Hello, everyone, and thank you for joining the Claritev third quarter 2022 earnings conference. My name is Darius, and I'll be the operator for today. Before I hand you over to your host, Shana Gasek, I would like to remind you that if you would like to ask a question during the Q&A session at the end of the call, please press star followed by one on your telephone keypad. I now have the pleasure of handing you over to your host, Shana Gasek, AVP, Investor Relations. Please go ahead. Thank you. Good morning, and welcome to Claritev's third quarter 2022 earnings call. Joining me today is Dale White, Chief Executive Officer, and Jim Head, Chief Financial Officer. The call is being webcast and can be accessed through the investor relations section of our website at www.claritev.com. During our call, we will refer to the supplemental slide deck that is available on the investor relations portion of our website, along with the third quarter 2022 earnings press release issued earlier this morning. Before we begin, a couple reminders. Our remarks in response to the questions today may include forward-looking statements. These forward-looking statements represent management's beliefs and expectations only as of the date of this call. Actual results may differ materially from those forward-looking statements due to a number of risks. A summary of these risks can be found on the second page of the supplemental slide deck, and a more complete description on our annual report on Form 10-K and other documents we file with the SEC. We will also be referring to several non-GAAP measures, which we believe provide investors with a more complete understanding of Claritev's underlying operating results. An explanation of these non-GAAP measures and reconciliations to the most comparable GAAP measure can be found in the earnings press release in the supplemental slide deck. With that, I would now like to turn the call over to our Chief Executive Officer, Dale White. Dale? Thank you, Shana. Good morning, everyone, and welcome to the call. By now, many of you have had an opportunity to review our third quarter results. I'll say at the outset that these results were disappointing, and while the predominant driver of the shortfall was a decline in patient utilization of healthcare services, I would be remiss if I didn't acknowledge our results nevertheless fell short of our third quarter expectations. I'm going to cover three topics this morning. I'll provide some context around the market conditions and moving pieces that drove our third quarter results. I'm going to reinforce that we continue to see strong underlying demand for our services, are highly engaged with our customers, and remain focused on investing in our business to drive growth. Then I'll review the action plan our leadership is implementing to manage the business through these more challenging market conditions. Let's jump into our third quarter results. As shown on page four of the supplemental deck, third quarter revenues of $250.5 million declined about $40 million from the prior quarter and fell about $30 million short of our third quarter guidance provided in August. Adjusted EBITDA of $172.2 million declined about $37 million from the prior quarter and fell about $28 million short of our third quarter guidance. Despite this quarter's results, we remain highly profitable, maintain best-in-class adjusted EBITDA margins, and continue to generate significant cash flow. In the third quarter, our adjusted EBITDA margin was nearly 69%. We generated $109 million in cash flow from operations, and we ended the quarter with $439 million of cash on the balance sheet. Our profitability provides us with significant flexibility to navigate a challenging environment while pursuing our strategic initiatives and to thoughtfully allocate our capital. Third quarter results exhibited an unusual, although not unprecedented, level of volatility for a business that has typically displayed stability and visibility. As shown on page six of the supplemental deck, that volatility was caused by a confluence of factors. The single largest factor was external market conditions, which were characterized by a decline in healthcare utilization among health plan members. This drove lower savings volumes and mix shift that was unfavorable to revenues. We had an anticipated shift away from us of a portion of an overall program at one of our customers. There were several smaller components that cumulatively impacted revenues yielded from our identified savings in the quarter. On our second quarter call, we noted that volumes reported by a number of hospital and health services groups, as well as lower medical loss ratios at some major health insurers, were pointing to a sluggish patient utilization during the second quarter, and we noted that these trends were beginning to be reflected in our claim and charge volumes. Given our typical lag, the full extent of that sluggishness became evident in our third quarter results. As shown on page seven, charges processed declined approximately 2% sequentially to $31.4 billion. While that may seem like a modest decline at the top of our claims funnel, it masks a mix shift in claim types that drove a larger 4% sequential decline in identified savings to $5.3 billion and a 7% decline in identified savings at the core of our revenue model, as Jim will discuss momentarily. In particular, at the plan member level, we observed swift changes in demand for discretionary