CONVEY HEALTH SOLUTIONS HOLDINGS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

March 23, 2022 at 05:11 pm

You should read the following discussion of our financial condition and results
of operations in conjunction with our financial statements and the related notes
and other financial information included elsewhere in this Annual Report on Form
10-K ("Form 10-K").

The following discussion and analysis also includes discussion of certain non-GAAP financial measures. For a description and reconciliation of the non-GAAP measures discussed in this section, see "Non-GAAP Financial Measures" below.



This Form 10-K contains "forward-looking statements". These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based on our current
beliefs, expectations and assumptions regarding the future of our business,
future plans and strategies and other future conditions. Such forward-looking
statements may include, without limitation, statements about future
opportunities for us and our products and services, our future operations,
financial or operating results, anticipated business levels, future earnings,
planned activities, anticipated growth, market opportunities, strategies,
competitions and other expectations and targets for future periods. In some
cases, you can identify forward-looking statements because they contain words
such as "anticipate," "believe," "estimate," "expect," "intend," "may,"
"predict," "project," "target," "potential," "seek," "will," "would," "could,"
"should," continue," contemplate," "plan" and other words and terms of similar
meaning. Forward-looking statements are subject to known and unknown risks and
uncertainties, many of which may be beyond our control. We caution you that
forward-looking statements are not guarantees of future performance or outcomes
and that actual performance and outcomes may differ materially from those made
in or suggested by the forward-looking statements contained in this Form 10-K.
In addition, even if our results of operations, financial condition and cash
flows, and the development of the markets in which we operate, are consistent
with the forward-looking statements contained in this Form 10-K, those results
or developments may not be indicative of results or developments in subsequent
periods. New factors emerge from time to time that may cause our business not to
develop as we expect, and it is not possible for us to predict all of them.
Factors that could cause actual results and outcomes to differ from those
reflected in forward-looking statements include, among others, the following:
our ability to retain our existing clients or attract new clients, and sell
additional solutions and services to our clients; our dependence on a small
number of clients for a substantial portion of our total revenue; limitations of
our clients' growth prospects, and the failure of the size of the total
addressable markets in which we compete or expect that we may compete in the
future to grow at rates currently expected; our ability to achieve or maintain
profitability; Federal reductions in Medicare Advantage funding; significant
consolidation in the healthcare industry, and decisions by clients to perform
internally some of the same solutions or services we offer; the limited
operating history we have with certain of our solutions; a failure to deliver
high-quality member management services to our clients' members; the competition
we face from healthcare services and technology companies; risks related to
acquisitions of other businesses or technologies and other significant
transactions; increases in labor costs, including due to changing minimum wage
laws, and an overall tightening of the labor market; the long and unpredictable
sales and integration cycles for our solutions; an economic downturn or
volatility, including as a result of the ongoing COVID-19 pandemic; our ability
to achieve market acceptance of new or updated solutions and services; our
reliance on third parties for certain components of our business; significant
fluctuations in our quarterly results of operations due to seasonality; our
ability to achieve or maintain adequate utilization and suitable billing rates
for our consultants, and our ability to deliver our services to our clients;
recent and future developments in the Medicare Advantage market or the
healthcare industry generally, including with respect to changing laws and
regulations; our ability to comply with applicable laws, regulations and
standards relating to data privacy and security; security breaches or incidents,
failures and other disruptions of the information technology systems used in our
business operations and of the sensitive information we collect, process,
transmit, use and store; disruptions in service, and other software and systems
failures, affecting us and our vendors; our ability to obtain, maintain, protect
and enforce our intellectual property and proprietary rights; our ability to
operate our business without infringing, misappropriating or otherwise violating
the intellectual property or proprietary rights of third parties; our
substantial indebtedness, and the restrictions imposed by our indebtedness on
our subsidiaries; identified material weaknesses in our internal control over
financial reporting and a failure to remediate these material weaknesses, and
the effectiveness of our internal control over financial reporting; and the
significant influence our principal stockholder, TPG, has over us.

For a further discussion of these and other factors that could impact our future
results, performance or transactions, see Part I, Item 1A "Risk Factors" of this
Form 10-K and our other filings with the Securities and Exchange Commission
("SEC"). Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Moreover, we operate in a very competitive and
rapidly changing environment, and new risks emerge from time to time. It is not
possible for us to predict all risks, nor can we assess the impact of all
factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the future events and trends discussed in this
Form 10-K may not occur and actual results could differ materially and adversely
from those anticipated or implied in the forward-looking statements. In


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addition, statements that "we believe" and similar statements reflect our
beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this Form 10-K, and, while we
believe such information forms a reasonable basis for such statements, such
information may be limited or incomplete, and our statements should not be read
to indicate that we have conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. We qualify all of the
forward-looking statements in this Form 10-K by these cautionary statements.
Except as required by law, we undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.

                                    Overview

The Company is a leading healthcare platform that utilizes technology and
processes to improve government-sponsored health plans, including Medicare
Advantage ("MA") plans. We help health plans to grow membership and revenue as
well as operate more effectively and efficiently. We are a trusted
solutions-oriented partner to payors and deliver purpose-built technology and
services to enhance our clients' mission-critical workflows. Our solutions
address health plan needs, including product development and sales, member
experience management, clinical management, core operations, business
intelligence and analytics. Leveraging our technology and expert advisory
services, we serve as a unified and integrated extension of our clients' core
health plan operations. Our proprietary, modular technology and end-to-end
solutions replace or supplement our clients' existing systems and processes,
enabling us to help health plans attract and retain members, improve revenue
accuracy, drive cost savings, facilitate regulatory compliance, and enhance
operational effectiveness.

Since our inception, we have created and continuously refined our technology
solutions to best serve government-sponsored health plans. Our clients are
primarily MA plans, Medicare Part D plans ("PDP"), including Employer Group
Waiver plans, and pharmacy benefit managers ("PBM"). As of December 31, 2021,
our solutions managed over 3.5 million MA members and 1.6 million PDP members.
Additionally, our value-based analytics, which are powered by our 35 million
member data set, provided actionable insights for nearly 7.3 million MA members
in 2021.

We foster long-term collaborative partnerships as evidenced by our average
relationship with our top 10 clients of over eight years, and we serve as a
partner to nine of the nation's top 10 MA payors by lives covered, in each case
as of December 31, 2021. We believe that we have significant opportunity to grow
within our existing client base as the majority of our clients currently
subscribe to only a subset of our overall solutions and services. Moreover, we
believe we have significant opportunity to grow by winning new clients in the MA
market, by selling more products to our existing clients, by expanding into
adjacent markets such as Medicaid and commercial insurance, and through
complementary strategic acquisitions.

Our clients face significant and constantly evolving challenges managing their Medicare health plans:



•Increasingly Competitive Environment for Medicare Plans: Effective benefit
design and sales are critical to retaining and growing members during the
Medicare annual enrollment period. Once members are enrolled in a plan,
effective member engagement and supplemental benefits administration are
paramount to ensuring strong satisfaction and retention. Moreover, the
proliferation of value-based reimbursement models such as MA requires effective
member management and broad ecosystem coordination, which fall outside the core
competencies of many health plans.

•Compliance with Centers for Medicare and Medicaid Services ("CMS")
Requirements: Constantly evolving CMS and client requirements result in hundreds
of modifications per year that inhibit the operational effectiveness and
capabilities of health plans. Our purpose-built government sector technology
platform addresses these constantly evolving requirements.

•Complex and Highly Regulated Medicare Market: Many health plans enter the
government plan market by simply adapting their existing systems designed for
the commercial insurance market. As a result, the technology they employ often
lacks the sophistication and design needed to effectively maintain and
administer benefits tailored for the complex and highly regulated Medicare
market.

Health plans increasingly recognize the need for specialized solutions like ours
to help them overcome these challenges and drive superior performance. We
believe our proprietary technology and processes facilitate member engagement,
health plan growth, and operational efficiencies.

We operate in two segments: Technology Enabled Solutions ("TES") in which we
provide technology and support solutions to our clients, and Advisory Services
("Advisory") in which we provide project-based consulting services led by our
long-tenured subject matter experts. Our TES segment was approximately 84% of
our consolidated revenue and our Advisory segment was approximately 16% for the
year ended December 31, 2021. We believe that our combination of technology and
advisory solutions gives us a competitive advantage in the government-sponsored
health plan market. Our Technology Enabled


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Solutions and Advisory teams collaborate effectively to combine a strong technology platform with deep domain expertise to deliver best-in-class solutions to our clients. Furthermore, we leverage the Advisory team's industry expertise to identify new opportunities as well as cross-sell our solutions within existing clients.



We have a highly predictable and recurring revenue model with strong cash flow
from operations. We typically charge a recurring subscription or per-member fee
or a re-occurring utilization-based fee, which, coupled with our long-term
contracts and strong client retention, has historically provided us with strong
revenue visibility into estimated future revenue. Our Technology Enabled
Solutions business historically has been highly predictable as most of our
revenue in any given year is under contract or otherwise visible by the
beginning of that year due to the contract structures we employ.

For more information on our business, see Part I, Item 1 "Business" of this Form 10-K.



Initial Public Offering

On June 18, 2021, we closed the initial public offering ("IPO") of our common
stock through an underwritten sale of 13,333,334 shares of our common stock at a
price of $14.00 per share. In the offering, we sold 11,666,667 shares and a
selling stockholder sold 1,666,667 shares. The aggregate net proceeds to us from
the offering, after deducting underwriting discounts and commissions and other
offering expenses payable by us, were approximately $146.1 million. We used
approximately $131.5 million of the net proceeds from the IPO to repay
outstanding indebtedness under our First Lien Credit Agreement (as amended, the
"Credit Agreement"). We did not receive any of the proceeds from the sale by the
selling stockholder.

                     Key Factors Affecting Our Performance

Our results of operations and financial condition have been, and will continue
to be, affected by several factors that present significant opportunities for us
but can also pose risks and challenges, including those discussed below and in
the section of this Form 10-K titled "Risk Factors."

Continued Growth of Medicare Advantage Market



We primarily operate within the government-sponsored health plan market,
supporting government-sponsored health plans and PBMs with healthcare-specific,
compliant member support solutions. Our solutions and services are primarily
tailored to the Medicare Advantage market, which has grown significantly in
recent years. Data from the U.S. government and third-party industry
participants forecast that this growth will continue for the foreseeable future,
driven largely by demographic trends in the United States where an increasingly
large share of the adult U.S. population will become eligible for Medicare, as
well as an increasing tendency of individuals to opt into Medicare Advantage
plans versus traditional Medicare plans. MA enrollment grew by a 7% compound
annual growth rate from 2015 to 2020 and is expected to grow at that same 7%
growth rate from 2020 to 2025. In addition, MA enrollment as a percentage of
total Medicare enrollment is expected to grow from 38.7% in 2020 to 46.5% in
2025. Within our core Medicare Advantage market, we estimate the total
addressable opportunity for our technologies and services to be approximately
$77 billion. Because we have designed our platform to bring purpose-built,
technology enabled solutions for government-sponsored health plans, in
particular Medicare Advantage plans, we believe we are well positioned to
capitalize on the anticipated growth of the Medicare Advantage market.

Client Retention and Expansion of Existing Relationships



We foster long-term, collaborative partnerships as evidenced by our average
relationship with our top 10 clients of over eight years as of December 31,
2021. As of December 31, 2021, we served 169 clients, including nine of the
nation's top 10 payors. The value we deliver to our clients is demonstrated
though our high Gross Dollar Retention ("GDR"), which was 99%, 98%, and 99% in
2021, 2020, and 2019, respectively. 2019 is based on the Successor period from
June 13, 2019 to December 31, 2019 and the Predecessor period from January 1,
2019 to September 3, 2019. Our ability to increase revenue depends, in part, on
our ability to retain our existing clients and expand our relationships with
these clients by selling additional solutions and services to them.

Our ability to retain our clients is dependent on several variables, including
our ability to support their growth and our ability to positively engage with
their members. Because we offer a flexible and comprehensive technology platform
that covers end-to-end payor workflows to address a wide variety of health plan
and member needs, we have been able to retain existing clients and successfully
expand these relationships over time. As a result of an increasingly competitive
landscape, we have had clients not renew their contracts with us. We believe,
however, that the superior outcomes we have delivered to clients combined with
the flexibility of our platform will enable us to continue to grow our existing
relationships. Our Advisory segment complements our Technology Enabled Solutions
segment and the insights of our subject matter experts provide us


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with unique perspectives into marketplace opportunities for our Technology
Enabled Solutions segment. In addition, we often forge strong relationships with
key decision makers at our clients as a result of the work our Advisory segment
performs.

