Claritev Corp 10-Q for FY2021 Q2

Claritev Corp (CTEV)

10-Q 2021-08-06 For: 2021-06-30

Added on April 07, 2026

About this 10-Q

Claritev Corp filed this 10-Q on August 6, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $276.27M; up 33.5% from $206.88M a year earlier
Net loss: $46.93M; compared with a net loss of $56.25M a year earlier
Diluted EPS: -$0.07; compared with -$0.14 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware						84-3536151
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


			Pages
Glossary			4
Part I. Financial Information
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets			8
Unaudited Condensed Consolidated Statements of Loss and Comprehensive Loss			9
Unaudited Condensed Consolidated Statements of Shareholders' Equity			10
Unaudited Condensed Consolidated Statements of Cash Flows			11
Notes to Unaudited Condensed Consolidated Financial Statements			12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			37
Part II - Other Information
Item 1. Legal Proceedings			39
Item 1A. Risk Factors			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 6. Exhibits			40
Signature			41


	June 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	147,971	$	126,755
Trade accounts receivable, net	61,127		63,198
Prepaid expenses	16,657		17,708
Prepaid taxes	54,148		—
Other current assets, net	1,377		1,193
Total current assets	281,280		208,854
Property and equipment, net	199,616		187,631
Operating lease right-of-use assets	28,839		31,339
Goodwill	4,365,785		4,257,336
Other intangibles, net	3,455,372		3,584,187
Other assets	7,934		14,231
Total assets	$	8,338,826	$	8,283,578
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	10,586	$	15,261
Accrued interest	29,596		31,528
Accrued taxes	—		10,176
Operating lease obligation, short-term	6,833		6,439
Accrued compensation	35,244		21,843
Other accrued expenses	29,506		27,251
Total current liabilities	111,765		112,498
Long-term debt	4,882,240		4,578,488
Operating lease obligation, long-term	24,717		27,499
Private Placement Warrants and unvested founder shares	147,780		106,595
Deferred income taxes	837,073		900,633
Other liabilities	187		—
Total liabilities	6,003,762		5,725,713
Commitments and contingencies (Note 6)
Shareholders’ equity:
Shareholder interests
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued	—		—
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 665,033,300 and 664,183,318 issued; 655,612,160 and 655,075,355 shares outstanding	66		66
Additional paid-in capital	2,304,954		2,530,410
Retained earnings	121,977		116,999
Treasury stock — 9,421,140 and 9,107,963 shares	(91,933)		(89,610)
Total shareholders’ equity	2,335,064		2,557,865
Total liabilities and shareholders’ equity	$	8,338,826	$	8,283,578


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues	$	276,272	$	206,880	$	531,136	$	458,902
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	44,368		51,894		84,098		96,579
General and administrative expenses	39,927		36,066		71,923		57,767
Depreciation	17,008		15,135		33,173		29,641
Amortization of intangible assets	85,167		83,514		169,875		167,027
Total expenses	186,470		186,609		359,069		351,014
Operating income	89,802		20,271		172,067		107,888
Interest expense	64,004		86,050		127,721		177,015
Interest income	(7)		(77)		(11)		(148)

Gain on investments	(25)		—		(25)		—
Change in fair value of Private Placement Warrants and unvested founder shares	81,560		—		41,185		—
Net (loss) income before income taxes	(55,730)		(65,702)		3,197		(68,979)
(Benefit) provision for income taxes	(8,798)		(9,456)		4,252		(10,139)
Net loss	$	(46,932)	$	(56,246)	$	(1,055)	$	(58,840)

Weighted average shares outstanding – Basic	655,609,718		415,700,000		655,361,621		415,700,000
Weighted average shares outstanding – Diluted	655,609,718		415,700,000		655,361,621		415,700,000

Net loss per share – Basic	$	(0.07)	$	(0.14)	$	(0.00)	$	(0.14)
Net loss per share – Diluted	$	(0.07)	$	(0.14)	$	(0.00)	$	(0.14)

Comprehensive loss	$	(46,932)	$	(56,246)	$	(1,055)	$	(58,840)


	Three Months Ended June 30, 2021

	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Treasury stock			Total Shareholders’ Equity
	Shares	Amount						Shares	Amount

Balance at beginning of period	664,277,068	$	66	$	2,297,504	$	168,909	(9,144,461)	$	(89,874)	$	2,376,605

2020 Omnibus Incentive Plan	756,232	—		7,474		—		—	—		7,474
Tax withholding related to vesting of equity awards	—	—		(24)		—		(276,679)	(2,059)		(2,083)
Net loss	—	—		—		(46,932)		—	—		(46,932)
Balance at end of period	665,033,300	$	66	$	2,304,954	$	121,977	(9,421,140)	$	(91,933)	$	2,335,064

	Three Months Ended June 30, 2020

	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Treasury stock			Total Shareholders’ Equity
	Shares	Amount						Shares	Amount

Balance at beginning of period(1)	415,700,000	$	42	$	1,356,975	$	634,968	—	$	—	$	1,991,985