care, starting with medical services rendered in May and June. This supports a growing consensus that health plan members are postponing or forgoing non-emergent care and are slightly more hesitant to spend out-of-network, given the environment. Together, these identified savings volume and mix factors explain about $19 million, or roughly half of the revenue decline between this quarter and last quarter. As I mentioned, also affecting our revenues this quarter was the anticipated impact of a partial program loss as a customer decided to shift a component of its overall out-of-network savings program away from us. The impact of that decision accounted for about $7 million-$8 million of the decline in revenue relative to the prior quarter. Such shifts happen from time to time in the normal course. As much as I'd love to say we win 100% of the time, that simply isn't the reality of any business. Importantly, though, our relationship with this key customer, which is not our larger customer that recently renewed its contract with us, remains healthy. They continue to use the same breadth of our solution in the larger portion of the program that remains with us. Finally, we had a number of customer-related adjustments during the third quarter. As shown on page six, and as Jim will discuss momentarily, these accounted for about $13 million of decline in total revenues. It's typical for us to experience various puts and takes in any given quarter, but our third quarter had an abnormal number of puts and few takes. Despite the third quarter results, I am confident that our business remains robust, as evidenced by our strong margins and cash flow. We do not believe the third quarter is indicative of MultiPlan's long-term earnings power. Importantly, all of our payer customer relationships remain healthy. The vast group of over 100,000 employers and other plan sponsors we serve through these customers is essentially unchanged. We continue to be highly engaged with our customers to help drive deeper medical cost savings for the employers and plan members they serve. While patient utilization is soft, demand for our cost management services is strong, and we expect it to remain so, given the widely reported decline in affordability of health benefits that employers and plan sponsors presently face. We believe it is unlikely that patient utilization will remain suppressed indefinitely. While it is difficult to predict when it will rebound, we expect to benefit when it does, just as we have in the past. In the meantime, we continue to sell new business, and we expect these efforts to drive additional revenues in future periods. We are adjusting to prevailing market conditions while maintaining our focus on growing the business and keeping our platform in a position to benefit from higher volumes when utilization recovers. With these objectives in mind, our leadership team is implementing an action plan for managing through uncertain market conditions, as shown on page nine. First, we are aggressively implementing new initiatives with our customers to help them cope with accelerating healthcare costs. This includes reviewing all of our solution configurations with our customers and intensifying efforts around enhancements to optimize their medical cost savings. We expect these initiatives to drive meaningful, incremental identified savings for our customers and revenue for MultiPlan. In fact, we are already seeing results in this area. For example, this quarter, we implemented enhancements to our Data iSight pricing service that are expected to add approximately $6 million in annual revenue, which will begin to ramp in Q4. During the quarter, we implemented or scheduled implementation of several solution hierarchy changes for payers to help them quickly pivot in response to changing market dynamics. Combined, these will generate additional savings worth about $14 million-$16 million in annual revenues to MultiPlan. Second, we have been fully immersed in product development, and that effort has already yielded plans to launch several promising products in 2023. This includes one product focused on protecting members against balance bills on non-NSA-related claims and another that leverages machine learning to optimize claim routing between our solutions. We're also working with our partner, Abacus Insights, to bring our solution set to their customers on their data interoperability platform. Third, we are undertaking a review of MultiPlan's long-term growth strategy to ensure we are prioritizing our most attractive opportunities to more deeply penetrate our existing markets and to diversify into adjacent markets. The goal of the review is to amplify the progress already made against our strategy. Among other signs of this progress, we've enhanced our solutions with advanced analytics and data to drive savings and service performance. To this end, today, we have a team of about 15 data scientists implementing machine learning and advanced technology initiatives with a focus on surprise bill negotiation and arbitration strategies, data mining and prepayment negotiation services. We have also extended our service penetration in adjacent markets with organic initiatives and the acquisitions of HST and Discovery Health Partners, both of which target health plans in-network claims, and one of which also delivered significant business that we've continued to grow in the Medicare Advantage market segment. I look forward to communicating