Expansion of Existing and New Solutions and Services



We believe we have significant remaining opportunity to continue our growth
within our existing client base. For example, approximately 60% of our
technology enabled solutions client base uses only one of our three core
technology enabled solutions as of December 31, 2021. Additionally,
approximately 46% of our clients use only Advisory services as of December 31,
2021, and currently utilize none of our TES solutions. We estimate we have a
$10.0 billion directly addressable opportunity in our existing client base with
the technology solutions we offer today. Given the C-suite relationships we have
in our Advisory business, we believe our existing client base continues to be a
significant channel in which to sell both our existing technologies and any
additional solutions or services. We have historically had an exceptional track
record of growth within existing clients as evidenced through our high Net
Dollar Retention ("NDR") of 117%, 135%, and 142% in 2021, 2020, and 2019,
respectively. 2019 is based on the Successor period from June 13, 2019 to
December 31, 2019 and the Predecessor period from January 1, 2019 to September
3, 2019.

In addition, we are constantly expanding the solutions and services we offer
through internal innovation and through strategic acquisitions in order to keep
pace with changes in the government-sponsored health plan market, including the
anticipated continued growth of Medicare Advantage and the increasing tendency
of health plans to outsource core and non-core health plan functions to
third-party partners such as us. These factors have enabled us to deliver
additional functionality over time, and we are always evaluating new markets for
opportunities to deploy our broad set of solutions and services. We believe our
demonstrated ability to provide purpose-built, technology enabled solutions and
advisory to participants in this market and our track record of enhancing
operational efficiencies, facilitating regulatory compliance and delivering a
high-quality member experience positions us well to serve as a high value-add
strategic partner to our existing and prospective client base.

Seasonality



We typically generate outsized revenue in the fourth quarter primarily due to
increased member utilization of supplemental benefits within our TES segment.
The supplemental benefit programs, including products, we support may include an
in-year roll-over provision, in which benefits not used during the calendar year
accumulate and are available for members to use prior to the end of the
following calendar year. Similarly, we typically incur outsized expenses in the
fourth quarter, driven by the increased member utilization of supplemental
benefits described above, as well as increased costs related to our advanced
plan administration solutions, which are within our TES segment, for managing
the Medicare annual election period. As part of these expenses, we also
experience seasonal employee hiring practices primarily from September through
December in connection with the Medicare annual enrollment period, which
typically results in the hiring of a significant number of full-time employees
on a temporary basis.

Investments in Growth and Technology



We continue to invest in growth by expanding our suite of solutions both
organically and through strategic acquisition. Achievement of our growth
strategy will require additional investments and result in higher expenses
incurred and ongoing capital expenditures, particularly in developing new
solutions and successfully cross-selling and upselling additional solutions and
services to current clients. Developing new solutions can be time and resource
intensive, and it can take a significant amount of time and investment to
contract with clients, provide them with new technology offerings and have those
technology offerings implemented to begin to generate revenue for us. This may
increase our costs for one or more periods before we begin generating revenue
from new or expanded solutions or services utilized by our clients. We will
continue to invest in our technology platform and human resources to enable our
clients to further optimize their health plan offerings and improve their
operating efficiency.

Client Concentration



We have developed long-term relationships with our clients and typically enter
into multi-year contracts covering multiple products. For example, we have an
average relationship with our top 10 clients of over eight years as of December
31, 2021. For the year ended December 31, 2021, our two largest clients, when
aggregating all the solutions and services utilized by such clients across
separate contracts with multiple product delivery solutions, represented 27.8%
and 18.9% of our total revenue, respectively, or collectively 46.7% of our total
revenue during this period. Consequently, the loss of all or a portion of
revenue from any of our largest clients or the renegotiation of any of our
largest client contracts could adversely impact our results of operations and
cash flows. See "Risk Factors- Our client base is highly concentrated and we
currently depend on a small number of clients for a substantial portion of our
total revenue, and this concentration exposes us disproportionately to effects


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from altered contracts with these clients". While we have client concentration,
our longest client relationships are among our two largest clients at 16 years
and 10 years as of December 31, 2021, respectively, and we generally have
long-term contracts with our other clients as well. In addition, we have many
different contractual relationships with, and provide many different solutions
to, each of our top clients. The multiple solutions we provide to our clients,
the length of our contracts and the established long-term relationships we have
developed with our top clients reduces the overall risk of concentration to our
business.

COVID-19 Pandemic

COVID-19 was declared a global pandemic by the World Health Organization on
March 11, 2020. Governments at the national, state, and local level in the U.S.,
and globally, have implemented varying measures in an effort to contain the
virus, including social distancing, travel restrictions, border closures,
limitations on public gatherings of people, work from home and supply chain
logistical changes. While some of these actions have eased, escalating
transmission rates (including of the Delta and Omicron variants of COVID-19),
uneven vaccination and vaccination booster rates and further governmental
guidance and orders may result in having to reimplement certain of these
measures or implementing new and additional ones. The spread of COVID-19 has
also caused significant volatility in United States and international markets
and has had and continues to have widespread, rapidly evolving and unpredictable
impacts on global society, economies, financial markets and business practices.

Our operations have been impacted by COVID-19 since March 2020. During March and
April 2020, we obtained approval from our clients for a work-at-home model,
though not all required our approval, and transitioned most of our employees to
the home environment so that they could work more safely. COVID-19 created a
hardship for many of our employees. We worked during 2020 to care for our
employees by periodically implementing temporary premium pay and temporary paid
sick leave programs which provided additional financial resources for our
employees, as well as partial pay for those employees who contracted the virus
or had to care for a family member who was affected. We also had provided
compensation to employees who worked with us for more than six months so that
they can take time off to be vaccinated. In addition, we increased cleaning
protocols throughout our facilities. Certain of these measures have resulted in
increased costs.

Due to significant volatility to the markets, as well as business and supply
chain disruptions, we incurred several additional expenses due to the COVID-19
pandemic, including the following:

•Higher Pricing from Vendors and Higher Shipping Costs:  We experienced higher
costs to procure certain products included in the formulary available to
Medicare members. The price increases were due to supply chain disruptions and
product shortages caused by the COVID-19 pandemic. We quantified the pricing
increase by comparing the pre-pandemic prices for high demand products directly
attributable to the COVID-19 pandemic (e.g., masks and other similar high demand
products) to the prices to procure such products during the pandemic. Further,
we incurred additional costs due to expedited shipping fees as a result of new
inventory management practices put into place due to supply chain disruptions
and delays caused by COVID-19 in order to fulfill product demand.

•Sick Pay, Premium Pay and Hazard Pay: Temporary sick leave was paid to employees if specific criteria related to the COVID-19 pandemic were met. Incremental premium pay and hazard pay were paid to distribution and shipping employees who worked their normal scheduled shifts. In addition, we paid a one-time bonus to supervisors for working additional hours to support the transition of our employees to a work-at-home model.



•Wages to Accommodate Social Distancing:  In order to meet the annual enrollment
and quarterly volume requirements while properly socially distancing team
members who were required to work in-person at our distribution facilities, we
decreased the number of agents per training session and held training sessions
up to eight weeks in advance of normal requirements, creating an extended
training program with costs incremental to a standard operating training
schedule. In addition, individuals working at our distribution centers to
fulfill product delivery requirements were required to social distance and, as a
result, we were required to add shifts and increased headcount to accomplish the
same productivity as experienced prior to the COVID-19 pandemic under our normal
operations. We quantified the incremental cost attributable to the modified
staffing put into place due to COVID-19 by comparing the cost of our standard
staffing with our actual incurred costs due to the changes.

•Work-at-Home Training:  In response to the COVID-19 pandemic, we held
work-at-home remote training. To accomplish this transition, hourly new hire
employees were required to receive training regarding at-home information
technology ("IT") and telephony equipment setup. We paid the hourly new hire
employees four hours for these efforts at their regular hourly wage rate and
applicable fringe benefit rate.

•IT Expenses:  Additional temporary IT resources were retained, and overtime
hours were incurred, for existing IT resources, in order to implement the new
remote working environment designed in response to the COVID-19 pandemic.


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•Janitorial Costs:  Due to the onset of the COVID-19 pandemic, we implemented an
enhanced sanitation policy. The enhanced sanitation policy included special deep
cleaning sessions in areas contacted by employees who had tested positive for
COVID-19 and enhanced sanitation sessions through our facilities compared to the
sanitation methods used prior to the COVID-19 pandemic.

See "Non-GAAP Financial Measures" for amounts related to the additional expenses
due to the COVID-19 pandemic (Cost of COVID-19). These expenses are not expected
to be an adjustment in the calculation of Adjusted EBITDA after 2021.

The full extent to which the COVID-19 pandemic and the various responses to the
COVID-19 pandemic will impact our business, operations or financial condition
continues to depend on numerous evolving factors that we may not be able to
accurately predict, including, but not limited to, the duration, severity and
scope of the COVID-19 pandemic (including due to new variants such as Delta and
Omicron); actions by governmental entities, businesses and individuals that have
been and continue to be taken in response to the pandemic; the effect on our
clients and demand by clients, clients and our clients' members for and ability
to pay for our solutions and services; and disruptions or restrictions on our
employees' ability to work and travel. The impact of these factors and others on
our suppliers and clients could persist for some time after governments ease
their restrictions and after the overall number of COVID-19 cases in the United
States decreases. We may continue to experience higher than usual costs as a
result of COVID-19 for the foreseeable future.

                       Key Business and Operating Metrics

We regularly review financial and operating metrics, including the following key
metrics, to evaluate our business, measure our performance and manage our
operations, including by identifying trends affecting our business, formulating
business plans and making strategic decisions. We believe that non-GAAP and
operational measures provide an additional way of viewing aspects of our
operations that, when viewed together with our GAAP results, provide a more
complete understanding of our results of operations and the factors and trends
affecting our business. These non-GAAP financial measures are also used by our
management to evaluate financial results and to plan and forecast future
periods. Non-GAAP financial measures should be considered a supplement to, and
not a substitute for, or superior to, the corresponding measures calculated in
accordance with GAAP. Non-GAAP financial measures used by us may differ from the
non-GAAP measures used by other companies, including our competitors. See
"Non-GAAP Financial Measures" for additional information on non-GAAP financial
measures and a reconciliation of non-GAAP financial measures to their most
comparable GAAP measures.

Segment Revenue



We evaluate the performance of each of our operating segments based on segment
revenue. We continue to see rapid growth in our Technology Enabled Solutions
segment driven by both existing and new clients. Within our existing client
base, we benefit from both increased volume driven by growth in the membership
of our existing clients as well as incremental implementations of new solutions
for both existing and new clients. Advisory revenue was negatively impacted in
2020 by COVID-19 as our health plan clients closed their offices, which impacted
the ability of our advisory team to meet in person with health plan clients as
was customary prior to the COVID-19 pandemic.


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                    [[Image Removed: cnvy-20211231_g7.gif]]

We generated $338 million in net revenues for the year ended December 31, 2021,
as compared to $283 million for the year ended December 31, 2020. The increase
of $54.7 million reflects growth of 19.3%. We generated $80 million and
$141 million in net revenues for the Successor period and Predecessor period,
respectively.

Revenue in our Technology Enabled Solutions segment was $285 million, $241
million, $66 million and $110 million for the year ended December 31, 2021, the
year ended December 31, 2020, the Successor period, and the Predecessor period,
respectively. Revenue in our Advisory Services segment was $53 million, $42
million, $14 million and $31 million for the year ended December 31, 2021, the
year ended December 31, 2020, the Successor period, and the Predecessor period,
respectively.

Net (Loss) Income, EBITDA and Adjusted EBITDA



In addition to net (loss) income and net cash provided by (used in) operating
activities, EBITDA and Adjusted EBITDA are key measures we use to assess our
financial performance and are also used for internal planning and forecasting
purposes. EBITDA and Adjusted EBITDA are non-GAAP financial measures. We define
EBITDA as net income (loss) less income (loss) from discontinued operations
adjusted for interest, net, income tax expense (benefit), and depreciation and
amortization expense. We define Adjusted EBITDA as EBITDA further adjusted for
certain items of a significant or unusual nature, including but not limited to,
change in fair value contingent consideration, COVID-19 cost impacts, non-cash
stock compensation, transaction related costs, acquisition bonus expense, loss
on extinguishment of debt, director and officer prior act liability insurance
policy and other costs. Other includes costs such as contract termination fees,
management and board of directors fees, and arrangement fees paid to TPG in
connection with obtaining the incremental term loans. We believe EBITDA and
Adjusted EBITDA provide investors with useful information because such metrics
offer a consistent and comparable overview of our operations across historical
financial periods. In evaluating EBITDA and Adjusted EBITDA, you should be aware
that in the future we may incur expenses similar to those eliminated in the
presentation.

We had a net loss of $10.0 million for the year ended December 31, 2021, net
loss of $6.5 million for the year ended December 31, 2020, net loss of $16.8
million for the Successor period and net income of $3.6 million for the
Predecessor period.

