DALLAS & NEW YORK--(BUSINESS WIRE)--Signify Health, Inc. (NYSE: SGFY), a leading healthcare platform that leverages advanced analytics, technology and nationwide healthcare networks to create and power value-based payment programs, today announced the Company’s financial results for the second quarter 2022.
“Our strong second quarter results reflect the meaningful value we are delivering for our clients and the members we serve through our unique capabilities in closing hard-to-reach gaps in care, engaging people in their homes, and connecting providers with the actionable insights required to be successful in value-based payment models,” said Kyle Armbrester, Chief Executive Officer of Signify Health. “We are seeing tremendous demand for our comprehensive evaluations as our health plan clients prioritize member engagement and closing clinical, behavioral, and social care gaps in order to improve health outcomes. In order to meet the needs of our clients, we are focused on driving operational efficiency, expanding our ability to bring connected diagnostic devices into the home, and returning people to care by connecting them with primary care providers, specialists, and care management programs.”
Mr. Armbrester continued, “Since our acquisition of Caravan Health in March, our total cost of care enablement business has outperformed our expectations, including strong shared savings performance and adding new clients that are expected to significantly expand the population managed through our platform in 2023. We are also seeing increasing interest from healthcare providers in moving forward with their roadmaps for beginning, or expanding, their participation in total cost of care payment programs in partnership with us, including several clients who quickly transitioned from episodes-focused models to total cost of care programs. We believe this is a clear testament to the value and deep relationships Signify has created with our health system partners, and their confidence in our ability to drive savings for the healthcare system. Overall, Signify has significant momentum heading into the second half of the year as we continue to pursue our mission to accelerate the transformation of the U.S. healthcare system from fee-for-service to value-based care.”
Second Quarter 2022 Financial Results
- Total revenue for the second quarter grew 16% to $246.2 million, up from $212.8 million in the year-ago period. Growth in the second quarter of 2022 was driven by an 18% increase in Home & Community Services (HCS) segment revenue to $207.6 million and a 3% increase in Episodes of Care Services (ECS) segment revenue to $38.6 million.
- HCS revenue was a quarterly record and is attributable to an increase in in-home evaluation (IHE) volume, which grew to approximately 624 thousand in the second quarter from approximately 497 thousand in the year-ago period.
- Caravan Health, which was acquired in March 2022, contributed $16.6 million of revenue to the ECS segment in the second quarter.
- Second quarter net loss was $490.0 million compared to a net loss of $0.1 million for the year-ago period. Second quarter net loss included a $519.9 million loss on impairment related to the wind down of the ECS segment and $26.9 million of other income related to the remeasurement of the fair value of our Equity Appreciation Rights (EAR) due to a decrease in the Company’s stock price in the second quarter.
- Non-GAAP Adjusted EBITDA1 for the second quarter increased 15% to $62.6 million, compared to $54.6 million for the second quarter 2021, driven primarily by HCS revenue growth.
2022 Outlook
The Company is providing full year 2022 estimates as follows:
- HCS revenue in the range of $800 million to $810 million;
- Caravan Health revenue in the range of $45 million to $48 million for the 10-month period following the acquisition;
- Adjusted EBITDA margin for HCS and Caravan Health of 29% to 30%, which is before shared costs that are currently allocated to the company’s ECS segment;
- Of the $60 million in annualized shared costs that are currently allocated to the ECS segment, the Company continues to expect to eliminate approximately $30 million to $35 million in annualized expenses by the end of 2022
- The Company is not providing guidance for the Episodes business that it is in the process of winding down.
1Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to the reconciliation in “Non-GAAP Financial Measures.” We have not reconciled 2022 guidance for adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, and have not provided forward-looking guidance for net income (loss) because of the uncertainty around certain items that may impact net income (loss), including, among others, the wind down of the Episodes of Care Services business, asset impairments, stock-based compensation and the fair valuation of the EARs, that are not within our control or cannot be reasonably estimated.
Conference Call Information
Signify Health will host a conference call to discuss the Company’s second quarter 2022 results on August 4, 2022 at 8:30am ET. A live audio webcast of the conference call may be accessed through the investor relations section of Signify Health’s website at https://investors.signifyhealth.com/events/default.aspx and will be available for replay for one year.