the refinements to MultiPlan's growth strategy over the coming months. Fourth, lastly, as Jim will discuss in greater detail, we have identified internal cost-saving initiatives, some of which already have been implemented. These will help offset inflationary pressures on our costs and provide capacity for the investments in our talent and platform that are critical to executing on the numerous projects underway and to capturing our growth opportunities. I'd like to turn to some other highlights that occurred during the third quarter. MultiPlan closed 148 opportunities during Q3 that we expect to contribute approximately $13 million in annual revenues to the business, with some of these starting to contribute as early as Q4. Value-driven health plan services continued to grow above our expectations. By January 1st, we will have added 39 new employer groups with nearly 15,000 members. This would bring total members under these types of plans to over one million. MultiPlan's itemized bill review service, which was announced just last quarter, added two new customers in Q3, and there are an additional 40 opportunities progressing through the pipeline. There is strong interest in our subrogation service. During the quarter, we submitted several proposals to regional health plans, which could contribute up to $20 million in annual revenues. Finally, we added new network business during the quarter, including one commercial and two Medicare Advantage payers. Moving on to the No Surprises Act, I'm pleased to report that our claim activity is trending as expected. It's softening somewhat over the quarter, given overall utilization. A number of our customers continue to use our core cost management solutions, while others use our new QPA-based pricing service. QPA is a benchmark established by the Act. While QPA isn't mandated as a reimbursement amount, it does play a role in determining the member's cost share and in Independent Dispute Resolution, or IDR. The IDR process is still in its early stages and continues to be somewhat chaotic for payers and providers. As you may recall, when NSA's interim final rules for the process were published last September, provider organizations successfully sued in federal court. As a result, the government struck the portions of the NSA's interim final rule that had given primacy to the QPA in the IDR process. These changes were included in the final rules released this August. However, provider groups have sued again, citing additional aspects of the implementation guidance that they say still prioritize the QPA over other factors considered in arbitration. It remains to be seen how this continued pushback from the provider community will play out. In the meantime, we have closed 1,240 IDR cases and have another nearly 18,000 in process. With IDR likely to remain a changing and complicated process, we are confident our data, our analytics, and our operational expertise in this area will continue to deliver value to our customers. I would like to turn now to our outlook on the market environment and what that means for our fourth quarter expectations and the starting base for 2023. The third quarter results reported by a number of hospital and health services groups and the continued lower medical loss ratios at several major health insurers suggest that patient utilization remained soft in Q3, which, due to our typical claims lag, impacts our Q4 revenues. Utilization tends to be seasonally higher in Q4, but at this point, we have little reason to expect that our fourth quarter results will look better than those in the third quarter. As such, we are guiding to fourth quarter revenues between $235 million and $250 million, and fourth quarter adjusted EBITDA between $155 million and $170 million. Changes to our full year 2022 guidance are detailed on page 12 of the supplemental deck. While we are not providing guidance for 2023, clearly our Q4 guidance implies we are exiting the year at a lower run rate than where we started, and next year, we will have the impact of the contract renewal with a major customer, as announced previously. We are cautiously optimistic that patient utilization could begin to recover more broadly. As I noted, we do not believe it can remain suppressed indefinitely. Further, we've seen periods like this before, COVID lockdowns being the most recent episode, and utilization can return swiftly with an associated lift in our revenues. We're also optimistic that our planned product launches and other growth initiatives will provide some offset if the market softness persists into 2023. That said, visibility on when external pressures might abate is low, and as such, we feel it's prudent to recalibrate expectations for the time being. Consistent with our historical practice, we'll provide full year 2023 guidance on our fourth quarter call this coming February. In summary, while third quarter results missed the mark and visibility on the road ahead has become more challenging, we will stay focused on controlling what we can control. That means driving meaningful progress on all fronts by executing on our long-term priorities, selling new business, building our pipeline, investing in our people and solutions to drive growth, managing our costs, and delivering high levels of value and service to our payer customers. Before I turn the call over to Jim, I want to say that I'm extremely proud of how our team is responding to these market conditions. On their front