expenses for MultiPlan Corporation were lower than MPH by $0.6 million and $1.9 million, respectively, primarily due to insurance premiums paid to our captive insurance company, net of related captive insurance company costs, which are eliminated in the consolidated financial reporting of MultiPlan Corporation. In the three and nine months ended September 30, 2023, EBITDA expenses for MultiPlan Corporation were lower than MPH by $1.0 million and $3.0 million, respectively, primarily due to insurance premiums paid to our captive insurance company, net of related captive insurance company costs, which are eliminated in the consolidated financial reporting of MultiPlan Corporation.
Current wording
In the three months ended March 31, 2025 and March 31, 2024, EBITDA expenses for Claritev Corporation were lower than MPH by $2.2 million and $0.6 million, respectively, primarily due to insurance premiums paid to our captive insurance company, net of related captive insurance company costs, which are eliminated in the consolidated financial reporting of Claritev Corporation.
Previous wording
(1)Shares, common stock and additional paid-in capital have been retroactively adjusted for all periods presented to reflect the one-for-forty (1-for-40) reverse stock split that became effective on September 20, 2024. See Note 1 General Information and Basis of Accounting of the Notes to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
Current wording
(3)Shares, common stock and additional paid-in capital have been retroactively adjusted for all periods presented to reflect the one-for-forty (1-for-40) reverse stock split that became effective on September 20, 2024. See Note 1 General Information and Basis of Accounting of the Notes to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
Previous wording
During the nine months ended September 30, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $5.9 million, representing the difference between the purchase price including associated fees and the net carrying amount of the extinguished debt.
Current wording
During the three months ended March 31, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $5.9 million, representing the difference between the purchase price including associated fees and the net carrying amount of the extinguished debt.
Previous wording
Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
Current wording
Results of Operations for the Three Months Ended March 31, 2025 and 2024
Previous wording
Revenues decreased by $12.3 million, or 5.1%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. This decrease in revenues was due to the decrease in Network-Based Services revenues of $10.7 million, the decrease in Analytics-Based Services revenues of $0.7 million, and the decrease in Payment and Revenue Integrity Services Revenues of $0.9 million during this time period.
Current wording
Revenues decreased by $3.2 million, or 1.4%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. This decrease in revenues was due to the decrease in Analytics-Based Services revenues of $6.7 million, partially offset by the increase in Payment and Revenue Integrity Services Revenues of $2.7 million during this time period.
Previous wording
Analytics-Based Services revenues decreased by $0.7 million, or 0.4%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. This decrease in revenue was primarily due to the decrease in Analytics-Based Services PSAV revenues of $1.0 million primarily related to customer and program attrition, offset by the increase in revenue from the increase in medical savings on PSAV claims. This decrease in PSAV revenues was offset by the increase in PEPM and other revenues of $0.3 million. Acquired revenues from BST increased by $0.4 million during this period.
Current wording
Analytics-Based Services revenues decreased by $6.7 million, or 4.2%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. This decrease in revenue was primarily due to a decrease in Analytics-Based Services PSAV of $8.9 million primarily related to customer and program attrition.
Previous wording
The increases in depreciation expenses of $3.0 million, or 15.2%, and $8.7 million, or 15.3%, for the three and nine months ended September 30, 2024, respectively, as compared to the three and nine months ended September 30, 2023, were due to purchases of property and equipment, including internally generated capitalized software, partially offset by assets that were written-off or became fully depreciated in the period.
Current wording
The increases in depreciation expenses of $3.6 million, or 16.9%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, were due to purchases of property and equipment, including internally generated capitalized software, partially offset by assets that were written-off or became fully depreciated in the period.
Previous wording
For the three and nine months ended September 30, 2024, in connection with quantitative impairment testing performed on our goodwill and indefinite-lived intangibles, we recorded a loss on impairment of goodwill and indefinite-lived intangibles of $361.6 million and $1,434.4 million, respectively. The loss on impairment of goodwill and intangible assets was primarily due to the use of lower projected cash flows and lower EBITDA multiples.