About Signify Health
Signify Health is a leading healthcare platform that leverages advanced analytics, technology, and nationwide healthcare provider networks to create and power value-based payment programs. Our mission is to transform how care is paid for and delivered so that people can enjoy more healthy, happy days at home. Our solutions support value-based payment programs by aligning financial incentives around outcomes, providing tools to health plans and healthcare organizations designed to assess and manage risk and identify actionable opportunities for improved patient outcomes, coordination and cost-savings. Through our platform, we coordinate what we believe is a holistic suite of clinical, social, and behavioral services to address an individual’s healthcare needs and prevent adverse events that drive excess cost, all while shifting services towards the home.
Forward Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact included in this press release are forward-looking statements. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business, our plan to drive better patient outcomes, our 2022 Outlook, including our 2022 estimates for total GAAP revenue, total Adjusted EBITDA, in-home evaluations, bundled payment program size and bundled payment weighted average savings rate improvements. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: our ability to implement our plan to wind down our Episodes of Care Services segment and realize the anticipated cost savings and positive impact on 2023 earnings; the estimated costs associated with the plan; the impact the plan will have on our operations; the impact of CMMI’s semi-annual reconciliation will have on our estimated revenues for the performance periods beginning in April 2021, October 2021, and April 2022; our failure to maintain and grow our network of high-quality network providers; the COVID-19 pandemic and whether the pandemic will subside in 2022; our ability to realize synergies from the acquisition of Caravan Health, Inc.; factors beyond our control that could impact our ability to complete IHEs; our dependence upon a limited number of key customers; our dependence on certain key government programs including BPCI-A; risks associated with estimating program size and savings rate in BPCI-A; our failure to continue to innovate and provide services that are useful to customers and achieve and maintain market acceptance; our limited operating history with certain of our solutions; our failure to compete effectively; the length and unpredictability of our sales cycle; seasonality that may cause fluctuations in our sales, cash flows and results of operations; the information we provide to, or receive from, our health plans and providers could be inaccurate or incomplete; the risk that the cost of services provided will be higher than benchmark prices in our episodes and care redesign solutions; risks that arise from operating internationally; failure of our existing customers to continue or renew their contracts with us; failure of service providers to meet their obligations to us; our failure to achieve or maintain profitability; our revenues not growing at the rates they historically have, or at all; our failure to successfully execute on our growth initiatives, business strategies, or operating plans; our failure to successfully launch new products; our failure to diversify sources of revenues and earnings; changes in accounting principles applicable to us; incorrect estimates or judgments relating to our critical accounting policies; increases in our level of indebtedness or in interest rates; our failure to effectively adapt to changes in the healthcare industry, including changes in the rules governing Medicare or other federal healthcare programs; our failure to adhere to complex and evolving governmental laws and regulations; our failure to comply with current and future federal and state privacy, security and data protection laws, regulations or standards; our employment of and contractual relationships with our providers subjecting us to licensing or other regulatory risks, including recharacterization of our contracted providers as employees; adverse findings from inspections, reviews, audits and investigations; inadequate investment in or maintenance of our operating platform and other information technology and business systems; our ability to develop and/or enhance information technology systems and platforms to meet our changing customer needs; higher than expected investments in our business including, but not limited to, investments in our technology and operating platform, which could reduce our profitability; security breaches or incidents, loss or misuse of data, a failure in or breach of our operational or security systems or other disruptions; disruptions in our disaster recovery systems or management continuity planning; our ability to obtain, maintain, protect and enforce our intellectual property; our dependence on distributions from Cure TopCo, LLC to fund dividend payments, if any, and to pay our taxes and expenses, including payments under the Tax Receivable Agreement; the control certain equity holders that held an ownership interest in Cure TopCo, LLC prior to our IPO have over us and our status as a controlled company; our ability to realize any benefit from our organizational structure; risks associated with acquiring other businesses including our ability to effectively integrate the operations and technologies of the acquired businesses; and the other risk factors described under “Risk Factors” in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which are available free of charge on the SEC's website at: www.sec.gov.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this press release. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.