Class B Unit expense	—	—		27,911		—		—	—		27,911
Net loss	—	—		—		(56,246)		—	—		(56,246)
Balance at end of period(1)	415,700,000	$	42	$	1,384,886	$	578,722	—	$	—	$	1,963,650

	Six Months Ended June 30, 2021

	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Treasury stock			Total Shareholders’ Equity
	Shares	Amount						Shares	Amount

Balance at beginning of period	664,183,318	$	66	$	2,530,410	$	116,999	(9,107,963)	$	(89,610)	$	2,557,865

Effect of ASU 2020-06	—	—		(233,874)		6,033		—	—		(227,841)
2020 Omnibus Incentive Plan	849,982	—		8,442		—		—	—		8,442
Tax withholding related to vesting of equity awards	—	—		(24)		—		(313,177)	(2,323)		(2,347)
Net loss	—	—		—		(1,055)		—	—		(1,055)
Balance at end of period	665,033,300	$	66	$	2,304,954	$	121,977	(9,421,140)	$	(91,933)	$	2,335,064

	Six Months Ended June 30, 2020

	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Treasury stock			Total Shareholders’ Equity
	Shares	Amount						Shares	Amount

Balance at beginning of period(1)	415,700,000	$	42	$	1,347,614	$	637,562	—	$	—	$	1,985,218

Class B Unit expense	—	—		37,272		—		—	—		37,272
Net loss	—	—		—		(58,840)		—	—		(58,840)
Balance at end of period(1)	415,700,000	$	42	$	1,384,886	$	578,722	—	$	—	$	1,963,650


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Revenues
Network Services	$	72,073	$	61,544	$	141,438	$	135,126
PSAV	55,297		46,250		109,539		103,407
PEPM	14,062		13,591		27,577		27,871
Other	2,714		1,703		4,322		3,848
Analytic-Based Services	170,793		122,453		327,953		274,096
PSAV	166,602		122,117		319,680		273,308
PEPM	4,191		336		8,273		788
Payment and Revenue Integrity Services	33,406		22,883		61,745		49,680
PSAV	33,267		22,858		61,547		49,636
PEPM	139		25		198		44
Total Revenues	$	276,272	$	206,880	$	531,136	$	458,902


(in thousands)
Total consideration transferred in cash	$	151,776

Cash and cash equivalents	2,100
Trade accounts receivable, net	2,993
Prepaid expenses	369
Other current assets, net	119
Property and equipment, net(1)	9,056
Other assets	276
Other intangibles, net(2)	41,060
Accounts payable	(458)
Other accrued expenses	(5,209)
Deferred income taxes	(6,215)
Long-Term Liabilities	(553)
Total identifiable net assets	43,538

Goodwill	$	108,238


(in thousands)	June 30, 2021		December 31, 2020
Term Loan G	$	2,341,000	$	2,341,000
5.750% Notes	1,300,000		1,300,000
Senior Convertible PIK Notes	1,300,000		1,300,000
Finance lease obligations, non-current	119		92
Long-term debt	4,941,119		4,941,092
Discount – Term Loan G	(3,094)		(3,831)
Discount – Senior Convertible PIK Notes	(29,674)		(329,494)
Debt issuance costs, net:
Term Loan G	(7,494)		(9,666)
5.750% Notes	(18,617)		(19,613)
Long-term debt, net	$	4,882,240	$	4,578,488


	Employee RS	Director RSUs	Employee RSUs	Employee NQSOs
Nonvested as of December 31, 2020	1,468,750	42,847	—	—
Awarded	133,689	87,275	2,870,671	2,442,113
Vested	(796,875)	(48,061)	(7,812)	—
Forfeited	(671,875)	—	—	—
Nonvested as of June 30, 2021	133,689	82,061	2,862,859	2,442,113


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands, except number of shares and per share data)	2021		2020		2021		2020
Numerator for earnings per share calculation
Net Loss	$	(46,932)	$	(56,246)	$	(1,055)	$	(58,840)
Denominator for earnings per share calculation
Weighted average number of shares outstanding – basic	655,609,718		415,700,000		655,361,621		415,700,000
Effect of stock-based compensation	—		—		—		—
Weighted average number of shares outstanding – diluted	655,609,718		415,700,000		655,361,621		415,700,000
Loss per share – basic and diluted:
Net loss per share – basic	$	(0.07)	$	(0.14)	$	(0.00)	$	(0.14)
Net loss per share – diluted	$	(0.07)	$	(0.14)	$	(0.00)	$	(0.14)


	Six Months Ended June 30,
(in billions)		2021	2020
Medical charges processed(1)(3)		$56.7	$49.6
Potential medical cost savings(2)(3)		$9.9	$9.0


($ in thousands, except share and per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Net loss	$	(46,932)	$	(56,246)	$	(1,055)	$	(58,840)
Adjustments:
Amortization of intangible assets	85,167		83,514		169,875		167,027
Stock-based compensation	7,474		27,911		8,442		37,272
Transaction-related expenses	1,206		2,338		6,431		2,698
Gain on investments	(25)		—		(25)		—