We generated $69.2 million in Adjusted EBITDA for the year ended December 31,
2021. We generated $51.5 million, $14.0 million, and $27.5 million in Adjusted
EBITDA for the year ended December 31, 2020, the Successor period, and the
Predecessor period, respectively.

See "Non-GAAP Financial Measures" for additional information and a reconciliation of net (loss) income to EBITDA and Adjusted EBITDA.



We also use the following operating metrics on an annual basis to evaluate our
performance: Technology Client Gross Dollar Retention, Technology Net Dollar
Retention, and Advisory Revenue per Headcount.


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Technology Client Gross Dollar Retention

We use Technology GDR to measure the performance of existing solutions on an
existing client basis and believe it is useful to investors, as it represents
the gross retention of our existing client engagements on a revenue retention
basis. Technology Annual Contracted Revenue ("ACR") at the beginning of the
fiscal period is equal to the prior year total revenue for our reported
Technology Enabled Solutions segment. For example, as of December 31, 2020,
revenue from the Technology Enabled Solutions segment was $241.3 million which
equals the 2021 Beginning Technology ACR. GDR is calculated by taking our ACR,
which represents the annual revenue generated from the performance of our
technology solutions as contracted by our clients, at the beginning of the
fiscal period, and deducting from ACR the client attrition during the fiscal
period. The difference is Technology Client Gross Retention. We then divide
Technology Client Gross Retention by Beginning Technology ACR to calculate GDR.
We have typically experienced a high client revenue retention rate as our
solutions are deeply embedded in our clients' core operations and difficult to
replace. Our calculation of GDR may differ from similarly titled metrics
presented by other companies. For the years ended December 31, 2021, 2020, and
2019 our GDR was 99%, 98%, and 99%, respectively. 2019 is based on the Successor
period from June 13, 2019 to December 31, 2019 and the Predecessor period from
January 1, 2019 to September 3, 2019. A reconciliation of ACR to Technology GDR
is set forth below.

For the Years Ended December 31,
$ in millions 2021 2020 2019
Beginning Technology ACR $ 241 $ 176 $ 124
(-) Attrition (1) (3) (1)
Technology Client Gross Retention $ 240 $ 173 $ 123
Technology Client Gross Dollar Retention (GDR) 99 %

98 % 99 %

Technology Net Dollar Retention



We use Technology Net Dollar Retention ("NDR") to measure the performance rate
on a revenue retention basis of existing clients in total and before new client
wins by adding cross-sell and upsell initiatives to GDR. NDR is calculated by
taking Technology Client Gross Retention and adding existing client cross-sell
(the additional solutions provided to existing clients) and net upsell
(increased volume from current engagements with existing clients) to Technology
GDR. We then divide Technology Net Retention by Beginning Technology ACR to
calculate NDR, which represents the net retention of existing client
engagements. While we believe NDR, in combination with other metrics, is useful
to investors as an indicator of our near-term future revenue opportunity, it is
not intended to be used as a projection of future revenue. Our calculation of
NDR may differ from similarly titled metrics presented by other companies. For
the years ended December 31, 2021, 2020, and 2019, our NDR was 117%, 135%, and
142%, respectively. 2019 is based on the Successor period from June 13, 2019 to
December 31, 2019 and the Predecessor period from January 1, 2019 to September
3, 2019.

                                                     For the Years Ended December 31,
$ in millions                                   2021                         2020        2019
Technology Client Gross Retention          $      240                      $ 174       $ 123
(+) Cross-sell, (+) Net Upsell                     44                         65          52
Technology Net Retention                   $      284                      $ 239       $ 175
Technology Net Dollar Retention (NDR)             117   %

135 % 142 %

Advisory Revenue per Headcount



We use Advisory Revenue per Headcount to evaluate the revenue generation of our
Advisory Services segment. We calculate Advisory Revenue per Headcount by
dividing Advisory revenue by the total headcount in our Advisory segment.
Headcount is calculated based on the average headcount during the calendar year.
We have typically had high revenue per Advisory employee, demonstrating the
efficiency of the Advisory segment. Our calculation of Advisory Revenue per
Headcount may differ from similarly titled metrics by other companies. For
the years ended December 31, 2021, 2020, and 2019, we had Advisory Revenue per
Headcount of $0.43 million, $0.32 million, and $0.40 million, respectively. 2019
is based on the Successor period from June 13, 2019 to December 31, 2019 and the
Predecessor period from January 1, 2019 to September 3, 2019.


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                                                    For the Years Ended December 31,
$ in millions                                         2021                2020       2019
Advisory Services Revenue                    $     52,977              $ 41,578   $ 44,691
Advisory Services Headcount                           123                   130        113
Advisory Services Revenue per Headcount      $       0.43              $   0.32   $   0.40


                          Non-GAAP Financial Measures

We present our financial results in accordance with GAAP. However, we use
certain non-GAAP financial measures to supplement financial information
presented on a GAAP basis. We believe that excluding certain items from our GAAP
results allows management to better understand our consolidated financial
performance from period to period and better project our future consolidated
financial performance as forecasts are developed at a level of detail different
from that used to prepare GAAP-based financial measures. Moreover, we believe
these non-GAAP financial measures provide investors with useful information to
help them evaluate our operating results by facilitating an enhanced
understanding of our operating performance and enabling them to make more
meaningful period to period comparisons. In particular, we use EBITDA and
Adjusted EBITDA to assess our financial performance and also for internal
planning and forecasting purposes. We believe EBITDA and Adjusted EBITDA provide
investors with useful information because such metrics offer a consistent and
comparable overview of our operations across historical financial periods. In
evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we
may incur expenses similar to those eliminated in the presentation. Non-GAAP
measures should be considered as a supplement to, and not as a substitute for,
or superior to, the corresponding measures calculated in accordance with GAAP.
There are limitations to the use of the non-GAAP financial measures presented in
this Form 10-K. For example, our non-GAAP financial measures may not be
comparable to similarly titled measures of other companies. Other companies,
including companies in our industry, may calculate non-GAAP financial measures
differently than we do, limiting the usefulness of those measures for
comparative purposes.

The non-GAAP financial measures we present are not meant to be considered as
indicators of performance in isolation from or as a substitute for measures
prepared in accordance with GAAP, and should be read only in conjunction with
financial information presented on a GAAP basis. Reconciliations of each of
EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial
measure, net income (loss), are presented below. We encourage you to review our
financial information in its entirety, not to rely on any single financial
measure and to view the reconciliations in conjunction with the presentation of
the non-GAAP financial measures for each of the periods presented. In future
periods, we may exclude such items, may incur income and expenses similar to
these excluded items, and include other expenses, costs, and non-recurring
items. The tables below provide reconciliations of EBITDA and Adjusted EBITDA to
net income (loss) on a consolidated basis for the periods indicated.

We define EBITDA as net income (loss) less income (loss) from discontinued
operations adjusted for interest, net, income tax expense (benefit), and
depreciation and amortization expense. We define Adjusted EBITDA as EBITDA
further adjusted for certain items of a significant or unusual nature, including
but not limited to, change in fair value contingent consideration, COVID-19 cost
impacts, non-cash stock compensation, transaction related costs, acquisition
bonus expense, loss on extinguishment of debt, director and officer prior act
liability insurance policy and other costs. Other includes costs such as
contract termination fees, management and board of directors fees, and
arrangement fees paid to TPG in connection with obtaining the incremental term
loans.

In addition, we measure the performance of our individual segments using Segment
Adjusted EBITDA. Segment Adjusted EBITDA is the financial measure by which
management allocates resources and analyzes the performance of the reportable
segments. The main difference between Segment Adjusted EBITDA and Adjusted
EBITDA is that Segment Adjusted EBITDA includes add backs for sales and use tax,
lower consultant utilization due to COVID-19, executive recruitment and
severance costs, certain revenue adjustments, contract termination costs, and
severance.

The following table presents a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:

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                                                                                                       Period from                 Period from January
                                                                                                       Inception to                1, 2019 to September
                                                                Years Ended December 31,            December 31, 2019                    3, 2019
(in thousands)                                                   2021                2020              (Successor)                    (Predecessor)
Net income (loss)                                          $      (9,978)         $ (6,462)         $       (16,826)               $           3,649
Less income (loss) from discontinued
operations, net of tax                                                 -                36                       73                             (696)
Net income (loss) from continuing operations                      (9,978)           (6,498)                 (16,899)                           4,345
Interest, net                                                     17,294            18,853                    5,762                            6,213
Income tax expense (benefit)                                        (619)           (1,904)                    (858)                         (23,288)
Depreciation and amortization expense                             30,480            28,032                    9,188                           13,359
EBITDA                                                            37,177            38,483                   (2,807)                             629
Change in fair value of contingent
consideration(1)                                                      96           (10,770)                       -                           19,671
Cost of Covid-19(2)                                                3,827            10,174                        -                                -
Non-cash stock compensation expense(3)                             4,380             6,682                        -                              300
Transaction related costs(4)                                       5,894             3,949                   14,784                            2,511
Acquisition bonus expense - HealthScape and
Pareto acquisition(5)                                                667             1,989                    1,663                            3,685
Loss on extinguishment of debt(6)                                  5,015                 -                      385                                -
Director and officer prior act liability
insurance policy(7)                                                7,861                 -                        -                                -
Other(8)                                                           4,316               986                        -                              666
Adjusted EBITDA                                            $      69,233          $ 51,493          $        14,025                $          27,462


________________________

(1)Change in fair value of contingent consideration is composed of two
components: earn-out liability and holdback liability. The earn-out liability
resulted from the HealthScape Advisors, LLC ("HealthScape Advisors") and Pareto
Intelligence, LLC ("Pareto Intelligence") acquisition that closed on
November 16, 2018. The holdback liability resulted from the merger with TPG that
closed on September 4, 2019. The earn-out liability and holdback liability were
re-measured to fair value at each reporting date until the contingency was
resolved. During the year ended December 31, 2021, we made a final payment of
$13.1 million related to the holdback liability and a $7.5 million final payment
related to the earn-out liability due to HealthScape Advisors.

(2)Due to significant volatility to the markets, as well as business and supply
chain disruptions, we incurred several additional expenses due to the COVID-19
pandemic. Expenses incurred include the following: $0 and $3.2 million for early
hire of employees due to social distancing and work at home protocols for the
years ended December 31, 2021, and 2020, respectively; $2.3 million and $2.9
million for higher pricing from vendors due to supply chain disruptions, product
shortages and increases in shipping costs for the years ended December 31, 2021,
and 2020, respectively; $0.8 million and $2.8 million for higher employee costs
due to hazard pay for our employees, enhanced sick pay due to illness and
quarantine protocols for the years ended December 31, 2021, and 2020,
respectively; $0.5 million and $0.7 million for COVID-19 training, overtime,
temporary resources, and IT costs due to the change in the work environment for
the years ended December 31, 2021 and 2020, respectively; and $0.2 million and
$0.5 million for janitorial costs due to enhanced COVID-19 protocols for the
years ended December 31, 2021 and 2020, respectively. These expenses are not
expected to be an adjustment in the calculation of Adjusted EBITDA after 2021.

These expenses are included in Cost of services and Cost of products on our statements of operations and comprehensive (loss) income. See "Key Factors Affecting Our Performance - COVID-19 Pandemic" for additional information related to these expenses.



(3)Represents non-cash stock-based compensation expense in connection with the
stock awards that have been granted to employees and non-employees. The expense
is included in Selling, general and administrative expenses on our statements of
operations and comprehensive income (loss).

(4)Transaction related costs primarily consist of public company readiness costs, expenses for corporate development, such as mergers and acquisitions activity, and due diligence costs.

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(5)In conjunction with the HealthScape Advisors and Pareto Intelligence
acquisitions, the previous shareholders set aside funds for an incentive
compensation plan for employees who remained post acquisition. The costs were
expensed on a monthly basis and funded through an escrow account which was
established on the closing date and was included in restricted cash on our
consolidated balance sheets. The expense is included in Selling, general and
administrative expenses on our statements of operations and comprehensive income
(loss).

(6)The loss on extinguishment of debt was recognized for the prepayment of outstanding indebtedness.



(7)In connection with the IPO, we made a $7.9 million one-time payment on a
3-year director and officer prior act liability insurance policy. We deemed this
policy to be a retroactive insurance policy and in accordance with ASC
720-20-25, "Retrospective Contracts", we expensed the premium of $7.9 million in
June 2021.

(8)Other includes other individual adjustments related to legal fees associated
with obtaining the incremental loans, contract termination costs assessed upon
the early termination of a facility lease, severance costs incurred as a result
of eliminating certain positions, management service agreement termination fee,
management fees and professional fees for assistance in the implementation of
ASC 606. All costs are included in Selling, general and administrative expenses
on our statements of operations and comprehensive income (loss).