About Non-GAAP Financial Measures
This press release contains certain financial measures not presented in accordance with generally accepted accounting principles in the United State (“GAAP”), including Adjusted EBITDA and Adjusted EBITDA margin, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting and for business strategy purposes. Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to GAAP measures. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly-titled measures used by other companies. Management believes that such measures are commonly reported by issuers and widely used by investors as indicators of a company’s operating performance. Please refer to the reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable financial measures prepared in accordance with GAAP below.
Source: Signify Health
Table 1
Signify Health, Inc.
Consolidated Statement of Operations
(unaudited)
|
Three months ended June 30, |
|
Six months ended June 30, |
||||||||||||
($ in millions) |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
||||||||||||
Home & Community Services |
$ |
207.6 |
|
|
$ |
175.4 |
|
|
$ |
394.5 |
|
|
$ |
327.8 |
|
Episodes of Care Services |
|
38.6 |
|
|
|
37.4 |
|
|
|
68.2 |
|
|
|
65.0 |
|
Revenue |
|
246.2 |
|
|
|
212.8 |
|
|
|
462.7 |
|
|
|
392.8 |
|
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Service expense |
|
127.7 |
|
|
|
104.1 |
|
|
|
242.2 |
|
|
|
202.6 |
|
Selling, general and administrative expense |
|
84.4 |
|
|
|
64.9 |
|
|
|
154.7 |
|
|
|
122.2 |
|
Transaction-related expenses |
|
1.7 |
|
|
|
1.0 |
|
|
|
4.9 |
|
|
|
6.6 |
|
Loss on impairment |
|
519.9 |
|
|
|
— |
|
|
|
519.9 |
|
|
|
— |
|
Depreciation and amortization |
|
20.1 |
|
|
|
17.3 |
|
|
|
38.1 |
|
|
|
34.0 |
|
Total operating expenses |
|
753.8 |
|
|
|
187.3 |
|
|
|
959.8 |
|
|
|
365.4 |
|
(Loss) income from operations |
|
(507.6 |
) |
|
|
25.5 |
|
|
|
(497.1 |
) |
|
|
27.4 |
|
Interest expense |
|
4.6 |
|
|
|
6.5 |
|
|
|
8.6 |
|
|
|
13.3 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
5.0 |
|
|
|
— |
|
|
|
5.0 |
|
Other (income) expense |
|
(27.4 |
) |
|
|
14.3 |
|
|
|
1.4 |
|
|
|
71.0 |
|
Other (income) expense, net |
|
(22.8 |
) |
|
|
25.8 |
|
|
|
10.0 |
|
|
|
89.3 |
|
Loss before income taxes |
|
(484.8 |
) |
|
|
(0.3 |
) |
|
|
(507.1 |
) |
|
|
(61.9 |
) |
Income tax expense (benefit) |
|
5.2 |
|
|
|
(0.2 |
) |
|
|
(0.8 |
) |
|
|
(10.1 |
) |
Net loss |
$ |
(490.0 |
) |
|
$ |
(0.1 |
) |
|
$ |
(506.3 |
) |
|
$ |
(51.8 |
) |
Net loss attributable to pre-Reorganization period |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17.2 |
) |
Net loss attributable to noncontrolling interest |
|
(119.5 |
) |
|
|
(0.1 |
) |
|
|
(124.9 |
) |
|
|
(11.4 |
) |
Net loss attributable to Signify Health, Inc. |
$ |
(370.5 |
) |
|
$ |
— |
|
|
$ |
(381.4 |
) |
|
$ |
(23.2 |
) |
|
|
|
|
|
|
|
|
||||||||
Loss per share of Class A common stock |
|
|
|
|
|||||||||||
Basic |
$ |
(2.10 |
) |
|
$ |
— |
|
|
$ |
(2.19 |
) |
|
$ |
(0.14 |
) |
Diluted |
$ |
(2.10 |
) |
|
$ |
— |
|
|
$ |
(2.19 |
) |
|
$ |
(0.14 |
) |
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
176,350,100 |
|
|
|
168,003,727 |
|
|
|
174,565,795 |
|
|
|
167,145,986 |
|
Diluted |
|
176,350,100 |
|
|
|
168,003,727 |
|
|
|
174,565,795 |
|
|
|
167,145,986 |
|
Table 2
Signify Health, Inc.