feet, managing actively and focused on growing the business, all the while maintaining their dedication to our mission to deliver affordability, efficiency, and fairness to the U.S. healthcare system, and to deliver operational excellence and outstanding customer service. Thank you. With that, I'll turn the call over to Jim to discuss our financial results in more detail. Jim? Thank you, Dale, Good morning, everyone. I will echo Dale in acknowledging that while we remain confident about the strength of our business and our ability to grow it long term, our third quarter was challenging and our results fell short. I'll start today with my usual walkthrough of the financial details, then provide some additional commentary about our outlook for Q4 and the action plan our leadership team is implementing to manage through the more challenging conditions for revenue. I'll close with balance sheet, cash flow, and capital allocation. As shown on page four of the supplemental deck, Q3 revenue was $250.5 million, down 13.1% from Q3 2021, down 13.7% from the prior quarter. Dale discussed the major components of this sequential decline, which are again detailed in the revenue bridge on page six of the supplemental deck. I'd like to touch on some of these components in more detail and relate them to the decline in our revenues as a percentage of identified savings, or what we call share of savings. Lower patient utilization of the healthcare system accounted for about $19 million of the change in revenues in the quarter. While total identified savings declined 4% sequentially, we experienced a much deeper decline in the savings categories that comprise most of our revenue. Specifically, as indicated on page eight, identified savings related to our percentage of savings revenue model, which represents about three quarters of our savings volumes and over 90% of our revenues, that declined 7%, while our per member per month savings volumes actually grew 5%. The net volume effect accounted for about half of the $19 million impact from lower patient utilization. As our identified savings volumes declined, we experienced mix shift between service lines and products, which unfavorably affected our revenues. This mix shift comprises the other half of the $19 million impact from lower patient utilization. Page eight of the supplemental deck also presents identified savings as a percentage of our revenues. The share of savings declined about 50 basis points from prior quarter, from 5.05% to 4.51%. This was driven in roughly equal parts by the identified savings volume mix shift I just discussed, and the cumulative impact of the three other components that are each itemized on the revenue bridge on page six. These consisted of a $6 million impact from above trend revenue yield in analytics-based services during the first half of 2022, which subsided in Q3 and created a negative comparison. A $4 million impact related to customer contract adjustments, and approximately $3 million of non-recurring one-time customer credits that were true-ups from prior periods. As Dale mentioned, our third quarter had an abnormal number of puts and few takes. Neither the NSA or COVID were significant contributors to the sequential change in revenues. In fact, savings volumes and revenues related to our NSA services were a relative bright spot during the third quarter. NSA-related claims volumes were not as soft as overall claim volume, as relatively lower level of discretionary and elective health services are included in the mix of NSA claims. As the conversion of in-scope claims to our NSA solutions otherwise continued to track to our expectations. Also notable, the change in revenues attributed to COVID testing and treatment claims was not a material component of the sequential change in our total revenues. Our net COVID-related impact in the quarter was approximately $4 million-$6 million, a small percentage of revenues and similar to last quarter, and down from approximately $8 million-$10 million in the prior year quarter, as detailed on page 17 of the supplemental deck. We have mentioned that the net COVID-related impact is becoming less relevant with more distance from the initial lockdowns two and a half years ago. We plan to assess the ongoing utility of providing this metric at the end of the year. Turning to page 5 of the supplemental deck, revenues were down in each of our service lines in Q3 2022. Network-based services declined 12.1% year-over-year, driven by lower patient utilization, lower COVID-related volumes, substitution of analytics-based services, and some attrition of smaller clients that we had called out with our second quarter results. The network-based services revenues declined 7.2% sequentially, driven predominantly by lower patient utilization and lower savings volumes. Analytics-based services declined about 11.8% versus the prior quarter and 15% sequentially, driven by lower patient utilization, the aforementioned partial program loss at one of our customers, and the customer revenue adjustments, all of which were recognized in this service line. Payment integrity revenues declined 21.9% year-over-year and 17.2% sequentially. The decline is attributable to our prepayment clinical negotiation business versus our discovery business, which actually grew modestly. Our clinical negotiation business was softer from lower volumes, but also programmatic shifts to customers and the substitution of clinical negotiation with NSA