Other expenses	4,182		149		5,399		297
Change in fair value of Private Placement Warrants and unvested founder shares	81,560		—		41,185		—
Estimated tax effect of adjustments	(24,336)		(20,640)		(47,200)		(40,802)
Adjusted net income	$	108,296	$	37,026	$	183,052	$	107,652

Weighted average shares outstanding - Basic	655,609,718		415,700,000		655,361,621		415,700,000


Net loss per share – basic	$	(0.07)	$	(0.14)	$	(0.00)	$	(0.14)

Adjusted EPS	$	0.17	$	0.09	$	0.28	$	0.26


	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
($ in thousands)	2021		2020		$		%		2021		2020		$		%
Revenues
Network Services	$	72,073	$	61,544	$	10,529	17.1	%	$	141,438	$	135,126	$	6,312	4.7	%
Analytics-Based Services	170,793		122,453		48,340		39.5	%	327,953		274,096		53,857		19.6	%
Payment and Revenue Integrity Services	33,406		22,883		10,523		46.0	%	61,745		49,680		12,065		24.3	%
Total Revenues	$	276,272	$	206,880	$	69,392	33.5	%	$	531,136	$	458,902	$	72,234	15.7	%
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)
Personnel expenses excluding stock-based compensation	37,565		32,180		5,385		16.7	%	70,197		63,784		6,413		10.1	%
Stock-based compensation	442		12,494		(12,052)		(96.5)	%	452		17,946		(17,494)		(97.5)	%
Personnel expenses including stock-based compensation	38,007		44,674		(6,667)		(14.9)	%	70,649		81,730		(11,081)		(13.6)	%
Access and bill review fees	3,221		3,668		(447)		(12.2)	%	6,936		7,306		(370)		(5.1)	%
Other cost of services expenses	3,140		3,552		(412)		(11.6)	%	6,513		7,543		(1,030)		(13.7)	%
Total costs of services (exclusive of depreciation and amortization of intangible assets shown below)	44,368		51,894		(7,526)		(14.5)	%	84,098		96,579		(12,481)		(12.9)	%
General and administrative expenses excluding stock-based compensation and transaction costs	31,689		18,311		13,378		73.1	%	57,502		35,743		21,759		60.9	%
Stock-based compensation	7,032		15,417		(8,385)		(54.4)	%	7,990		19,326		(11,336)		(58.7)	%
Transaction costs	1,206		2,338		(1,132)		(48.4)	%	6,431		2,698		3,733		138.4	%
Total general and administrative expenses	39,927		36,066		3,861		10.7	%	71,923		57,767		14,156		24.5	%
Depreciation expense	17,008		15,135		1,873		12.4	%	33,173		29,641		3,532		11.9	%
Amortization of intangible assets	85,167		83,514		1,653		2.0	%	169,875		167,027		2,848		1.7	%
Operating income	89,802		20,271		69,531		343.0	%	172,067		107,888		64,179		59.5	%
Interest expense	64,004		86,050		(22,046)		(25.6)	%	127,721		177,015		(49,294)		(27.8)	%
Interest income	(7)		(77)		70		90.9	%	(11)		(148)		137		92.6	%

Gain on investments	(25)		—		(25)		NM		(25)		—		(25)		NM
Change in fair value of Private Placement Warrants and unvested founder shares	81,560		—		81,560		NM		41,185		—		41,185		NM
Net (loss) income before income taxes	(55,730)		(65,702)		9,972		15.2	%	3,197		(68,979)		72,176		104.6	%
(Benefit) provision for income taxes	(8,798)		(9,456)		658		7.0	%	4,252		(10,139)		14,391		141.9	%
Net loss	$	(46,932)	$	(56,246)	$	9,314	16.6	%	$	(1,055)	$	(58,840)	$	57,785	98.2	%


	Six Months Ended June 30,
(in thousands)	2021		2020
Net cash flows provided by (used in):
Operating activities	$	204,389	$	191,867
Investing activities	$	(180,850)	$	(34,866)
Financing activities	$	(2,323)	$	34


			MULTIPLAN CORPORATION

			By:			/s/ David L. Redmond
						David L. Redmond
						Executive Vice President and Chief Financial Officer


1.			I have reviewed this quarterly report on Form 10-Q of MultiPlan Corporation;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced	Approximate Dollar Value of Shares that May Yet Be Purchased
April 1 - 30, 2021	276,679	$	7.44	—	$	—
May 1 - 31, 2021	—	$	—	—	$	—
June 1 - 30, 2021	—	$	—	—	$	—
Total	276,679	$	7.44	—	$	—


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and


			c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


			a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


			b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			/s/ Mark H. Tabak
			Mark H. Tabak
			Chief Executive Officer
			(Principal Executive Officer)


			/s/ David L. Redmond
			David L. Redmond
			Chief Financial Officer
			(Principal Financial Officer)


			1.			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


			2.			To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.