Consolidated Balance Sheet
(unaudited)
|
June 30, |
December 31, |
|||
($ in millions) |
|
2022 |
|
|
2021 |
|
|
|
|||
ASSETS |
|
|
|||
Current assets |
|
|
|||
Cash and cash equivalents |
$ |
439.4 |
|
$ |
678.5 |
Accounts receivable, net |
|
217.9 |
|
|
217.2 |
Contract assets |
|
172.6 |
|
|
84.3 |
Restricted cash |
|
2.3 |
|
|
5.7 |
Prepaid expenses and other current assets |
|
18.2 |
|
|
14.9 |
Total current assets |
|
850.4 |
|
|
1,000.6 |
Property and equipment, net |
|
23.4 |
|
|
23.7 |
Goodwill |
|
369.7 |
|
|
597.1 |
Intangible assets, net |
|
436.6 |
|
|
455.3 |
Operating lease right-of-use assets |
|
24.8 |
|
|
— |
Deferred tax assets |
|
52.7 |
|
|
38.8 |
Other assets |
|
10.4 |
|
|
11.7 |
Total assets |
$ |
1,768.0 |
|
$ |
2,127.2 |
|
|
|
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|||
Current liabilities |
|
|
|||
Accounts payable and accrued expenses |
$ |
86.0 |
|
$ |
136.7 |
Contract liabilities |
|
52.5 |
|
|
32.9 |
Current maturities of long-term debt |
|
3.5 |
|
|
3.5 |
Current tax receivable agreement liability |
|
5.0 |
|
|
— |
Other current liabilities |
|
15.6 |
|
|
10.0 |
Total current liabilities |
|
162.6 |
|
|
183.1 |
Long-term debt |
|
334.0 |
|
|
334.9 |
Contingent consideration |
|
35.4 |
|
|
— |
Customer EAR liability |
|
63.6 |
|
|
48.6 |
Tax receivable agreement liability |
|
51.4 |
|
|
56.3 |
Deferred tax liabilities |
|
20.5 |
|
|
— |
Noncurrent operating lease liabilities |
|
28.4 |
|
|
— |
Other noncurrent liabilities |
|
1.1 |
|
|
11.4 |
Total liabilities |
|
697.0 |
|
|
634.3 |
|
|
|
|||
Class A common stock, par value $0.01 (176,606,816 and 170,987,365 issued and outstanding at June 30, 2022 and December 31, 2021, respectively) |
|
1.8 |
|
|
1.7 |
Class B common stock, par value $0.01 (57,568,959 and 56,838,744 issued and outstanding at June 30, 2022 and December 31, 2021, respectively) |
|
0.6 |
|
|
0.6 |
Additional paid-in capital |
|
1,165.9 |
|
|
1,101.3 |
(Accumulated deficit) Retained earnings |
|
(362.1 |
) |
|
19.7 |
Contingently redeemable noncontrolling interest |
|
264.8 |
|
|
369.6 |
Total stockholders' equity |
|
1,071.0 |
|
|
1,492.9 |
|
|
|
|||
Total liabilities and stockholders' equity |
$ |
1,768.0 |
|
$ |
2,127.2 |
Table 3
Signify Health, Inc.
