Mark Tabak
Analyst · Nephron Research
Thank you, Shawna. We'll start on Slide #3. Welcome, everyone, to MultiPlan's third quarter earnings call. My team and I are very excited about this important next chapter of growth for our industry-leading company following our recent debut on October 8. I've been at the helm of MultiPlan for almost 3 decades and have never been more enthusiastic about our future.
To start us off, I will give a few remarks and hand the presentation over to Dale to talk about our business and the progress on our 3-part growth strategy and to Dave to talk about financials.
Next, please. From a financial perspective, we delivered a strong third quarter, with revenues of $224 million and adjusted EBITDA of $166 million.
We performed significantly better than we initially projected at the start of the pandemic and also better than the updated projections that we gave you at our August 18 Analyst Day. The year-over-year decline is due to COVID, which impacted us less in Q3 and than in Q2, but did cause a drop in realized customer savings that drives a big part of our economics. Dave will give you some more detail on that later.
Now based on where we sit today, we believe that we will deliver a strong fourth quarter, with revenues in the range of $238 million to $253 million and adjusted EBITDA in the range of $180 million to $194 million at the midpoint of that range, and this represents a revenue growth rate of 9.8% quarter-over-quarter and minus 0.4% year-over-year. And adjusted EBITDA, the growth rate is 12.3% quarter-over-quarter and 0.3% year-over-year.
Next, during the time since our August 18 Analyst Day, our team has continued to execute our Enhance, Extend and Expand 3-part growth strategy we call MultiPlan 3.0. As you will see in Dale and Dave's presentations, our third quarter financial performance was not only driven by a lower-than-initially-projected Q3 COVID impact but also more importantly, from executing our growth initiatives. Growth initiatives include new customer contracts and new products that play a meaningful role in building our business. We continued our customer extension to both highly penetrated and underpenetrated segments. We are in the process of adding new sales, more business development and product management talents.
Let me share some concrete accomplishments that the team delivered since our Analyst Day. Our large and successful refinancing has enabled us to increase the duration of our debt, reduced leverage, increased our revolver, reduced our annual interest expense by approximately $70 million. We are also pleased that Moody's upgraded our credit rating to B2.
We made progress on several of our 16 strategic initiatives that support our Enhance, Extend and Expand growth strategy, delivering annual revenue impact of $15 million to $20 million. And I'm happy to announce that we completed the acquisition of HST earlier this week. It gives us a new product capability in support of our Enhance strategy and deepens penetration in adjacent markets that we are targeting with our Extend strategy. Dale will go into details of the acquisition, which we believe helps to derisk our execution and accelerates our growth.
Equally important, this acquisition was executed at an attractive price that will be accretive to MultiPlan. We will continue to pursue these types of acquisitions with discipline and support of our growth strategy.
Next. It's important that I set the record straight on some narratives from someone attempting to run a short campaign against MultiPlan. MultiPlan has been in business for more than 3 decades. We serve all of the major insurers in the U.S., we serve more than 16 million people and work with 1.2 million providers. We are a real and extraordinary business that has made money for every investor that has ever invested in MultiPlan. The management that runs this business built it and helped build an industry. It is offensive to have anyone suggest anything else.
There are 4 assertions that we have heard that I have listed on this slide, all of which are completely false. In addition, I added a fifth topic, which I will cover as well.
The first assertion made by the short seller is that UnitedHealthcare is planning to exit the relationship with MultiPlan and, in effect, in-source what we've been doing and what we've been using, and they plan to use a reference pricing tool with a consumer advocacy service called Naviguard. That is absolutely false. Our business with UnitedHealthcare continues to grow every quarter.
Second, the MultiPlan's -- second, that MultiPlan's relationship with large payers is deteriorating, leading to a reduction of our pricing by 50% over the last 4 years. This, again, is absolutely false. Our business is growing with our top customers.
Third, that MultiPlan used financial engineering to prop up its earnings to show better financial performance in 2018. Again, this is absolutely false. Revenue reserves at MultiPlan are small, and changes to those reserves had completely immaterial impact on our 2018 revenues.
Fourth, that Hellman & Friedman [ gutted ] the company and couldn't find a buyer until Churchill came along. This, again, is absolutely false. MultiPlan was executing its stand-alone private market strategy, and the merger with Churchill was done to reduce leverage, use additional operating talent and pursue a more aggressive plan to grow both organically and through mergers and acquisitions.
And finally, something that did not appear on the short seller manifesto but has been a point of concern for some investors is they fear that MultiPlan is vulnerable to potential federal legislation surrounding added network claims that can generate surprise bills. As we've communicated in prior calls and meetings, we believe only a small portion of our business is at risk from these types of legislation, and we put together a much more analysis to hopefully help investors better understand how these types of laws, which are already present in 30 states, impact our business.
Next, please. Let me drill down into United-Naviguard. There is so much wrong with what the short seller manifesto has said that I candidly don't know where to start. First, United is not leaving MultiPlan. This has been an extraordinary customer, partner and industry leader. They have worked with us continuously since 1994 and are continuing to grow their business with us. Even in a tough year like 2020 with COVID, United has expanded the business that we do with -- that they do with us to include more programs and more initiatives, all of which leads to more savings opportunities.
