ctev-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


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

For the quarter ended March 31, 2025


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

For the transition period from to

Commission file number: 001-39228

CLARITEV CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


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

7900 Tysons One Place, Suite 400

McLean, Virginia 22102

(Address of principal executive offices)

(212) 780-2000

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of each exchange on which registered

Shares of Class A common stock, $0.0001 par value per share

CTEV

New York Stock Exchange

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of May 2, 2025, 16,436,369 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

TABLE OF CONTENTS


			Pages
Part I. Financial Information
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets			3
Unaudited Condensed Consolidated Statements of Loss and Comprehensive Loss			4
Unaudited Condensed Consolidated Statements of Shareholders' Equity			5
Unaudited Condensed Consolidated Statements of Cash Flows			7
Notes to Unaudited Condensed Consolidated Financial Statements			8
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			38
Item 1A. Risk Factors			38

Item 5. Other Information			39
Item 6. Exhibits			39
Signature			42

Part I. Financial Information

Item 1. Financial Statements

CLARITEV CORPORATION

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	23,129	$	16,848
Restricted cash	10,771		12,824
Trade accounts receivable, net	93,466		89,758
Prepaid expenses	27,169		20,493
Prepaid taxes	—		6,747
Unbilled Independent Dispute Resolution fees, net	23,112		21,850
Other current assets, net	7,188		6,995
Total current assets	184,835		175,515
Property and equipment, net	303,782		292,649
Operating lease right-of-use assets	12,098		16,097
Goodwill	2,403,140		2,403,140
Other intangibles, net	2,140,352		2,226,323
Other assets, net	40,317		37,103
Total assets	$	5,084,524	$	5,150,827
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	34,506	$	86,327
Accrued interest	53,409		55,532
Accrued taxes	25,389		—
Operating lease obligation, short-term	4,607		4,385
Current portion of long-term debt	14,690		13,250
Accrued compensation	21,781		33,690
Other accrued expenses	26,090		20,606
Total current liabilities	180,472		213,790
Long-term debt	4,519,673		4,509,725
2025 revolving credit facility	80,000		—
Operating lease obligation, long-term	12,854		13,857
Private Placement Warrants and Unvested Founder Shares	—		—
Deferred income taxes	272,502		325,834
Other liabilities	4,198		3,599
Total liabilities	5,069,699		5,066,805
Commitments and contingencies (Note 7)
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; 17,179,228 and 16,930,827 issued; 16,436,369 and 16,187,968 shares outstanding	2		2
Additional paid-in capital	2,376,700		2,372,955
Accumulated other comprehensive loss	(6,687)		(5,063)
Retained deficit	(2,216,457)		(2,145,139)
Treasury stock — 742,859 and 742,859 shares	(138,733)		(138,733)
Total shareholders’ equity	14,825		84,022
Total liabilities and shareholders’ equity	$	5,084,524	$	5,150,827

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

CLARITEV CORPORATION

Unaudited Condensed Consolidated Statements of Loss and Comprehensive Loss

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2025		2024
Revenues	$	231,330	$	234,508
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	60,436		60,077
General and administrative expenses	50,635		34,857
Depreciation	24,546		20,989
Amortization of intangible assets	85,971		85,971
Loss on impairment of goodwill and intangible assets	—		519,050
Total expenses	221,588		720,944
Operating income (loss)	9,742		(486,436)
Interest expense	91,636		82,198
Interest income	(488)		(926)
Transaction Costs - Refinancing Transaction	7,792		—
Loss (gain) on extinguishment of debt	670		(5,913)

Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares	—		(130)
Net loss before taxes	(89,868)		(561,665)
Benefit for income taxes	(18,549)		(21,976)
Net loss	$	(71,319)	$	(539,689)

Weighted average shares outstanding – Basic and Diluted(1)	16,273,439		16,158,356


Net loss per share – Basic and Diluted(1)	$	(4.38)	$	(33.40)


Net loss	(71,319)		(539,689)
Other comprehensive income:
Change in unrealized (losses) gains on interest rate swaps, net of tax	(1,624)		8,542
Comprehensive loss	$	(72,943)	$	(531,147)

(1)Shares and net loss per share 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 (the "Reverse Stock Split"). See Note 1 General Information and Basis of Accounting.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

CLARITEV CORPORATION

Unaudited Condensed Consolidated Statements of Shareholders' Equity

(in thousands, except share data)


	Three Months Ended March 31, 2025

	Common Stock Issued(1)				Additional Paid-in Capital(1)		Accumulated Other Comprehensive Loss		Retained Deficit		Treasury stock(1)			Total Shareholders’ Equity
	Shares		Amount								Shares	Amount

Balance as of January 1, 2025	16,930,827	—	$	2	$	2,372,954	$	(5,063)	$	(2,145,138)	(742,859)	$	(138,733)	$	84,022

Stock Incentive Plans	260,208		—		6,329		—		—		—	—		6,329
Tax withholding related to vesting of equity awards	—		—		(2,884)		—		—		—	—		(2,884)
Loss arising during the period on Interest rate swaps	—		—		—		(1,330)		—		—	—		(1,330)
Reclassification adjustments for losses included in net loss (interest expense)	—		—		—		(294)		—		—	—		(294)
Issuance of common stock in connection with employee stock purchase plan	14,613		—		301		—		—		—	—		301
Net loss	—		—		—		—		(71,319)		—	—		(71,319)
Balance at end of period	17,205,648		$	2	$	2,376,700	$	(6,687)	$	(2,216,457)	(742,859)	$	(138,733)	$	14,825

Table of Contents

CLARITEV CORPORATION

Unaudited Condensed Consolidated Statements of Shareholders' Equity

(in thousands, except share data)


	Three Months Ended March 31, 2024

	Common Stock Issued(1)			Additional Paid-in Capital(1)		Accumulated Other Comprehensive Loss		Retained Deficit		Treasury stock(1)			Total Shareholders’ Equity
	Shares	Amount								Shares	Amount

Balance at beginning of period	16,695,207	$	2	$	2,348,570	$	(11,778)	$	(499,307)	(487,223)	$	(128,363)	$	1,709,124

Stock Incentive Plans	136,607	—		5,619		—		—		—	—		5,619
Tax withholding related to vesting of equity awards	—	—		(3,352)		—		—		—	—		(3,352)
Gains arising during the period on Interest rate swaps	—	—		—		6,963		$	—	—	—		6,963
Reclassification adjustments for gains included in net income (interest expense)						1,579		—					1,579
Repurchase of common stock	—	—		—		—		—

SEC Form 10-Q filed by Claritev Corporation