Components of Results of Operations

Revenue

We generate revenue from contracts with our clients within our two operating segments: Technology Enabled Solutions and Advisory Services.



Through our Technology Enabled Solutions segment, we primarily provide
technology solutions and services to assist our clients with workflows across
product development, member experience, clinical management, core operations,
business intelligence, and analytics. Through our Advisory Services segment, we
provide fixed or variable fee arrangements to assist clients in the design and
management of government and commercial health plans. Our revenue includes both
product revenue and service arrangements.

Products revenue consists of technology enabled solutions for supplemental
benefits to members through their Medicare Advantage plans. These include
supplemental benefit products, administration, fulfillment, and shipment of
eligible product, as well as catalog development and distribution. Revenue is
derived from supplemental benefit membership, supplemental benefit dollars, and
member utilization of the benefits.

Services revenue consists of:



•Technology-based Medicare plan administration services including eligibility
and enrollment processing, member services, premium billing and payment
processing, reconciliation and other related services. Our solutions are
primarily priced on recurring per member per month fees, annual software license
fees, and transaction-based fees.

•Value based payment assurance solutions, including payment tools and data
analytics, that improve revenue accuracy and gaps in quality, clinical care, and
compliance. Our value-based solutions are primarily priced on an annual
subscription fee, shared savings or fee-based engagement. Advisory (consulting)
services that support health plan operations and drive business model evolution.
Our Advisory services are priced on a fixed-fee or time and materials basis.

Operating Expenses

Costs of products consist of the value of supplemental benefit products, shipping and handling costs to acquire and to deliver the product to our clients; personnel costs including salaries, wages, overtime, benefits; facility costs and overhead allocation covering information technology, telecommunications costs, and other costs specifically identified to the shipment of our products.



Costs of services consist of all costs directly attributable to service revenue
generation activities as outlined in contracts with our clients. Our largest
components in costs of services are personnel costs, including salaries, wages,
overtime, benefits, and discretionary bonus; facility costs and overhead
allocation covering information technology, telecommunications costs, and other
costs needed in the delivery of our services.

Selling, general and administrative expenses ("SG&A") include corporate management and governance functions comprised of general management, legal, accounting, financial reporting, human resource, sales, marketing, and other costs not

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directly associated with revenue generation activities, including those involved
with developing new service offerings. SG&A includes salaries, bonuses, and
related benefits. SG&A also includes all general operating expenses, including,
but not limited to, rent and occupancy costs for non-revenue generating
activities, telecommunications costs, information technology infrastructure, and
operations costs, including software licensing costs, advertising and marketing
expenses, insurance expenses, professional services and consulting expenses.

Depreciation and amortization includes depreciation expense of property and equipment, including leasehold improvements, computer equipment, furniture and fixtures and software and amortization expense of capitalized internal-use software and software development costs, customer relationships, acquired software and certain trade names.

Transaction related costs primarily consist of professional services incurred in connection with public company readiness costs, expenses for corporate development such as mergers and acquisitions activity and due diligence costs.



Change in fair value of contingent consideration is composed of two components:
earn-out liability and holdback liability. The earn-out liability resulted from
the HealthScape Advisors and Pareto Intelligence acquisition that closed on
November 16, 2018. The holdback liability resulted from the merger with TPG that
closed on September 4, 2019. The earn-out liability and holdback liability were
re-measured to fair value at each reporting date until the contingency was
resolved. During the year ended December 31, 2021, we made a final payment of
$13.1 million related to the holdback liability and a $7.5 million final payment
related to the earn-out liability due to HealthScape Advisors.

Other Income (Expense)

Other Income (expense) is primarily composed of:

•Interest income. Interest income consists of interest on cash and cash equivalents.



•Interest expense. Interest expense consists of accrued interest and related
payments on our outstanding term loans and revolving loans, as well as the
amortization of debt issuance costs associated with our debt. Interest expense
also includes interest on our sales tax accrual.

•Loss on extinguishment of debt. Loss on extinguishment of debt includes unamortized financing costs and a prepayment premium in connection with the prepayment of outstanding indebtedness.

Factors Affecting the Comparability of Our Results of Operations

Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

The Merger

Convey Health Solutions Holdings, Inc. ("Convey") (formerly known as Cannes
Holding Parent, Inc. and Convey Holding Parent, Inc.) was formed on June 13,
2019 ("Inception") for the purpose of acquiring Convey Health Solutions, Inc.
("CHS"). On September 4, 2019, Cannes Parent, Inc. ("Cannes"), a direct
subsidiary of Convey, entered into an agreement to acquire all of the
outstanding stock of CHS through the merger of Cannes Merger Sub, Inc. ("Merger
Sub") and Convey Health Parent, Inc. ("Parent") (the "Merger") with Parent
surviving as a direct subsidiary of Cannes. The Merger principally occurred
through an investment from TPG Cannes Aggregation, L.P., which is primarily
funded by partners of TPG Partners VIII, L.P. and TPG Healthcare Partners, L.P.
or any parallel fund or their alternative investment vehicles (collectively,
"TPG").

The Merger was accounted for in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805"), and Cannes was determined to be the accounting acquirer.



The period from January 1, 2019 to September 3, 2019 reflects the historical
financial information for Parent and its subsidiaries prior to the closing of
the Merger ("Predecessor"). The period from Inception to December 31, 2019 and
the years ended December 31, 2020, and 2021, reflects the historical financial
information for Convey and its subsidiaries ("Successor"). The Predecessor and
Successor consolidated financial information presented herein is not comparable
due to the impacts of the Merger including the application of acquisition
accounting in the Successor financial statements as of September 4, 2019. Where
applicable, a black line separates the Successor and Predecessor periods to
highlight the lack of comparability.

Public Company Costs

We incur additional costs associated with operating as a public company that we did not incur as a private company (which we were prior to June 16, 2021), including additional personnel, legal, consulting, regulatory, insurance, accounting, investor

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relations, and other expenses. The Sarbanes-Oxley Act of 2002, as amended, as
well as rules adopted by the SEC and national securities exchanges, requires
public companies to implement specified corporate governance practices that are
inapplicable to a private company. These additional rules and regulations, as
well as others associated with being a public company, have increased our legal,
regulatory, financial and insurance compliance costs and made some activities
more time consuming and costly.

Results of Operations

Comparison of the Years Ended December 31, 2021, and 2020



The following table sets forth our results of operations for the periods
indicated:

                                                        Years Ended December 31,                           Change
                                                        2021                    2020                $                 %
Net revenues:
Services                                        $     177,575               $ 147,191          $ 30,384                 21  %
Products                                              160,021                 135,723            24,298                 18  %
Net revenues                                          337,596                 282,914            54,682                 19  %
Operating expenses:
Cost of services                                       92,241                  84,144             8,097                 10  %
Cost of products                                      103,080                  87,153            15,927                 18  %
Selling, general and administrative                    94,093                  79,955            14,138                 18  %
Depreciation and amortization                          30,480                  28,032             2,448                  9  %
Transaction related costs                               5,894                   3,949             1,945                 49  %
Change in fair value of contingent
consideration                                              96                 (10,770)           10,866               (101) %
Total operating expenses                              325,884                 272,463            53,421                 20  %
Operating income                                       11,712                  10,451             1,261                 12  %
Other income (expense):
Interest income                                            18                       7                11                157  %
Loss on extinguishment of debt                         (5,015)                      -            (5,015)               100  %
Interest expense                                      (17,312)                (18,860)            1,548                 (8) %
Total other expense, net                              (22,309)                (18,853)           (3,456)                18  %
Loss from continuing operations before income
taxes                                                 (10,597)                 (8,402)           (2,195)                26  %
Income tax benefit                                        619                   1,904            (1,285)               (67) %
Net loss from continuing operations                    (9,978)                 (6,498)           (3,480)                54  %
Income from discontinued operations, net of tax             -                      36               (36)              (100) %
Net loss                                        $      (9,978)              $  (6,462)         $ (3,516)                54  %


Net Revenues

Services Revenue

Services revenue was $177.6 million and $147.2 million for the years ended
December 31, 2021, and December 31, 2020, respectively. The $30.4 million
increase is driven by $19.0 million attributable to our Technology Enabled
Solutions segment largely due to increased support to our existing clients; and
$11.4 million attributable to our Advisory Services segment due to strong sales,
higher consultant utilization, and stronger demand.

Products Revenue



Products revenue was $160.0 million and $135.7 million for the years ended
December 31, 2021, and December 31, 2020, respectively. The increase of $24.3
million in products revenue was primarily attributable to an increase in the
total benefit amount provided by our health plan clients and an increase in
total members.


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Operating Expenses

Cost of Services

Cost of services was $92.2 million and $84.1 million for the years ended
December 31, 2021, and December 31, 2020, respectively. The increase of $8.1
million is primarily attributable to higher staffing levels to handle increased
support to our existing clients and state-mandated increases in the minimum
wage.

Cost of Products



Cost of products was $103.1 million and $87.2 million for the years ended
December 31, 2021, and December 31, 2020, respectively. The increase of $15.9
million was attributable to the additional costs incurred to service the growth
in new members, higher labor costs due to certain state-mandated increases in
the minimum wage and higher product costs as a result of increased pricing from
suppliers driven by supply chain disruptions.

Selling, General and Administrative



Selling, general and administrative was $94.1 million and $80.0 million for the
years ended December 31, 2021, and December 31, 2020, respectively. The increase
of $14.1 million was primarily due to a $7.9 million one-time payment on a
3-year director and officer prior act liability insurance policy in connection
with the IPO. We deemed this policy to be a retroactive insurance policy and in
accordance with ASC 720-20-25, "Retrospective Contracts", we expensed the
premium of $7.9 million in June 2021. In addition, the increase was due to: (i)
higher management fees for TPG as a result of the one-time termination fee of
the management service agreement and the fee to arrange the 2021 incremental
loan and the July 2021 amendment to the Credit Agreement, and (ii) higher
personnel costs due to additional resources to support being a public company.

Depreciation and Amortization



Depreciation and amortization was $30.5 million and $28.0 million for the years
ended December 31, 2021, and December 31, 2020, respectively. The increase of
$2.4 million in depreciation and amortization expense is due to the addition of
property and equipment and capitalization of software development costs.

Transaction Related Costs



Transaction related costs were $5.9 million and $3.9 million for the years ended
December 31, 2021, and December 31, 2020, respectively. The increase of $1.9
million in transaction related costs is due to costs associated with the public
company readiness and professional fees incurred for due diligence in connection
with an acquisition completed in February 2022. See Note 19. Subsequent Events,
to our consolidated financial statements in this Form 10-K for additional
information.

Change in Fair Value of Contingent Consideration



Change in fair value of contingent consideration liability was an increase of
$0.1 million and a reduction of $10.8 million for the years ended December 31,
2021 and December 31, 2020, respectively. A decrease of $10.9 million, was due
to the re-measurement in 2020 of the earn-out liability related to the
HealthScape Advisors and Pareto Intelligence acquisitions and the holdback
liabilities related to the TPG acquisition.

Other Income (Expense)

Interest Income

Interest income consists primarily of bank interest and was de minimis for the periods presented.

Loss on extinguishment of debt



The loss on extinguishment of debt of $5.0 million was recognized for the
prepayment of outstanding indebtedness. The Company used approximately $131.5
million of the net proceeds from the IPO to repay outstanding indebtedness under
its credit agreement. The loss included unamortized financing costs of $3.4
million and prepayment premium of $1.6 million.

Interest Expense



Interest expense was $17.3 million and $18.9 million for the years ended
December 31, 2021, and December 31, 2020, respectively. The decrease of $1.5
million was primarily due to: (i) lower interest expense incurred as a result of
a reduction of


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the sales tax liability, (ii) the prepayment of outstanding indebtedness and
(iii) the impact of lower interest rates due to the July 2021 amendment to the
Credit Agreement. The Company used approximately $131.5 million of the net
proceeds from the IPO to repay outstanding indebtedness under its credit
agreement.

Segment Information



Our reportable segments have been determined in accordance with Accounting
Standards Codification Topic 280, Segment Reporting. We have two reportable
segments: Technology Enabled Solutions and Advisory Services. We evaluate the
performance of each of our two operating segments based on segment revenue and
Segment Adjusted EBITDA.

Segment Adjusted EBITDA represents each segment's earnings before interest, tax,
depreciation and amortization and is further adjusted to exclude certain items
of a significant or unusual nature, including but not limited to, COVID-19 cost
impacts, sales and use tax, non-cash stock compensation, transaction related
costs, acquisition bonus expense, loss on extinguishment of debt, director and
officer prior act liability insurance policy, and other costs. Other includes
costs such as contract termination fees, management and board of directors fees,
and costs associated with obtaining the incremental term loans.