services, which are part of our analytics reporting line. Turning to expenses, the third quarter 2022 adjusted EBITDA expenses were $78.3 million, up from $69.9 million in the prior year quarter, and down slightly from $80.5 million in Q2 2022. The increase versus the prior year quarter was caused predominantly by higher personnel costs, due to increases in employee headcount and year-over-year wage increases. The sequential decline in Q3 represents tightening on hiring and the initial impact of several targeted cost initiatives we have undertaken in response to more difficult market conditions. The bulk of the actions will be implemented in the fourth quarter and first quarter and will impact our 2023 base. Adjusted EBITDA was $172.2 million in Q3 2022, down about 21.2% from $218.4 million in the prior year quarter, and down about 17.9% sequentially. Adjusted EBITDA margin came in at 68.7% in Q3 2022, down from 75.8% in Q3 2021, and down from 72.3% in the prior quarter, reflecting the revenue and adjusted EBITDA expense trends discussed previously. While we remain best in class with our adjusted EBITDA margins, our expense base is relatively fixed and therefore our margins are often driven by the trajectory of our revenues in any given quarter. In the third quarter, net cash provided by operating activity was $109 million, and free cash flow was $88 million. As a reminder, our cash flow tends to be higher in the first and third quarters given the timing of our debt, interest, and tax payments. Turning to our outlook on page 11 of the supplemental deck, we are projecting Q4 2022 revenue of $235 million-$250 million. As Dale mentioned, our fourth quarter guidance embeds an expectation that patient utilization of the healthcare system remained sluggish in the third quarter. Even if utilization recovers in the fourth quarter, given our typical claim lag, it would be unlikely to materially lift our Q4 2022 revenues. We are projecting Q4 2022 adjusted EBITDA of $155 million-$170 million. That guidance implies an adjusted EBITDA expenses of about $80 million, slightly above the Q3 run rate of $78.3 million. Our guidance implies an adjusted EBITDA margin of 66%-68% for the fourth quarter. As part of the action plan our leadership team is implementing, we are addressing costs proactively. We've always been a very cost-conscious organization, and we are tightening our belt to help fund investments that we are making in the business and to also preempt inflationary pressures on costs. The goal is to contain expense growth in 2023 while keeping our platform in a position to benefit from higher volumes when utilization recovers, maintaining our focus on delivering for customers and growing the business. Turning to the balance sheet and capital, our total and operating leverage ratios net of cash were 5.4 and 3.9 times respectively, effectively unchanged from the prior quarter. We ended the third quarter with $439 million of cash on the balance sheet. Combined with the maturity schedule of our debt instruments, we have significant financial flexibility. Our business continues to generate substantial cash flow, which allows us to balance investing in growth of the business and reducing our leverage. As we have discussed previously, we will continue to take an opportunistic but balanced and disciplined approach to deploying our cash and are considering all options given these unique market conditions. That brings me to the end of my comments. I'd like to turn it back over to Dale. Thank you, Jim. Before we open it up for Q&A, I want to acknowledge again that it was a tough quarter for Claritev, and for companies inside and outside the healthcare sector, many of them household names. By no means am I sugarcoating. These results are a disappointment, no question. As any company does, Claritev has had its highs and lows. In my 20 years with the company, I've had a courtside seat to most of them. We always capitalize on the highs to become an even stronger partner to our customers, and we always come through the lows with renewed focus and energy. I believe this time will be no different because in our view, Claritev has the best fundamentals in our space. Operator, would you kindly open it up for Q&A? Of course. If you would like to ask a question, please press star followed by one on your telephone keypad. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure your phones are muted locally. Moreover, please limit your question to one question and a follow-up. Thank you. First question comes from Joshua Raskin from Nephron Research LLC. Please go ahead, Joshua. Yeah. Thank you. Good morning. I'll ask both questions kind of sequentially here. The first thing, I just want to make sure I understood your commentary, Dale, around 2023. It sounds like you expect the 4Q run rate to sort of continue, or at least now what you're seeing in 3Q to continue. Can we assume that 2023 is expected to be down relative to the 4Q run rate because of the big customer recontracting, or were you insinuating that the run rate? Yeah, Josh, this is Jim. I think I'll offer a couple observations and a couple dimensions. Number one, we're not providing 2023 guidance, and I think we're going to have a lot more visibility on run rate at the turn of the year than we have right now. I would say on one hand, we are acknowledging that the run rate of the business today is third and fourth quarter look a lot alike. I don't think we're ready to make a prediction as