Current wording
For the three months ended March 31, 2024, in connection with quantitative impairment testing performed on our goodwill and indefinite-lived intangibles, we recorded a loss on impairment of goodwill and indefinite-lived intangibles of $516.4 million and $2.7 million, respectively. For the three months ended March 31, 2025, no such loss was recorded.
Previous wording
As of September 30, 2024 and September 30, 2023, our total debt had an annualized weighted average cash interest rate of 6.79% and 6.97%, respectively. As of December 31, 2023, our total debt had a weighted average cash interest rate of 6.83%.
Current wording
Our annualized weighted average cash interest rate increased by 0.13% across our total debt in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. As of March 31, 2025 and March 31, 2024, our total debt had an annualized weighted average cash interest rate of 6.96% and 6.82%, respectively. As of December 31, 2024, our total debt had a weighted average cash interest rate of 6.68%.
Previous wording
The decreases in interest income of$0.3 million and $4.4 million for thethree and nine months ended September 30, 2024, respectively, as compared to thethree and nine months ended September 30, 2023 were primarily due to less interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.
Current wording
The decreases in interest income of $0.4 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024 were primarily due to less interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.
Previous wording
During the nine months ended September 30, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $5.9 million, representing the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt.
Current wording
During the three months ended March 31, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $5.9 million, representing the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt.
Previous wording
Net loss before income taxes for the three months ended September 30, 2024 of $418.7 million generated a benefit for income taxes of $27.2 million. Net loss before income taxes for the three months ended September 30, 2023 of $31.0 million generated a benefit for income taxes of $6.9 million.
Current wording
Net loss before income taxes for the three months ended March 31, 2025 of $89.9 million generated a benefit for income taxes of $18.5 million. Net loss before income taxes for the three months ended March 31, 2024 of $561.7 million generated a benefit for income taxes of $22.0 million.
Previous wording
The effective tax rate for the nine months ended September 30, 2024 differed from the statutory rate primarily due to stock compensation expense, limitations on executive compensation, non-deductible goodwill impairment, and state taxes. The effective tax rate for the nine months ended September 30, 2023 differed from the statutory rate primarily due to stock-based compensation expense, non-deductible mark-to-market liability, non-deductible transaction costs due to the BST acquisition and state tax expense.
Current wording
The effective tax rate for the three months ended March 31, 2025 differed from the statutory rate primarily due to stock compensation expense, limitations on executive compensation, and state taxes. The effective tax rate for the three months ended March 31, 2024 differed from the statutory rate primarily due to stock compensation expense, limitations on executive compensation, non-deductible goodwill impairment, and state taxes.
Previous wording
As of September 30, 2024, we had cash and cash equivalents of$97.2 million, which includes restricted cash of$10.6 million. As of September 30, 2024, we had $442.1 million of loan availability under the revolving credit facility. As of September 30, 2024, we had four letters of credit totaling $7.9 million of utilization against the revolving credit facility. Three letters of credit are used to satisfy real estate lease agreements for three of our offices in lieu of security deposits in the amount of $1.8 million as of September 30, 2024 and December 31, 2023. The Company also has an irrevocable letter of credit to satisfy the obligations of a subsidiary in the amount of $6.1 million as of September 30, 2024 and December 31, 2023.
Current wording
As of March 31, 2025, we had cash and cash equivalents of$33.9 million, which includes restricted cash of$10.8 million. As of March 31, 2025, we had $264.8 million of loan availability under the revolving credit facility. As of March 31, 2025, we had five letters of credit totaling $5.2 million of utilization against the revolving credit facility. Four letters of credit are used to satisfy real estate lease agreements for four of our offices in lieu of security deposits in the amount of $3.2 million as of March 31, 2025 and December 31, 2024. The Company also has an irrevocable letter of credit to satisfy the obligations of a subsidiary in the amount of $2.0 million as of March 31, 2025 and $6.1 million as of December 31, 2024.