See Note 18. Segment Information, to our consolidated financial statements in this Form 10-K the notes accompanying our consolidated financial statements.



The segment measurements provided to and evaluated by the chief operating
decision maker group are described in the notes to our financial statements.
These results should be considered in addition to, and not as a substitute for,
results reported in accordance with GAAP.

                                        For the Years Ended
                                           December 31,                   Change
(in thousands)                          2021           2020            $            %
Revenue

Technology Enabled Solutions $ 284,619 $ 241,336 $ 43,283


       18  %
Advisory Services                       52,977         41,578        11,399        27  %
Total                               $  337,596      $ 282,914      $ 54,682        19  %
Segment Adjusted EBITDA
Technology Enabled Solutions        $   69,214      $  66,043      $  3,171         5  %
Advisory Services                       16,232          8,204         8,028        98  %
Total                               $   85,446      $  74,247      $ 11,199        15  %


Segment Revenues

Technology Enabled Solutions revenue was $284.6 million and $241.3 million for
the years ended December 31, 2021, and 2020, respectively. The increase of $43.3
million was mainly driven by: (i) $19.0 million of health plan management,
software services and data analytics revenues primarily due to membership
growth, and (ii) $24.3 million of product revenue as a result of an increase in
the total benefit amount utilized by health plan members and increase in
members.

Advisory revenue was $53.0 million and $41.6 million for the years ended
December 31, 2021, and 2020, respectively. The increase of $11.4 million was
driven by higher demand for our consulting services and higher consultant
utilization compared to the prior year which was more negatively impacted by
COVID-19.

Segment Adjusted EBITDA

Technology Enabled Solutions Segment Adjusted EBITDA was $69.2 million and $66.0
million for the years ended December 31, 2021, and 2020, respectively. The
increase of $3.2 million was primarily due to the flow through of increased
revenue offset in part by higher personnel costs to ensure service levels,
certain state-mandated increases in the minimum wage and higher product costs as
a result of increased pricing from suppliers.

Advisory Services Segment Adjusted EBITDA was $16.2 million and $8.2 million for
the years ended December 31, 2021, and 2020, respectively. The increase of $8.0
million was attributable to flow through of consulting services demand and
higher utilization of our consultants.


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Year Ended December 31, 2020 Compared with the Year Ended December 31, 2019

Supplemental Pro Forma Financial Information for the Year Ended December 31,


                                      2019

To facilitate comparability, the following table below sets forth our unaudited
pro forma condensed, combined, and consolidated statements of operations for the
year ended December 31, 2019. The pro forma financial information gives
pro forma effect to the Merger in accordance with Article 11 of Regulation S-X,
as amended, as if it had occurred on January 1, 2019 ("Pro Forma Basis"). The
pro forma results for the year ended December 31, 2019 includes (i) the
additional depreciation and amortization resulting from the adjustments to the
value of property and equipment and intangible assets resulting from purchase
accounting, (ii) the additional amortization of the estimated adjustment to
decrease the assumed deferred revenue obligations to fair value that would have
been charged assuming the acquisition occurred on January 1, 2019, together with
the consequential tax effects. The pro forma results also include interest
expense associated with debt used to fund the acquisitions and adjustments to
exclude interest expense from debt extinguished in the Merger. The pro forma
results do not include any anticipated synergies or other expected benefits of
the acquisitions. The pro forma information does not purport to be indicative of
what our results of operations would have been if the Merger had in fact
occurred at the beginning of the period presented and is not intended to be a
projection of our future results of operations. Transaction expenses are
included within the pro forma results.

The following table sets forth our results of operations for the periods
indicated:

                                                   For the Years Ended
                                                      December 31,                                  Change
                                                                          2019 Pro Forma
(in thousands)                                        2020               Basis (unaudited)            $                    %
Net revenues:
Services                                         $   147,191             $      143,378          $   3,813                     3  %
Products                                             135,723                     77,555             58,168                    75  %
Net revenues                                         282,914                    220,933             61,981                    28  %
Operating expenses:
Cost of services                                      84,144                     77,040              7,104                     9  %
Cost of products                                      87,153                     47,051             40,102                    85  %
Selling, general and administrative                   79,955                     62,274             17,681                    28  %
Depreciation and amortization                         28,032                     27,307                725                     3  %
Transaction related costs                              3,949                     17,295            (13,346)                  (77  %)
Change in fair value of contingent
consideration                                        (10,770)                    19,671            (30,441)                 (155  %)
Total operating expenses                             272,463                    250,638             21,825                     9  %
Operating income (loss)                               10,451                    (29,705)            40,156                  (135  %)
Other expense:
Interest income                                            7                          -                  7                   100  %
Interest expense                                     (18,860)                   (17,599)            (1,261)                    7  %
Total other expense, net                             (18,853)                   (17,599)            (1,254)                    7  %
Loss from continuing operations before
income taxes                                          (8,402)                   (47,304)            38,902                   (82  %)
Income tax benefit                                     1,904                     27,113            (25,209)                  (93  %)
Net loss from continuing operations                   (6,498)                   (20,191)            13,693                   (68  %)
Income (loss) from discontinued
operations, net of tax                                    36                       (624)               660                  (106  %)
Net loss                                         $    (6,462)            $      (20,815)         $  14,353                   (69  %)


We generated $282.9 million, $80.4 million, and $140.7 million in revenue for
the year ended December 31, 2020, the Successor period and the Predecessor
period, respectively. Revenues were $282.9 million for the year ended
December 31, 2020 as compared to $220.9 million for the year ended December 31,
2019 on a Pro Forma Basis. The increase of $61.9 million from the year ended
December 31, 2019 on a Pro Forma Basis to the year ended December 31, 2020
reflects growth of 28.1%. We had net (loss) income of $(6.5) million, $(16.8)
million and $3.6 million for the year ended December 31, 2020, the Successor
period and the Predecessor period, respectively. The net loss was $(6.5) million
for the year ended December 31, 2020 as compared to $(20.8) million for the year
ended December 31, 2019 on a Pro Forma Basis. The decrease of


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$14.3 million from the year ended December 31, 2019 on a Pro Forma Basis to the year ended December 31, 2020 reflects a 69.0% year-over-year improvement.

Net Revenues

Services Revenue



Services revenue was $147.2 million, $51.2 million, and $92.4 million for the
year ended December 31, 2020, for the Successor period and for the Predecessor
period, respectively. Services revenue was $147.2 million for the year ended
December 31, 2020 as compared to $143.6 million for the year ended December 31,
2019 on a Pro Forma Basis. The increase in services revenue was primarily
attributable to an increase in our Technology Enabled Solutions segment.
Increases in services revenue attributable to our Technology Enabled Solutions
segment were largely offset by the effects of COVID-19 on our business,
resulting in elongated sales cycles, temporary decrease in demand, and slower
implementation of solutions, as well as a reduction in billable hours in our
Advisory segment.

Products Revenues

Products revenue was $135.7 million, $29.3 million, and $48.3 million for the
year ended December 31, 2020, for the Successor period and for the Predecessor
period, respectively. Products revenue was $135.7 million for the year ended
December 31, 2020 as compared to $77.6 million for the year ended December 31,
2019 on a Pro Forma Basis. The increase in products revenue was primarily
attributable to an increase in the total benefit amount provided by our health
plan clients plus an increased utilization by members.

See further analysis in "Segment Information" below.

Operating Expenses

Cost of Services



Cost of services was $84.1 million, $28.8 million, and $48.2 million for the
year ended December 31, 2020, for the Successor period and for the Predecessor
period, respectively. Cost of services was $84.1 million for the year ended
December 31, 2020 as compared to $77.0 million for the year ended December 31,
2019 on a Pro Forma Basis. The increase was primarily attributable to labor
costs, which increased due to certain state-mandated increases in the minimum
wage. In addition, labor costs were impacted by COVID-19, through premium pay,
additional sick pay, and early hire of employees due to social distancing and
work at home orders, additional training, over-time, and the use of additional
temporary resources.

Cost of Products

Cost of products was $87.2 million, $17.8 million, and $29.2 million for the
year ended December 31, 2020, for the Successor period and for the Predecessor
period, respectively. Cost of products was $87.2 million for the year ended
December 31, 2020 as compared to $47.1 million for the year ended December 31,
2019 on a Pro Forma Basis. The increase was attributable to the additional costs
incurred to service the growth in new members, including costs incurred in
providing current product availability information to members, additional labor
costs to develop and implement technology enhancements, as well as higher
staffing levels to handle increased interactions with members. In addition, the
negative impact of COVID-19 resulted in higher pricing from vendors due to
supply chain disruptions, product shortages, and increases in shipping costs.
Further, labor costs increased due to certain state-mandated increases in the
minimum wage. In addition, labor costs were impacted by COVID-19, through
premium pay, additional sick pay, and early hire of employees due to social
distancing and work at home orders, additional training, over-time, and the use
of additional temporary resources.

Selling, General, and Administrative



Selling, general, and administrative was $80.0 million, $21.8 million, and
$40.5 million for the year ended December 31, 2020, for the Successor period and
for the Predecessor period, respectively. Selling, general, and administrative
was $80.0 million for the year ended December 31, 2020 as compared to
$62.3 million for the year ended December 31, 2019 on a Pro Forma Basis. The
increase was primarily due to additional resources to support growth, including
investments in IT and additional costs to support our IPO.

Depreciation and Amortization

Depreciation and amortization was $28.0 million, $9.2 million, and $13.4 million for the year ended December 31, 2020, for the Successor period and for the Predecessor period, respectively. Depreciation and amortization was $28.0 million for the

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year ended December 31, 2020 as compared to $27.3 million for the year ended
December 31, 2019 on a Pro Forma Basis. On a Pro Forma Basis, the increase in
depreciation and amortization expense is due to the addition of property and
equipment and capitalization of software development costs.

Transaction Related Costs



Transaction related costs were $3.9 million, $14.8 million, and $2.5 million for
the year ended December 31, 2020, for the Successor period and for the
Predecessor period, respectively. Transaction related costs were $3.9 million
for the year ended December 31, 2020 as compared to $17.3 million for the year
ended December 31, 2019 on a Pro Forma Basis. Transaction related costs for the
year ended December 31, 2020, of which $2.4 million are due to costs associated
with the preparation of our IPO, and $1.5 million for corporate development such
as mergers and acquisitions activity that did not proceed. Transaction related
costs for the year ended December 31, 2019 on a Pro Forma Basis were primarily
due to costs incurred of $16.1 million, which includes buyer and seller costs,
related to the TPG acquisition, and $1.2 million of expenses for corporate
development such as mergers and acquisitions activity that did not proceed.

Change in Fair Value of Contingent Consideration



Change in fair value of contingent consideration liability was a reduction of
$10.8 million and an increase of $19.7 million for the year ended December 31,
2020 and for the Predecessor period, respectively. There was no change in fair
value of contingent consideration for the Successor period. A decrease of
$30.4 million or 154.8% was due to the re-measurement at year end of the
earn-out liability related to the HealthScape Advisors and Pareto Intelligence
acquisitions and the holdback liabilities related to the TPG acquisition. The
movement for the contingent consideration liability for the year ended
December 31, 2020 was driven by the Pareto Intelligence earn-out payment targets
ultimately not being met, partly due to the impact of COVID-19. This resulted in
a $21.1 million reduction in earn-out liabilities and an increase of
$10.3 million to the holdback liabilities owed to Convey Health's previous
shareholders. The movement of the contingent consideration liability for the
Predecessor period arose due to management reassessing the estimate of the
earn-out liability.

Other Income (Expense)

Interest Income

Interest income consists primarily of bank interest and was de Minimis for the periods presented.



Interest Expense

Interest expense was $18.9 million, $5.8 million, and $6.2 million for the year
ended December 31, 2020, for the Successor period and for the Predecessor
period, respectively. Interest expense was $18.9 million for the year ended
December 31, 2020 as compared to $17.6 million for the year ended December 31,
2019 on a Pro Forma Basis. The increase was due to net incremental borrowings
under our credit facility.

Interest expense for the Term Facility was $16.7 million, $5.4 million and $5.7
million for the year ended December 31, 2020, for the Successor period and for
the Predecessor period, respectively. Amortization of debt issuance costs for
the Term Facility, included in interest expense, was $0.9 million, $0.2 million
and $0.3 million for the year ended December 31, 2020, for the Successor period
and for the Predecessor period, respectively. The increase was due to net
incremental borrowings under our credit facility.

Interest expense for the revolving credit facility was $0.2 million, $0.1 million and $0.05 million for the year ended December 31, 2020, for the Successor period and for the Predecessor period, respectively. Amortization of debt issuance costs for the revolving credit facility, included in interest expense, was $0.2 million, $0.1 million and $0.1 million for the year ended December 31, 2020, for the Successor period and for the Predecessor period, respectively.