to what next year's going to look like. I do think that, as we said in the second quarter earnings call, we do have this customer contract adjustment, which is going to be a headwind to growth. We've talked about that being muted, flattish, in terms of the impact because it will be an offset to other initiatives in other growth areas as well as it could be all things being equal is kind of a flat environment. I think it's too early to say, Josh. There's a little bit of ambiguity on Q3 and Q4 because of utilization. As we've seen in prior cycles, that can change relatively soon, and I think we'll have a better handle on that with our fourth quarter announcement. Okay, it sounds like if 4Q utilization were to be the run rate, the only right now is this customer adjustment will be a headwind, right? To your point, there's new growth and that sort of thing. The other question is, the slides looking at the sequential change to $39 million decline in revenue, only $3 million was kind of termed as not recurring. It seems like just a huge precipitous drop in utilization, and I understand you kind of went through the litany of issues. Can you confirm that that was the only catch-up, and that there was no other sort of retroactive adjustments or anything that was maybe overstated in the first half of the year? And then what specifically was the $3 million customer adjustment for? Yeah. Josh, let me make sure I understand. Let's maybe refer to page six and just to kind of provide some specificity. The one-time customer adjustments, that $3 million, that's just true-ups from, frankly, some 2021 claims, et cetera. It is not unusual given our revenue accounting that we could have some retroactive true-ups, but it doesn't happen very often. Those are one-time true-ups against the past. I guess I would call, and I'll just walk across this. The contract adjustments, those are kind of modifications with customers along the way that are, I wouldn't say normal course, but they happen, and there are about $4 million of adjustments in this quarter. Last but not least, I want to call out the yield normalization because that is a lot more about performance than history, so to speak, in the sense that the yield normalization, we have utilization of savings that we present to our customers, and we accrue to historical yields. What happened in Q1 and Q2, and it took a little bit of digging, we were just performing above our accrual levels historically. That's because whether it was COVID or some other classes of claims, our clients were just accepting it at an abnormally high level. In Q3, largely because of some of the volume shifts, et cetera, it normalized. What that means is we have a comparison issue. It's less about business walking out the door. It's more like the yields have come down a little bit in some of those areas, particularly in our analytics business, and it just creates a tough compare against last quarter. We wanted to call that out so you understood where we are today. I hope that helps in terms of the componentry. It sounds like it's not necessarily run rate, and environmental totally, but I understand you're resetting to a lower level, right? That the recurring is that it continues in the future, not that you're expecting these sorts of headwinds every quarter. Exactly. Listen, we see the benefits of volume when things come in a little bit hot. Our yields are a little bit higher. Elective surgeries, which are oftentimes big tickets, the orthos, et cetera, can enhance our yields. When volumes recede, and I think you kind of parsed through the detail here, but our volumes came down about 7% in our percentage of savings categories. You could argue that they were even higher in some of the discretionary categories because our NSA claims were steadier. We could kind of get the benefit when it swings up and we get the detriment when it swings down. Okay. Gotcha. Thank you. The next question comes from Daniel Grosslight from Citigroup. Please go ahead, Daniel. Your line is now open. Hi, guys. Thanks for taking the question. I want to stick with slide six for a little bit and really focus in on the $8 million program-related attrition. Curious if you have any color on where that client went, what was the issue with that program specifically, if there was pricing pressure, competition, et cetera. Just a little more color on the $8 million program-related decline. Right. Thanks, Daniel. Look, as I said, and I've said it repeatedly, we always like to win 100% of the time. In this case, the customer made a decision to shift a part of its business and part of its work to a competitor, and not have all of its eggs in one basket. From that perspective, the customer didn't change its service portfolio with us, how it utilizes us. All the same services that the customer utilized prior to the change is the same array of services they use through us today for the lion's share of the business. Okay. Makes sense. It seems like you're generating more of your revenue from PEPM versus shared savings. Is that just a 3Q, maybe 4Q issue, and you expect that to normalize back in 2023, or should we think about more savings coming through PEPM, which will continue to weigh on your revenue yield in 2023 and beyond? Yeah, we're being a little bit more transparent on that mix because the PEPM weighting, so to speak, in that savings, if it continues to grow, is going to be a bigger component of it. It does speak to a little bit of yield degradation by