Previous wording
Our primary sources of liquidity are internally generated funds combined with our borrowing capacity under our revolving credit facility. We believe these sources will provide sufficient liquidity for us to meet our working capital and capital expenditure and other cash requirements for the next twelve months and a least through the current maturities of our debt starting in 2027. We may from time to time at our sole discretion, purchase, redeem, or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital, and debt requirements are also dependent upon our future financial performance, which is subject to many economic, commercial, financial, and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings, or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.
Current wording
Our primary sources of liquidity are internally generated funds combined with our borrowing capacity under our 2025 revolving credit facility. We believe these sources will provide sufficient liquidity for us to meet our working capital, and capital expenditure and other cash requirements for the next twelve months. We may from time to time at our sole discretion purchase, redeem or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital, and debt requirements are also dependent upon our future financial performance, which is subject to many economic, commercial, financial and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings, or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.
Previous wording
Cash flows from operating activities decreased by $3.0 million, or 2.1%, primarily due to lower earnings once adjusted for non-cash items, partially offset by favorable changes in working capital. Changes in our working capital requirements reflect the increase in accrued taxes and the decrease in the current value of our cash flow derivatives, partially offset by an increase in our trade receivables and other assets.
Current wording
Cash flows from operating activities decreased by $79.8 million, primarily due to lower earnings once adjusted for non-cash items, and unfavorable changes in working capital. Changes in our working capital requirements reflect primarily the payment of the transaction costs related to the Refinancing Transaction.
Previous wording
Net cash used in investing activities decreased $130.8 million, or 59.9%, as compared to the prior-year period, primarily due to the acquisition of BST during the prior-year period.
Current wording
Net cash used in investing activities increased $8.3 million, or 27.2%, as compared to the prior-year period, primarily due to investments in technologies to support our transformation initiatives.
Previous wording
Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) Term SOFR (or, with respect to the term loan facility only, 0.50%, if higher), plus the applicable SOFR adjustment, plus the applicable margin, or (b) the highest rate of (1) the prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the Term SOFR for an interest period of one month, plus the applicable SOFR adjustment, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 9.57% as of September 30, 2024.
Current wording
Interest on the New First-Out First Lien Term Loans is calculated, at MPH’s option, as (a) Term SOFR (or 0.50%, if higher) plus 3.75% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus 1.00%, and (4) 1.50% plus (y) 2.75%. Interest on the New Second-Out First Lien Term Loans is calculated, at MPH's option, as (a) Term SOFR (or 0.50%, if higher) plus the applicable SOFR adjustment plus 4.60% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus the applicable SOFR adjustment plus 1.00%, and (4) 1.50% plus (y) 3.60%. Interest on the 2025 Revolving Credit Loans is calculated, at MPH’s option, as (a) Term SOFR (or 0.00%, if higher) plus 3.75% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus 1.00% and (4) 1.00% plus (y) 2.75%.
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
For the three months ended March 31, 2025 as compared to the three months ended March 31, 2024
Current report — wording carried from elsewhere
In the three months ended March 31, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $5.9 million.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
On May 8, 2023, the Company acquired BST, a company offering a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive and prescriptive analytics that enable customers to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning.
Previous report — wording carried elsewhere
Change in fair value of Private Placement Warrants and Unvested Founder Shares
Previous report — wording carried elsewhere
The Company re-measures the fair value of the Private Placement Warrants and Unvested Founder Shares at each reporting period. From December 31, 2023 to September 30, 2024, the fair value of the Private Placement Warrants decreased by$0.2 million and the fair value of the Unvested Founder Shares decreased by$0.3 million. The decrease was primarily due to the decrease in the stock price of the Company's Class A common stock and the passage of time over that period.
Previous report — wording carried elsewhere
Net loss before income taxes for the nine months ended September 30, 2024 of $1,584.6 million generated a benefit for income taxes of $76.7 million. Net loss before income taxes for the nine months ended September 30, 2023 of $75.3 million generated a benefit for income taxes of $15.0 million.