All other interest expense for the year ended December 31, 2020, for the Successor period and for the Predecessor period is in relation to items such as capital leases and the sales tax liability.

Segment Information



Our reportable segments have been determined in accordance with Accounting
Standards Codification Topic 280, Segment Reporting. We have two reportable
segments: Technology Enabled Solutions and Advisory Services. We evaluate the
performance of each of our two operating segments based on segment revenue and
Segment Adjusted EBITDA.


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Segment Adjusted EBITDA represents each segment's earnings before interest, tax,
depreciation and amortization and is further adjusted for certain items of
income and expense, including but not limited to, the change in fair value of
contingent consideration, COVID-19 related costs, non-cash stock compensation
expense, transaction costs associated with the Merger, acquisition bonus
expenses incurred in connection with the acquisitions of HealthScape Advisors
and Pareto Intelligence, legal fees related to increase loan facility, certain
contract termination costs, certain severance costs, certain management fees,
sales and use tax paid on behalf of clients, other sales adjustments, and ASC
Topic 606, Revenue from Contracts with Customers ("ASC 606") implementation
costs.

See Note 18. Segment Information, to our consolidated financial statements in this Form 10-K.



Compared to Adjusted EBITDA, Segment Adjusted EBITDA includes addbacks for sales
and use tax, lower consultant utilization due to COVID-19, executive recruitment
and severance costs, certain revenue adjustments, contract termination costs,
severance, and professional fees incurred in the implementation of ASC 606.

The segment measurements provided to and evaluated by the chief operating decision maker group are described in the notes to the audited consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.



                                                           For the year ended        Successor                  Predecessor 2019
                                                            December 31, 2020       2019 Period                      Period
(in thousands)
Revenue
Technology Enabled Solutions                           $          241,336          $   66,530                $     109,932
Advisory Services                                                  41,578              13,885                       30,806
Total                                                  $          282,914          $   80,415                $     140,738
Segment Adjusted EBITDA
Technology Enabled Solutions                           $           66,043          $   14,881                $      29,205
Advisory Services                                                   8,204               1,445                        6,073
Total                                                  $           74,247          $   16,326                $      35,278


Segment Revenues

Technology Enabled Solutions revenue was $241.3 million, $66.5 million, and
$109.9 million for the year ended December 31, 2020, for the Successor period
and for the Predecessor period, respectively. The increase was primarily due to
approximately $65.0 million of upsell and cross sell revenue, offset by
$2.8 million of client attrition and the adverse impact of COVID-19.

Advisory revenue was $41.6 million, $13.9 million, and $30.8 million for the
year ended December 31, 2020, for the Successor period and for the Predecessor
period, respectively. The $3.1 million decrease was driven by reduced demand for
our consulting services as a result of COVID-19.

Segment Adjusted EBITDA



The Technology Enabled Solutions portion of Segment Adjusted EBITDA was
$66.0 million, $14.9 million, and $29.2 million for the year ended December 31,
2020, for the Successor period and for the Predecessor period, respectively. The
$21.9 million increase in Segment Adjusted EBITDA was primarily due to the flow
through of increased revenue.

The primary reconciling items for the Technology Enabled Solutions portion of
Segment Adjusted EBITDA, outside of depreciation and amortization, interest
expense and tax, are changes in the fair value of contingent consideration,
sales tax, transaction bonuses and COVID-19 addbacks. The change in the fair
value of contingent consideration result in a reduction to Segment Adjusted
EBITDA of $10.7 million in December 31, 2020, no adjustment for the Successor
Period and an add back of $10.3 million, for the Predecessor period,
respectively. The changes were driven by the movement of the contingent
consideration and the holdback liability estimates in relation to the
acquisition of Pareto Intelligence. The increase to Segment Adjusted EBITDA for
sales and use tax was $8.2 million, $1.9 million and $3.1 million for the year
ended December 31, 2020, Successor period and Predecessor period, respectively.
The primary driver for the increase in sales and use tax is due to increased
sales and client sales mix. The add back for transaction bonuses was $0.5
million, $0.5 million and $1.1 million for the year ended December 31, 2020,
Successor and Predecessor respectively. For the year ended December 31, 2020 a
COVID-19 add back of $10.2 million was included in Segment Adjusted EBITDA. No
such adjustment is made for the


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Successor or Predecessor period, respectively. The COVID-19 cost adjustment
includes the early hire of employees due to social distancing and work at home
protocols; higher pricing from vendors due to supply chain disruptions, product
shortages and increases in shipping costs; higher employee costs due to hazard
pay for our employees, enhanced sick pay due to illness and quarantine
protocols; IT costs due to the change in the work environment; and janitorial
costs due to enhanced COVID-19 protocols.

The Advisory portion of Segment Adjusted EBITDA was $8.2 million, $1.4 million,
and $6.1 million for the year ended December 31, 2020, for the Successor period
and for the Predecessor period, respectively. Segment Adjusted EBITDA was
essentially the same year over year due to reductions in operating expenses in
conjunction with the reductions in revenue due to COVID-19.

The primary reconciling items for the Advisory Services portion of Segment
Adjusted EBITDA, outside of depreciation and amortization, interest expense and
tax, are changes in the fair value of contingent consideration, transaction
bonuses and lower consultant utilization due to COVID-19. The change in the fair
value of contingent consideration result in a reduction to EBITDA of $0.1
million in December 31, 2020, no adjustment for the Successor Period and an add
back of $9.4 million, for the Predecessor period, respectively. The changes were
driven by the movement of the contingent consideration and the holdback
liability estimates in relation to the acquisition of HealthScape Advisors. The
add back for transaction bonuses was $1.4 million, $1.1 million and $2.6 million
for the year ended December 31, 2020, Successor and Predecessor respectively.
For the year ended December 31, 2020 a cost adjustment as a result of lower
consultant utilization due to COVID-19 of $2.0 million was included in Segment
Adjusted EBITDA. No such adjustment is made for the Successor or Predecessor
period, respectively. The utilization adjustment reflects decreased productivity
for the Advisory segment caused by the COVID-19 pandemic. The average
utilization for consultants from January through June 2019 and from March
through December 2019 was higher than the average utilization during the
corresponding periods in 2020. The difference in utilization was attributable to
the disruption caused by the COVID-19 pandemic.


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                        Quarterly Results of Operations

The following table sets forth unaudited statement of operations data for each
of the quarters presented. The quarterly statement of operations data was
prepared on the same basis as our annual consolidated financial statements. In
our opinion, this financial information includes all normal and recurring
adjustments considered necessary for a fair statement of such financial
information. The historical results presented below are not necessarily
indicative of financial results to be achieved in future periods. This
information should be read together with our consolidated financial statements
and the related notes.

                                                                                                           For the Three Months Ended
                                                                                                                   (unaudited)
                                         December 31,        September 30,                                March 30,         December 31,        September 30,                                March 30,
(in thousands)                               2021                2021              June 30, 2021             2021               2020                2020              June 30, 2020             2020
Net revenues:
Services                                 $   47,573          $   44,191          $       42,284          $  43,527          $   42,377          $   37,207          $       33,123          $  34,484
Products                                     49,733              38,220                  32,964             39,104              44,704              32,321                  28,439             30,259
Net revenues                                 97,306              82,411                  75,248             82,631              87,081              69,528                  61,562             64,743
Operating expenses:
Costs of services(1)                         26,442              20,993                  20,785             24,021              24,425              20,077                  20,067             19,575
Cost of products(1)                          30,033              24,221                  22,299             26,527              26,510              21,226                  18,429             20,988
Selling, general and
administrative                               23,109              21,296                  29,589             20,099              21,068              18,784                  18,983             21,120
Depreciation and amortization                 7,812               7,473                   7,823              7,372               7,323               6,918                   6,949              6,842
Transaction related costs                     2,924                 328                   1,556              1,086               3,672                  80                      52                145
Change in fair value of contingent
consideration                                     -                   -                      96                  -             (10,770)                  -                       -                  -
Total operating expenses                     90,320              74,311                  82,148             79,105              72,228              67,085                  64,480             68,670
Operating income (loss)                       6,986               8,100                  (6,900)             3,526              14,853               2,443                  (2,918)            (3,927)
Other income (expense):
Interest income                                  18                   -                       -                  -                   -                   -                       1                  6
Loss on extinguishment of debt                    -                   -                  (5,015)                 -                   -                   -                       -                  -
Interest expense                             (2,168)             (3,283)                 (6,394)            (5,467)             (5,381)             (4,561)                 (4,648)            (4,270)
Total other (expense) income                 (2,150)             (3,283)                (11,409)            (5,467)             (5,381)             (4,561)                 (4,646)            (4,264)
Income (loss) from continuing
operations before income taxes                4,836               4,817                 (18,309)            (1,941)              9,472              (2,118)                 (7,564)            (8,191)
Income tax (expense) benefit                 (4,423)             (1,131)                  5,166              1,007              (1,368)                472                   1,537              1,263
Net income (loss) from continuing
operations                                      413               3,686                 (13,143)              (934)              8,104              (1,646)                 (6,027)            (6,928)
Income (loss) from discontinued
operations, net of tax                            -                   -                       -                  -                   -                  (7)                      7                 36
Net income (loss)                        $      413          $    3,686          $      (13,143)         $    (934)         $    8,104          $   (1,652)         $       (6,020)         $  (6,892)

________________________

(1)Excludes amortization of intangible assets and depreciation, which are separately stated below.

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                        Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our existing cash and cash equivalents,
cash provided by operating activities and borrowings available under our Credit
Agreement. As of December 31, 2021, we had unrestricted cash and cash
equivalents of $38.8 million, and as of December 31, 2021, our total
indebtedness was $192.6 million.

We are a holding company that transacts substantially all of our business
through our operating subsidiaries. Consequently, our ability to pay dividends
to stockholders, meet debt payment obligations, and pay taxes and operating
expenses is largely dependent on dividends or other distributions from our
subsidiaries, whose ability to pay such distributions to us is restricted,
subject to certain exceptions, pursuant to the terms of the Credit Agreement.
Covenants contained in the Credit Agreement may restrict our operating
subsidiaries from issuing dividends and other distributions to us. See Note 9.
Credit Facility to our consolidated financial statements in this Form 10-K for
additional information regarding our credit facilities.

Our principal liquidity needs have been, and we expect them to continue to be,
working capital and general corporate needs, debt service, capital expenditures
and potential acquisitions. Our capital expenditures for property and equipment
to support growth in the business were $6.4 million and $5.2 million for the
years ended December 31, 2021 and 2020, respectively, and $1.4 million and $9.8
million for the Successor period and for the Predecessor period, respectively.
Additional expenditures for software development were $5.9 million and $4.4
million for the years ended December 31, 2021, and 2020, respectively, and $2.1
million and $2.5 million for the Successor period and for the Predecessor
period, respectively.

We believe that our primary sources of liquidity, including our cash and cash
equivalents, cash provided by operating activities and borrowing capacity under
our Credit Agreement, will be sufficient to meet our liquidity needs for at
least the next 12 months. We anticipate that to the extent that we require
additional liquidity, it will be funded through the incurrence of additional
indebtedness, the issuance of additional equity, or a combination thereof. We
cannot assure you that we will be able to obtain this additional liquidity on
reasonable terms, or at all. Additionally, our liquidity and our ability to meet
our obligations and fund our capital requirements are also dependent on our
future financial performance, which is subject to general economic, financial,
and other factors that are beyond our control. See "Risk Factors."

Year Ended December 31, 2021 and December 31, 2020

Cash Flows Information



The following table presents a summary of cash flows for the periods presented:

                                                                      For the year
                                                                          ended            For the year
                                                                      December 31,        ended December
(in thousands)                                                            2021               31, 2020
Net cash (used in) provided by operating activities                   $   (2,315)         $     31,563
Net cash used in investing activities                                 $  (12,329)         $    (13,272)
Net cash provided by financing activities                             $    4,413          $      9,429


Operating Activities

Net cash (used in) provided by operating activities for the year ended December 31, 2021 was $(2.3) million compared to $31.6 million for the year ended December 31, 2020.



Net loss was $10.0 million for the year ended December 31, 2021, as compared to
$6.5 million for the year ended December 31, 2020. The net loss for the year
ended December 31, 2021 included $7.9 million for director and officer prior
acts insurance premium, $5.0 million of expense related to the June 2021
extinguishment of debt and $2.3 million related to the one-time termination of a
management service agreement with TPG. Non-cash items were $40.9 million for the
year ended December 31, 2021, as compared to $23.7 million for the year ended
December 31, 2020.