just virtue of volume, right? In our 10-Q, we call out the revenues on a percentage of savings versus PEPM. I think that you will have the tools, I think, between our schedule on page eight versus the 10-Q to think through some of those yield implications. You're absolutely right. As we grow our PEPM business, the savings that are going to be attached to that or associated with that will continue to grow. That's our network side, and it's also our HST. Right. As I noted in my comments, Daniel, the value-driven health plan business grew substantially coming to just January 1st, right? Where I think we're adding 39 groups, almost 15,000 new lives, and we've already exceeded 1 million total lives. As that continues to grow, and that business in particular is based on a PEPM model, it'll take a bigger piece of our revenue. Last one for me, just on EBITDA. You guys mentioned you have really good incremental margins, on the way down, you have high decremental margins. I'm just curious for 2023, if we don't see a nice rebound in utilization, are we going to be at the same run rate of EBITDA margin as you are in Q3 and Q4? How much cost can you actually take out of the business if you don't see that return to utilization? Just one kind of accounting thing, I guess, for EBITDA this quarter. There was a $28.5 million add back in EBITDA for expenses. Where did that come from? Why don't we take the margin question first, we'll hit the transaction expenses. The margin, what I can do is give you a little bit of context on the expense side, because the margin will be, as we said, is going to be a function of what kind of revenue assumptions you're going to make. The one thing that we can control is our expenses. Having said that, it's relatively fixed. We've got $78 million of EBITDA expenses in Q3. We're predicting $80 million in our guidance, just kind of think of that as a run rate. What we're trying to do here is identify costs to mitigate the inflation of that base for next year. You can imagine that we're probably the most cost-conscious company out there, given the margin profile we have today. We still have some opportunity to sharpen our pencil on costs, it is relatively fixed. We don't want to be in a position where we miss out on our customer commitments and our revenue opportunities by cutting our costs too thinly. We're taking a very disciplined approach to this, you should not expect that our costs are going to take a shift down, so to speak, in 2023. I think what we're trying to do is mitigate what you could call an inflationary rate against that cost base, find some areas of investment, we'll call out those investment areas in our guidance in 2023. Does that give you some context on how we're thinking about it? As we talked about, the 2023 revenue is going to be a little bit of a function of where we kind of enter the new year, and that will drive the margin on whether it's 68 or otherwise. Secondly, Daniel, you'd asked about transaction expenses. In our adjustment, the non-GAAP EBITDA. You're correct, there was an increase of transaction-related expenses in Q3 of about $27 million in the schedule. This is non-cash. The vast majority of that figure relates to reserves that we accrued this quarter for litigation of prior transactions. As a policy, we're just not going to comment on any pending litigation. I would just say that you can look at our 10-Q, our public disclosure, and we call out what that means, essentially, in our filings. Got it. Appreciate the color. Thanks, guys. Thanks, Danny. The next question comes from Cindy Motz from Goldman Sachs. Please go ahead, Cindy, your line is now open. Thanks for taking my question, and thanks for the detail. I just had a couple, just following up on that last thing you said, Jim, about the litigation reserve. Yeah, because just in looking at the G&A that was reported, then, obviously where there was an add back of about $28.5 million or so. That litigation expense, it's non-cash, and it's not going to continue, correct? Or how does that work? We can't comment on whether it will continue or not. I think the right way to describe it is, if we're putting a reserve on the balance sheet, it's because there's an estimate. Okay. I think I would just go to our public disclosure in the 10-Q, and it explains our philosophy on that. Okay. Just some housekeeping with the expenses. The gross profit margin is about 78%, 79%, is that correct? Am I getting that right? Yeah. If you're calculating it off the press release, that's fine. We typically look at our EBITDA margins versus our gross. Right. In the 10-Q, it will have the breakout of the gross margin, personnel expenses, et cetera, the G&A side of things. That should be able to bridge any questions you have. All right. Okay, just one. Just going back to the revenue bridge, because there's great detail on page six with the revenue bridge. Obviously, you explain the utilization. It looks like the yield is related to this. The customer loss as well, you said it's partial. Do you expect potentially maybe other losses with this customer or others? I know it's hard to predict. I understand about utilization and everything, but do you feel like the competition is increasing? Is it coming down to price or just any other color? I know you've already talked a lot about the macro, but just anything on the competitive situation around pricing would be helpful. Thanks. Yeah, Cindy, look, we always have competitors as every business