Consolidated Statement of Cash Flows
(unaudited)
|
|
Six months ended June 30, |
|||||
($ in millions) |
|
|
2022 |
|
|
2021 |
|
Operating activities |
|
|
|
||||
Net loss |
|
$ |
(506.3 |
) |
$ |
(51.8 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
|
|
|
||||
Depreciation and amortization |
|
|
38.1 |
|
|
34.0 |
|
Asset impairment |
|
|
519.9 |
|
|
— |
|
Equity-based compensation |
|
|
21.7 |
|
|
5.8 |
|
Customer equity appreciation rights |
|
|
13.0 |
|
|
9.8 |
|
Remeasurement of customer equity appreciation rights |
|
|
2.0 |
|
|
71.3 |
|
Amortization of deferred financing fees |
|
|
1.1 |
|
|
1.4 |
|
Amortization of right-of-use assets |
|
|
3.5 |
|
|
— |
|
Loss on extinguishment of debt |
|
|
— |
|
|
5.0 |
|
Remeasurement of contingent consideration |
|
|
4.9 |
|
|
2.2 |
|
Payment of contingent consideration |
|
|
— |
|
|
(1.9 |
) |
Deferred income taxes |
|
|
(15.7 |
) |
|
(14.3 |
) |
Changes in operating assets and liabilities: |
|
|
|
||||
Accounts receivable |
|
|
0.9 |
|
|
54.0 |
|
Prepaid expenses and other current assets |
|
|
(1.3 |
) |
|
(2.7 |
) |
Contract assets |
|
|
(79.2 |
) |
|
(30.4 |
) |
Other assets |
|
|
1.3 |
|
|
(0.6 |
) |
Accounts payable and accrued expenses |
|
|
(51.8 |
) |
|
(25.7 |
) |
Contract liabilities |
|
|
19.6 |
|
|
13.3 |
|
Other current liabilities |
|
|
(3.4 |
) |
|
(1.8 |
) |
Noncurrent lease liabilities |
|
|
(3.8 |
) |
|
— |
|
Other noncurrent liabilities |
|
|
— |
|
|
(1.6 |
) |
Net cash (used in) provided by operating activities |
|
|
(35.5 |
) |
|
66.0 |
|
|
|
|
|
||||
Investing activities |
|
|
|
||||
Capital expenditures - property and equipment |
|
|
(3.8 |
) |
|
(1.9 |
) |
Capital expenditures - internal-use software development |
|
|
(14.3 |
) |
|
(11.6 |
) |
Purchase of long-term investment |
|
|
(0.3 |
) |
|
— |
|
Business combinations, net of cash acquired |
|
|
(189.6 |
) |
|
(0.4 |
) |
Net cash used in investing activities |
|
|
(208.0 |
) |
|
(13.9 |
) |
|
|
|
|
||||
Financing activities |
|
|
|
||||
Repayment of long-term debt |
|
|
(1.8 |
) |
|
(412.5 |
) |
Proceeds from issuance of long-term debt |
|
|
— |
|
|
350.0 |
|
Repayments of borrowings under financing agreement |
|
|
(0.3 |
) |
|
(0.3 |
) |
Payment of contingent consideration |
|
|
— |
|
|
(13.1 |
) |
Payment of debt issuance costs |
|
|
— |
|
|
(9.2 |
) |
Proceeds from IPO, net |
|
|
— |
|
|
604.8 |
|
Distributions to/on behalf of non-controlling interest members |
|
|
(0.8 |
) |
|
(10.4 |
) |
Refunds (payments) of taxes on behalf of New Remedy Corp |
|
|
— |
|
|
0.1 |
|
Proceeds related to the issuance of common stock under stock plans |
|
|
3.9 |
|
|
0.5 |
|
Net cash provided by financing activities |
|
|
1.0 |
|
|
509.9 |
|
|
|
|
|
||||
(Decrease) increase in cash, cash equivalents and restricted cash |
|
|
(242.5 |
) |
|
562.0 |
|
Cash, cash equivalents and restricted cash - beginning of period |
|
|
684.2 |
|
|
77.0 |
|
Cash, cash equivalents and restricted cash - end of period |
|
$ |
441.7 |
|
$ |
639.0 |
|
|
|
|
|
||||
Table 4
Signify Health, Inc.