The effect of changes in operating assets and liabilities was a cash decrease of
$33.3 million for the year ended December 31, 2021, as compared to a cash
increase of $14.3 million for the year ended December 31, 2020. The most
significant drivers contributing to this net decrease of $47.6 million relate to
the following:

•Final contingent consideration payments of $10.3 million related to the holdback liability associated with the TPG merger (see Note 2. Summary of Significant Accounting Policies, to our consolidated financial statements in this Form 10-K, for details); and

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•A net decrease related to accounts payable and accrued expenses of $37.3 million primarily due to a reduction in our days payable outstanding and payments related to public readiness costs and Enterprise Resource Planning implementation costs.

Investing Activities



Net cash used in investing activities for the year ended December 31, 2021, was
$12.3 million compared to $13.3 million for the year ended December 31, 2020.
Net cash used in investing activities for both 2021 and 2020, was primarily
attributable to expenditures for property and equipment and software
development.

Financing Activities



Net cash provided by financing activities for the year ended December 31, 2021,
was $4.4 million compared to $9.4 million for the year ended December 31, 2020.
During the year ended December 31, 2021, net cash provided by financing
activities was primarily attributable to net IPO proceeds of $146.1 million, net
proceeds from issuance of debt of $75.9 million, and proceeds from the exercise
of vested stock options of $1.4 million, offset in part by $74.5 million special
dividend paid in February 2021, $133.9 million repayment of term loans and
associated prepayment premiums, and $10.3 million contingent consideration
payments related to the holdback liability associated with the TPG and the
earn-out liability associated with HealthScape Advisors. During the year ended
December 31, 2020, net cash provided by financing activities was primarily
attributable to net proceeds from issuance of debt of $23.9 million offset in
part by $2.4 million repayment of term loan, and $11.9 million contingent
consideration payments related to the earn-out liability associated with
HealthScape Advisors and Pareto Intelligence.

Year Ended December 31, 2020 and December 31, 2019

Cash Flows Information



The following table presents a summary of cash flows for the periods presented:

                                                                                          Period from                       Period from
                                                          For the year ended             Inception to                   January 1, 2019 to
                                                           December 31, 2020           December 31, 2019                 September 3, 2019
(in thousands)                                                                            (Successor)                      (Predecessor)
Net cash provided by (used in) operating
activities                                               $           31,563          $          (14,391)               $           25,247
Net cash used in investing activities                    $          (13,272)         $         (629,850)               $          (12,287)
Net cash provided by (used in) financing
activities                                               $            9,429          $          665,566                $           (1,329)


Operating Activities

Net cash provided by (used in) operating activities for the year ended December 31, 2020 was $31.6 million compared to ($14.4) million for the Successor period and $25.2 million for the Predecessor period.



Net loss was $(6.5) million for the year ended December 31, 2020, as compared to
$(16.8) million for the Successor period and net income of $3.6 million for the
Predecessor period. The decrease in net loss was primarily due to a decrease in
transaction related costs and growth in our service and product revenues,
partially offset by an increase in operating expenses to support the growth in
the business. Non-cash items were $23.7 million for the year ended December 31,
2020 as compared to $8.7 million for the Successor period and $10.1 million for
the Predecessor period. The increase in non-cash items was primarily driven by a
$6.4 million increase in share-based compensation, a $4.7 million increase in
amortization associated with an increase in intangible assets due to the TPG
acquisition, and a $22.2 million decrease in deferred income tax benefit, which
was partially offset by a $30.4 million decrease for the change in fair value of
contingent consideration.

The effect of changes in operating assets and liabilities was a cash increase of
$14.3 million for the year ended December 31, 2020, as compared to a cash
decrease of $6.3 million for the Successor period and increase of $11.5 million
for the Predecessor period. The most significant drivers contributing to this
net increase of $9.1 million relates to the following:

•A decrease related to accounts receivable of $11.4 million primarily driven by the improved timing of collections, partially offset by an increase in revenue;

•An increase related to inventory of $8.3 million; and

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•A net increase related to accounts payable and accrued expenses of
$11.1 million primarily due to timing of payments. The increase in accounts
payable and accrued expenses was $29.7 million for the year ended December 31,
2020, as compared to $6.0 million for the Successor period and $12.6 million for
the Predecessor period.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2020 was
$13.3 million compared to $629.9 million for the Successor period and
$12.3 million for the Predecessor period. The use of the $629.9 million from the
Successor period was primarily due to the cash used to fund the TPG acquisition.

Financing Activities



Net cash provided by (used in) financing activities for the year ended
December 31, 2020 was $9.4 million compared to $665.6 million for the Successor
period and ($1.3) million for the Predecessor period. The use of $665.6 million
for the Successor period was primarily driven by proceeds received from the
issuance of $225.0 million of debt and $447.4 million in proceeds received
associated with our acquisition capitalization. The inflow of $9.4 million for
2020 was primarily driven by $25.0 million of proceeds received from the
issuance of debt offset by a contingent consideration payment of $11.9 million.


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                    Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 31,
2021. The principal commitments consisted of obligations under outstanding
operating leases for office facilities, capital leases related to copy machines,
our long-term debt, and purchase commitments. The amount of the obligations
presented in the following table summarizes as of December 31, 2021, the
commitments to settle contractual obligations in cash for the periods presented.
                                                             Payments Due by Period
                                                   Less than 1                                     More than
(in thousands)                        Total            year          1-3 Years      4-5 Years       5 years
Operating lease obligations        $  37,914      $      8,762      $  15,129      $   7,803      $    6,220
Capital lease obligations              1,084               529            473             82               -
Long-term debt obligations(1)        192,631                 -              -        192,631               -
Purchase commitments                   5,208             5,208              -              -               -
Total contractual obligations      $ 236,837      $     14,499      $  15,602      $ 200,516      $    6,220


________________________

(1)Includes the term loan under our Credit Agreement.


                         Off-Balance Sheet Arrangements

During the periods presented we did not have any off-balance sheet arrangements, as defined in Regulation S-K promulgated by the SEC.


               Critical Accounting Policies and Use of Estimates

The discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with GAAP. The preparation of our financial statements requires us to
make judgments, estimates, and assumptions that affect the reported amounts of
assets, liabilities, income, and expenses and related disclosures of contingent
assets and liabilities. We base these estimates on our historical experience and
various other assumptions that we believe to be reasonable under the
circumstances. Actual results experienced may vary materially and adversely from
our estimates. Revisions to estimates are recognized prospectively. We believe
the following critical accounting policies could potentially produce materially
different results if we were to change underlying assumptions, estimates, or
judgments. See Note 2. Summary of Significant Accounting Policies to our
consolidated financial statements in this Form 10-K for a summary of our
significant accounting policies.

Revenue Recognition



We recognize revenue under ASC 606. We recognize revenue when our customer
obtains control of promised goods or services, in an amount that reflects the
consideration that the entity expects to receive in exchange for those goods or
services. To determine revenue recognition for contracts that are within the
scope of the standard, we perform the following five steps:

1) Identify the contract(s) with a customer



A contract with a customer exists when (i) we enter into an enforceable contract
with the customer that defines each party's rights regarding the goods or
services to be transferred and identifies the payment terms related to these
goods or services, (ii) the contract has commercial substance, and (iii) we
determine that collection of substantially all consideration for goods or
services that are transferred is probable based on the customer's intent and
ability to pay the promised consideration. We apply judgment in determining the
customer's ability and intention to pay. Our customary business practice is to
enter into legally enforceable written contracts with our customers. The
majority of our contracts are governed by a master agreement between us and the
customer, which sets forth the general terms and conditions of any individual
contract between the parties, which is then supplemented by any of the
following: software as a service agreement, statement of work, project task
orders, or purchase orders. The supplement specifies the different goods and
services, the associated prices, and any additional terms for an individual
contract. Multiple contracts with a single counterparty entered into at the same
time are evaluated to determine if the contracts should be combined and
accounted for as a single contract. Typical payment terms are net 30 days.

2) Identify the performance obligations in the contract



Performance obligations promised in a contract are identified based on the goods
or services that will be transferred to the customer that are both capable of
being distinct, whereby the customer can benefit from the goods or services
either on its own


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or together with other resources that are readily available from third parties
or from us, and are distinct in the context of the contract, whereby the
transfer of the goods or services is separately identifiable from other promises
in the contract. To the extent a contract includes multiple promised goods or
services, we must apply judgment to determine whether promised goods or services
are capable of being distinct and are distinct in the context of the contract.
If these criteria are not met the promised goods or services are accounted for
as a combined performance obligation.

No customer can take possession of our software in the ordinary course of
business, nor is it feasible for a customer to contract with a third party to
host the software or for a customer to host the software. Therefore, our license
arrangements are accounted for as service obligations, rather than the transfer
of intellectual property.

The Company is generally acting as a principal in each arrangement and, thus, recognizes revenue on a gross basis.

3) Determine the transaction price



The transaction price is determined based on the consideration to which we will
be entitled in exchange for transferring goods or services to the customer. We
assess the timing of transfer of goods and services to the customer as compared
to the timing of payments to determine whether a significant financing component
exists. As a practical expedient, we do not assess the existence of a
significant financing component when the difference between payment and transfer
of deliverables is a year or less, which is the case in most of our customer
contracts. The primary purpose of our invoicing terms is not to receive or
provide financing from or to customers. To the extent the transaction price
includes variable consideration, we estimate the amount of variable
consideration when it is required.

Typically, outside of our supplemental benefit products, we do not provide our
customers with any right of return. We do not constrain the contract price as it
is probable that there will not be a significant revenue reversal due to a
return.

4) Allocate the transaction price to the performance obligations in the contract



If the contract contains a single performance obligation, the entire transaction
price is allocated to the single performance obligation. However, if a series of
distinct goods or services that are substantially the same qualifies as a single
performance obligation in a contract with variable consideration, we must
determine if the variable consideration is attributable to the entire contract
or to a specific part of the contract. We allocate the variable amount to one or
more distinct performance obligations or to one or more distinct services that
forms a part of a single performance obligation, when the payment terms of the
variable amount relate solely to our efforts to satisfy that distinct
performance obligation and it results in an allocation that is consistent with
the overall allocation objective of ASC 606. Where variable revenue exists in
connection with providing a series of substantially similar services to our
customers, we do not estimate variable revenue at the inception of a contract
but recognize revenue as services are provided which typically aligns with
billing. Contracts that contain multiple performance obligations require an
allocation of the transaction price to each performance obligation based on a
relative standalone selling price ("SSP") unless the transaction price is
variable and meets the criteria to be allocated entirely to a performance
obligation or to a distinct good or service that forms part of a single
performance obligation. We determine SSP based on the price at which the
performance obligation is sold separately. If the SSP is not observable through
past transactions, we estimate the SSP using an expected cost-plus-a-margin
approach.

5) Recognize revenue when (or as) the entity satisfies a performance obligation



We satisfy performance obligations either over time or at a point in time
depending on the nature of the underlying promise. Revenue is recognized at the
time the related performance obligation is satisfied by transferring a promised
good or service to a customer.

Accounting Policy Elections and Practical Expedients



We have elected to exclude from the measurement of the transaction price all
taxes (e.g., sales, use, value-added) assessed by government authorities and
collected from a customer. Therefore, revenue is recognized net of such taxes.

We contract with customers to deliver and ship tangible products within the
normal course of business, such as supplemental benefit products. The control of
the products transfers to the customer, in most cases, free on board (FOB)
shipping point. We have elected to use the practical expedient allowed under ASC
606 to account for shipping and handling activities that occur after the
customer has obtained control of a promised good as fulfillment costs rather
than as an additional promised service and, therefore, we do not allocate a
portion of the transaction price to a shipping service obligation. We record as
revenue any amounts billed to customers for shipping and handling costs and
record as cost of revenue the actual shipping costs incurred.


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In accordance with ASC 606, if an entity has a right to consideration from a
customer in an amount that corresponds directly with the value to the customer
of the entity's performance completed to date, the entity may recognize revenue
in the amount to which the entity has a right to invoice ("right-to-invoice"
practical expedient). We have elected to utilize this expedient on supplemental
benefit products shipped and advisory services that are not based on a fixed
fee.

Our standard contract terms allow for the reimbursement by a customer for
certain travel expenses necessary to provide on-site services to the customer.
Such reimbursed travel expenses are reported on a gross basis. Since such
reimbursed travel expenses do not represent a distinct good or service nor
incremental value provided to a customer, a performance obligation is deemed not
to exist. Where the "right-to invoice" practical expedient is being applied to
variable consideration any client pass-thru charges related to the consulting
services performance obligations are also treated under the "right-to-invoice"
practical expedient.