does, right? We like our chances. We always have a right to win. We'll never bat 1,000%. From our perspective, we have a great set of services. We have a great client roster. Our services are broad. They're sticky. They provide flexibility for every market shift including the one we're facing now. I think we have a proven track record to grow both organically and through acquisitions. We clearly excel at integrating and cultivating those businesses we acquire. Yes, we have competitors, but we compete every day, and I like our chances. Okay, thanks. That's my question. Thank you. The next question comes from Steven J. Valiquette from Barclays. Please go ahead, Steven, your line is now open. Great. Thanks. Good morning, everybody. A couple questions here. Again, that revenue bridge on slide six is definitely useful. I guess, just to simplify things, thinking about going from Q3 to Q4, you're sequentially guiding for both revenues and EBITDA to be down sequentially in 4Q versus 3Q. What's the single biggest factor that drives that downward trend sequentially, if you had to point out one from all the moving parts? The second question is, I didn't really have time to go look up all the various debt covenants before the earnings call this morning, but with the downward trend in EBITDA, the, let's call it $650 million annualized run rate, if you just take the fourth quarter guidance times that by four. Does that put the company in jeopardy of tripping any debt covenants into next year? You show the current leverage ratios on page 14 in the slide deck, those are obviously going to come down into next year. Also, is your credit definition EBITDA comparable to what you're showing for equity EBITDA in the slide decks today? Thanks. Yeah. I'm going to make sure I got this. I'll answer the covenant and the debt EBITDA. The debt EBITDA and what we put in our press release are the same. Just so you understand, they're consistent. Okay. Our covenants are largely incurrence versus maintenance. I don't think we have any material covenant issues coming up, we obviously monitor that pretty closely. I'd also just point out that our maturity schedule, which you'll see in the supplemental deck, we're not up against any looming maturities. The convertibles are end of 2027, the rest of our capital's at 2028. Our revolver is a little bit sooner than that, the major components of our debt structure are termed out. We've got flexibility here as we navigate through a little bit of a soft patch. I hope that answers your debt questions. Yep. Q4, I think the simplest way to describe it, Steve, it's a good question, listen, our July run rate revenues, et cetera, which reflects April-May timeframe, what was included in our Q3 was higher. As we went through the quarter, we get to September, which was reflecting kind of June-July environment, it was down. We're kind of managing through that downturn and with a run rate beginning the quarter that's just lower than the run rate beginning last quarter. That's the major rationale for why we're a little bit lower. That's helpful. Thanks. Thanks, Steve. The next question comes from Rishi Parekh from JPMorgan. Please go ahead, Rishi. Hi. Thanks for taking my questions. I apologize, I've been hopping around on calls, so if you've already answered these questions, I apologize for that. One, on the customer loss, Is that loss for the entire quarter or is it just a portion of the quarter? If it's just a portion, what's the loss of the entire quarter? As it relates to that customer, was that loss, as it relates to a competitor, did it move in-house or was it to a I think you had noted it was a competitor. I just want to make sure it did not move in-house. What area did it impact? Was it iSight, was it the network business, was it payment integrity, and was that loss mostly due to price, service? I was hoping you could provide some more details as to what led to that loss. I have a follow-up. Okay. Let's break that down. The $8 million is the full quarter. The shift occurred literally on July 1. July 1st. July 1st. It affected mostly our analytics side. Negotiations. Negotiations. Again, I think as Dale mentioned, it's a little bit more of a customer spreading the eggs around in their basket versus going in-house. Okay. On the utilization, can you maybe just break down what areas were impacted? Was it mostly elective surgeries? Was it related to the NSA-related claims, behavioral health? I was hoping that maybe you could rank or bucket what areas were impacted in that utilization. Yeah. It's interesting. NSA, as we said, was a bright spot. I think it was mostly in the areas you would expect, Daniel. Or no, Dan, I'm sorry. Rishi. It's in the elective category. Facilities like ambulatory surgical centers, general surgery, orthopedics, PT evaluations, chiro, musculoskeletal. Those were the types of services that were largely impacted. Yeah. We can see that in the claims data that we're processing, i.e. savings categories. Some of these less severe and more non-emergent and more elective categories were down even more than the average 7% rate that we saw. It affects our business because a lot of that is processed through Data iSight, where there's really attractive savings. That's part of that product mix shift in that $19 million we're talking about, Rishi. All right. Thank you. It appears we have no questions at this moment, so I'm going to conclude today's call. Thank you everyone for joining, and have a lovely day.