Reconciliation of net loss to Adjusted EBITDA (non-GAAP)
(Unaudited)
|
Three months ended June 30, |
|
Six months ended June 30, |
||||||||||||
($ in millions) |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net loss |
$ |
(490.0 |
) |
|
$ |
(0.1 |
) |
|
$ |
(506.3 |
) |
|
$ |
(51.8 |
) |
Interest expense |
|
4.6 |
|
|
|
6.5 |
|
|
|
8.6 |
|
|
|
13.3 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
5.0 |
|
|
|
— |
|
|
|
5.0 |
|
Income tax expense (benefit) |
|
5.2 |
|
|
|
(0.2 |
) |
|
|
(0.8 |
) |
|
|
(10.1 |
) |
Depreciation and amortization |
|
20.1 |
|
|
|
17.3 |
|
|
|
38.1 |
|
|
|
34.0 |
|
Asset impairment(a) |
|
519.9 |
|
|
|
— |
|
|
|
519.9 |
|
|
|
— |
|
Other expense (income), net(b) |
|
(27.4 |
) |
|
|
14.3 |
|
|
|
1.4 |
|
|
|
71.0 |
|
Transaction-related expenses(c) |
|
1.7 |
|
|
|
1.0 |
|
|
|
4.9 |
|
|
|
6.6 |
|
Equity-based compensation(d) |
|
14.9 |
|
|
|
3.3 |
|
|
|
21.4 |
|
|
|
5.8 |
|
Customer equity appreciation rights(e) |
|
6.5 |
|
|
|
4.9 |
|
|
|
13.0 |
|
|
|
9.8 |
|
Remeasurement of contingent consideration(f) |
|
4.8 |
|
|
|
2.0 |
|
|
|
4.9 |
|
|
|
2.2 |
|
SEU Expense(g) |
|
0.2 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
1.8 |
|
Non-recurring expenses(h) |
|
2.1 |
|
|
|
0.3 |
|
|
|
2.2 |
|
|
|
1.4 |
|
Adjusted EBITDA |
$ |
62.6 |
|
|
$ |
54.6 |
|
|
$ |
107.6 |
|
|
$ |
89.0 |
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA Margin(i) |
|
25.4 |
% |
|
|
25.6 |
% |
|
|
23.2 |
% |
|
|
22.7 |
% |
|
|
|
|
|
|
|
|
||||||||
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
||||||||
Home & Community Services |
$ |
65.2 |
|
|
$ |
55.8 |
|
|
$ |
121.1 |
|
|
$ |
96.9 |
|
Episodes of Care Services |
|
(2.6 |
) |
|
|
(1.2 |
) |
|
|
(13.5 |
) |
|
|
(7.9 |
) |
(a) |
Asset impairment is related to customer relationships, acquired and capitalized software and goodwill which was impaired due to our decision to wind down our Episodes of Care business which was triggered by the receipt of the reconciliation from CMS in June 2022. |
|
(b) |
Represents other non-operating (income) expense that consists primarily of the quarterly remeasurement of fair value of the outstanding customer equity appreciation rights (“EAR”) and EAR letter agreement as well as interest and dividends earned on cash and cash equivalents. |
|
(c) |
Represents transaction-related expenses that consist primarily of expenses incurred in connection with acquisitions and other corporate development activities, including the Caravan Health acquisition and related integration expenses as well as potential acquisitions that did not proceed, strategic investments and similar activities. Expenses incurred in connection with our IPO, which cannot be netted against proceeds, are also included in transaction-related expenses in 2021. |
|
(d) |
Represents expense related to equity incentive awards, including incentive units, stock options and restricted stock units, granted to certain employees, officers and non-employee directors as long-term incentive compensation. We recognize the related expense for these awards ratably over the vesting period or as achievement of performance criteria become probable. |
|
(e) |
Represents the reduction of revenue related to the grant date fair value of the customer EARs granted pursuant to the customer EAR agreements we entered into in December 2019 and September 2020 as well as the EAR letter agreement we entered into in December 2021. |
|
(f) |
Represents remeasurement of contingent consideration in 2022 related to potential payment due upon completion of certain milestones in connection with our acquisition of Caravan Health. In 2021, relates to potential payments due upon completion of certain milestone events in connection with our acquisition of PatientBlox. |
|
(g) |
Represents compensation expense related to awards of synthetic equity units subject to time-based vesting. A limited number of synthetic equity units were granted in 2020 and 2021 at the time of the IPO; no future grants will be made. Compensation expense related to these awards is tied to the 30-trading day average price of our Class A common stock, and therefore is subject to volatility and may fluctuate from period to period until settlement occurs. |
|
(h) |
Represents certain gains and expenses incurred that are not expected to recur, including those associated with the one-time employee termination benefits, the closure of certain facilities and the early termination of certain contracts as well as one-time expenses associated with the COVID-19 pandemic. |
|
(i) |
We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. |