Share-based Compensation Policy



Compensation expense related to stock option awards granted to certain employees
and non-employee directors is based on the fair value of the awards on the grant
date. If the service inception date precedes the grant date, accrual of
compensation cost for periods before the grant date is based on the fair value
of the award at the reporting date. In the period in which the grant date
occurs, cumulative compensation cost is adjusted to reflect the cumulative
effect of measuring compensation cost based on fair value at the grant date
rather than the fair value previously used at the service inception date or any
subsequent reporting date. Forfeitures are recorded as they occur. We elected to
recognize compensation cost related to time-vested options with graded vesting
features on a straight-line basis over the requisite service period.
Compensation cost related to performance-vesting option, where a performance
condition or a market condition that affects vesting exists, is recognized over
the shortest of the explicit, implicit, or defined service periods. Compensation
cost is adjusted depending on whether or not the performance condition is
achieved. If the performance condition is probable or becomes probable of being
achieved, the full fair value of the award (i.e., without regard for the market
condition) is recognized. If the performance condition is not probable of being
achieved, then compensation cost for the value of the award incorporating the
market condition is recognized.

We estimate the fair value of the stock option awards on the date of grant using
the Black-Scholes Merton model and/or the Monte-Carlo simulation model. Prior to
the IPO, in order to estimate the equity value of the enterprise to determine
the fair value of our common units, we used a combination of the market approach
and the income approach. For the market approach, we utilized the Guideline
Company Method by selecting certain companies that we considered to be the most
comparable to us in terms of size, growth, profitability, risk and return on
investment, among others. We then used these guideline companies to develop
relevant market multiples and ratios. The market multiples and ratios were
applied to our financial projections based on assumptions at the time of the
valuation in order to estimate our total enterprise value. Since there was not
an active market for our common units, a discount for lack of marketability was
then applied to the resulting value. For the income approach, we performed
discounted cash flow analyses utilizing projected cash flows, which were
discounted to the present value in order to arrive at an enterprise value. The
key assumptions used in the income approach include management's financial
projections which are based on highly subjective assumptions as of the date of
valuation, a discount rate and a long-term growth rate. The fair value of
options without a market condition are valued using the Black-Scholes Merton
model. The fair value of options with a market condition are valued using the
Monte-Carlo simulation model. Option valuation models, including the
Black-Scholes Merton model and Monte-Carlo simulation model, require the input
of certain assumptions that involve judgment. Changes in the input assumptions
can materially affect the fair value estimates and, ultimately, how much we
recognize as stock-based compensation expense. The fair value of the options
granted during the year are estimated on the date of the grant using the
historical volatility of the common stock of other companies in the same
industry over a period of time commensurate with the expected term of the
options awarded. We use the simplified method for estimating the expected term
of the options since we have limited historical experience to estimate expected
term behavior. We estimate the risk-free interest rate based on U.S. Treasury
note rates for the expected term. We do not intend to pay dividends on our
common shares, therefore, the dividend yield percentage is zero.

Following our IPO in June 2021, equity awards have been issued to certain
employees in the form of restricted stock units ("RSUs") and/or stock options.
The grant date fair value of RSUs is based on the closing stock price of our
common stock on the date of grant and is recognized as stock-based compensation
expense over the vesting period. The grant date fair value of stock options is
measured using a Black-Scholes Merton model and is recognized as stock-based
compensation expense over the vesting period.

Long-Term Incentive ("LTI") awards vest upon satisfaction of a return on
investment from a liquidity event as determined by our Board of Directors at its
sole discretion, subject to the participant's continued employment or service.
The LTI awards therefore have a market condition with an associated implicit
performance condition. Settlement of the award can be made, as determined by the
Board of Directors at its sole discretion, (i) in cash, (ii) common stock, or
(iii) in other property acceptable to


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the Board of Directors. The LTIs are treated as liability-based awards under ASC
Topic 718, Compensation - Stock Compensation ("ASC 718"). As the LTI awards are
liability-classified, the award is measured for fair value on the grant date.
The fair value of the award is re-measured each reporting period until the award
is settled. The Company will recognize compensation expense for the LTIs upon
the liquidity event occurring.

Goodwill

Goodwill represents the fair value of acquired businesses in excess of the fair
value of the individually identified net assets acquired. Goodwill is not
amortized but is tested for impairment annually or whenever indications of
impairment exist. Impairment exists when the carrying amount, including
goodwill, of the reporting unit exceeds its fair value, resulting in an
impairment charge for this excess (not to exceed the carrying amount of the
goodwill). Our annual impairment testing date is October 1. We can elect to
qualitatively assess goodwill for impairment if it is more likely than not that
the fair value of a reporting unit exceeds its carrying value.

For purposes of the goodwill impairment test, we have determined our business
operates in four reporting units: Advanced Plan Administration, Supplemental
Benefit Administration, Value Based Payment Assurance, and Advisory Services.
Advanced Plan Administration, Supplemental Benefit Administration, and Value
Based Payment Assurance reporting units form part of the Technology Enabled
Solutions reporting segment.

A qualitative assessment considers macroeconomic and other industry-specific
factors, such as trends in short-term and long-term interest rates and the
ability to access capital, and company specific factors such as trends in
revenue generating activities, and merger or acquisition activity. If we elect
to bypass qualitatively assessing goodwill, or it is not more likely than not
that the fair value of a reporting unit exceeds its carrying value, management
estimates the fair values of each of our reporting units mentioned above and
compares it to their carrying values. Evaluation of goodwill for impairment
requires judgment, including the identification of reporting units, assignment
of assets, liabilities and goodwill to reporting units and determination of the
fair value of each reporting unit.

We estimate the fair value of our reporting units using a combination of an
income approach, utilizing a discounted cash flow analysis, and a market
approach, using market multiples. Under the income approach, we estimate
projected future cash flows, the timing of such cash flows and long-term growth
rates, and determine the appropriate discount rate that reflects the risk
inherent in the projected future cash flows. The discount rate used is based on
a market participant weighted-average cost of capital and may be adjusted for
the relevant risk associated with business-specific characteristics and the
uncertainty related to the reporting unit's ability to execute on the projected
future cash flows. Under the market approach, we estimate fair value based on
market multiples of revenues and earnings derived from comparable
publicly-traded companies with characteristics similar to the reporting unit.
The estimates used to calculate the fair value of a reporting unit change from
year to year based on operating results, market conditions and other factors.
Changes in these estimates and assumptions could materially affect the
determination of fair value for each reporting unit.

Based on our most recent evaluation of goodwill performed on October 1, 2021, we concluded that the goodwill in each of our reporting units was not impaired.

Income Taxes



Income tax expense includes federal, state, and foreign taxes and is based on
reported income before income taxes. We recognize deferred tax assets and
liabilities based on the differences between the financial statement carrying
amounts and the tax basis of assets and liabilities. The deferred tax assets and
liabilities are determined based on the enacted tax rates expected to apply in
the periods in which the deferred tax assets or liabilities are anticipated to
be settled or realized.

We regularly review our deferred tax assets for recoverability and establish a
valuation allowance if it is more likely than not that some portion, or all, of
a deferred tax asset will not be realized. The determination as to whether a
deferred tax asset will be realized is made on a jurisdictional basis and is
based on the evaluation of positive and negative evidence. This evidence
includes historical taxable income, projected future taxable income, the
expected timing of the reversal of existing temporary differences and the
implementation of tax planning strategies.

We recognize the tax benefit from uncertain tax positions only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax
benefits recognized from uncertain tax positions are measured at the largest
amount of benefit that is greater than fifty percent likely of being realized
upon ultimate settlement. No tax benefits are recognized for positions that do
not meet this threshold. Interest related to uncertain tax positions is
recognized as part of the provision for income taxes and is accrued beginning in
the period that such


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interest would be applicable under relevant tax law until such time that the related tax benefits are recognized. See Note 13. Taxes to our consolidated financial statements in this Form 10-K for additional information.



Determining the consolidated provision for income tax expense, deferred income
tax assets (and related valuation allowance, if any) and liabilities requires
significant judgment. We are required to calculate and provide for income taxes
in each of the jurisdictions where we operate. Changes in the geographic mix of
income before taxes or estimated level of annual pre-tax income can affect our
overall effective income tax rate. The consolidated provision for income taxes
may change period to period based on changes in facts and circumstances, such as
settlements of income tax audits.

Contingent Consideration

We recognized an earn-out liability in connection with the November 2018 acquisition of HealthScape Advisors, LLC ("HealthScape Advisors") and Pareto Intelligence LLC ("Pareto Intelligence"), which represented contingent consideration.



The initial fair value of the earn-out liability was determined by employing a
Monte-Carlo simulation model. The underlying simulated variable was adjusted
revenue discounted by the market price of risk embedded in the revenue metrics.
The revenue volatility estimate was based on a study of historical asset
volatility and implied volatility for a set of comparable public companies,
adjusted by our operating leverage. The earn-out payments were calculated based
on simulated revenue metrics and payment thresholds as set forth in the
HealthScape Advisors and Pareto Intelligence purchase agreement. The calculated
payments were further discounted back to present value using cost of debt
reflecting our credit risk. The fair value of the earn-out liability at each
reporting date subsequent to the acquisition was measured using a probability
weighted approach. Any change in fair value was recognized in the consolidated
statements of operations and comprehensive (loss) income.

In connection with the Merger, we recognized a holdback liability, which
represented contingent consideration. See Note 4. Acquisitions to our
consolidated financial statements in this Form 10-K for additional information.
The initial fair value of the holdback liabilities and at each subsequent
reporting date was measured using a probability weighted approach. Any change in
fair value was recognized in the consolidated statements of operations and
comprehensive (loss) income.

During the year ended December 31, 2021, we made a final payment of $13 million
related to the holdback liability and a $7.5 million final payment related to
the earn-out liability due to HealthScape Advisors.

                        Recent Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies, to our consolidated financial statements in this Form 10-K for more information.


                         Emerging Growth Company Status

Pursuant to the JOBS Act, an emerging growth company is provided the option to
adopt new or revised accounting standards that may be issued by FASB or the SEC
either (i) within the same periods as those otherwise applicable to non-emerging
growth companies or (ii) within the same time periods as private companies. We
intend to take advantage of the exemption for complying with new or revised
accounting standards within the same time periods as private companies.
Accordingly, the information contained herein may be different than the
information you receive from other public companies.

We also intend to take advantage of some of the reduced regulatory and reporting
requirements of emerging growth companies pursuant to the JOBS Act so long as we
qualify as an emerging growth company, including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404(b)
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation and exemptions from the requirements of holding non-binding
advisory votes on executive compensation and golden parachute payments.

The Chartis Group, LLC completed the acquisition of HealthScape Advisors, LLC from Convey Health Solutions Holdings, Inc.	02-05	CI
Convey Health Solutions Holdings, Inc. Appoints Dan Finke as Chief Executive Officer	01-29	CI
Convey Health Solutions, Inc. Enters into Amendment No. 6 to the First Lien Credit Agreement	22-10-07	CI
Convey Health Seeks NYSE Delisting Following Closing of Acquisition by TPG Capital	22-10-07	MT
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from S&P Global BMI Index	22-10-07	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from S&P TMI Index	22-10-07	CI
TPG Capital, L.P. completed the acquisition of an additional minority stake in Convey Health Solutions Holdings, Inc..	22-10-06	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) added to S&P Global BMI Index	22-09-19	CI
Convey Health Solutions Holdings, Inc. Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2022	22-08-12	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from Russell Microcap Growth Index	22-06-24	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from Russell 3000E Growth Index	22-06-24	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from Russell 3000 Growth Index	22-06-24	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from Russell Small Cap Comp Growth Index	22-06-24	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from Russell 2000 Growth Index	22-06-24	CI
Convey Health Solutions Holdings, Inc.(NYSE:CNVY) dropped from Russell 2500 Growth Index	22-06-24	CI
Guggenheim Downgrades Convey Health Solutions Holdings to Neutral From Buy	22-06-22	MT
Barclays Downgrades Convey Health Solutions Holdings to Equalweight From Overweight, Adjusts Price Target to $11 From $12	22-06-22	MT
Top Midday Gainers	22-06-21	MT
Sector Update: Health Care	22-06-21	MT
Wall Street Set for Upbeat Open Despite Recession Concerns	22-06-21	MT
Sector Update: Health Care Stocks Edge Higher Premarket Tuesday	22-06-21	MT
Sector Update: Health Care	22-06-21	MT
Top Premarket Gainers	22-06-21	MT
Convey Health Solutions to Be Taken Private by TPG in $1.1 Billion Deal; Shares Soar	22-06-21	MT
TPG Capital, L.P. entered into a definitive merger agreement to acquire an additional minority stake in Convey Health Solutions Holdings, Inc..	22-06-20	CI

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Convey Health Solutions Holdings, Inc.

Equities

CNVY

US21258C1080

IT Services & Consulting

CONVEY HEALTH SOLUTIONS HOLDINGS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

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