As -- they do this because we deliver extraordinary service, value and quality. We enable customers like United to reduce medical costs and to generate revenue by leveraging MultiPlan's solutions for both self-insured and fully insured employers. By the way, we have a multiyear contract with United that has been renewed numerous times over the course of our 25-year plus relationship.
Think about it, why would a payer leave us when we provide an independent cost management solution that saves them and their employer and customers billions of dollars in medical costs, not to mention administrative costs every year at a bargain cost to them. The answer is they don't leave us, and instead, they give us more business and partner with us to find better and better ways of serving their end customers and members.
Now let me address Naviguard. Let me be clear, Naviguard is a helpful service and in no way is a replacement for the sophisticated suite of products that MultiPlan provides. Naviguard addresses a particular niche, which MultiPlan is a broad-based -- while MultiPlan is a broad-based and comprehensive cost management solution, with a 1.2 million provider network used by 700 payers that processed $106 billion in claims in 2019 and identified more than $19 billion in potential savings opportunities for our customers.
Reference-based pricing services determine a reimbursement to be paid by the plan for out-of-network claims using a reference point such as Medicare. And then if the provider sends a balanced bill, that solution can offer online tools and perhaps consulting services to help the patient negotiate the balance bill directly with their doctor. MultiPlan enthusiastically supports UnitedHealthcare and the work they are doing to help their customers and their plan members when a balance bill is received.
Our reference pricing services can do much to help the member. We do not agree with the assertion that these services protect members completely from balance billing. The only way a member is fully protected from a balance bill is through a contract or other agreement that the provider -- with the provider who accept the plan's reimbursement as payment in full.
We also don't agree with the assertion that United or any major payer is likely to shift all of its business to reference-based pricing services like Naviguard. The choice of an employer to adopt reference-based pricing depends on the employers' objectives for its health plans. Employers seeking to minimize planned costs will favor reference-based pricing, while those seeking to protect employees will stay with a more traditional Vantiv plan design. In reality, interest in aggressive versus -- interest and aggressiveness versus generous health plan approaches will always ebb and flow as the economy does.
As you can see on this slide, we have attempted to show the comparison between what reference-based pricing services do and what and MultiPlan does. They are apples and oranges. MultiPlan supports a wide variety of benefit plan design, including reference-based pricing. Reference-based pricing services offer only one approach and, furthermore, large insurers serving a variety of self-insured customers will always need to offer a choice and benefit plan design. Their customer base is not a one-size-fits-all.
I should also make it clear that Churchill, like any sophisticated investor, perform significant diligence about MultiPlan and its customers, including UnitedHealthcare, and we're satisfied that those relationships are rock-solid and represent a foundation for MultiPlan's continued future growth.
On a final note, our relationship with United is as strong as it's ever been, and in fact, it's expanding, not shrinking. We have a number of exciting initiatives that are either deployed this year or implementing involving several of our key services, spanning several United lines of business and also benefiting a number of the UnitedHealthcare family companies.
Next, please. The second topic to address is our relationship with our top customers and the completely false assertion that they are unhappy with us and are going to leave us in droves.
Our relationship with our customers across our market segments are as strong as ever. Our customers' commitments to partner with MultiPlan has never been more robust. And our pricing has remained steady, with the normal give-and-take between volume and pricing. As we talked about during our -- on our Analyst Day, MultiPlan is an important value-added partner to all of its payer customers. We play an essential role as a fully independent third-party, addressing claims and identifying savings. Independence is a cornerstone of our business model, along with our deep IT and process integrations into the prepayment workflows of our payer customers.
These 2 elements allow us to quickly process claims, reduce costs and help protect members from potential balance billing.
As we said in the past, and the data supports it, our largest customers continue to perform in line with our overall business, which is growing. While 2020 has seen a drop in health care utilization resulting from the COVID-19 pandemic, we continued to see strong relative performance among our top payers even in the last 2 quarters as they use a variety of MultiPlan solutions to contain costs and protect their members. The growth for our top 10 customers, as shown, would have been even stronger if not for the idiosyncratic headwinds we felt in 2019, an issue we've covered numerous times before that was unique to a specific customer group.
As we have said all along, our take rate with customers remained steady. You will note, there has been some confusion with the way we've been disclosing savings and revenues, which I can sympathize with. So I've asked Dave to tackle this later in the presentation. In short, while the prices we charge our customers are mostly volume-related and/or high single-digit to double-digit percentages of savings, they realized our revenue divided by the savings we identified does not equal our take rate. Our payer customers are the final decision-makers of how much of the identified savings that we provide them they actually use.
As you can imagine, we prefer to avoid disclosing specific pricing levels for competitive reasons, but the prices we charge and the conversion rates of savings into revenue have not seen anything like the types of headwinds floated out there by these short sellers. We have had a productive year expanding contracts, signing on new logos, rolling out new programs that will lead to greater revenues for MultiPlan, and more savings and value for payers and consumers.
Let me now turn to the third topic to clear up speculation that MultiPlan used aggressive accounting policies to mask performance in 2018. Revenue reserve leases had a $1.1 million impact on revenues in 2018. In fact, we had less benefit in 2018 than in 2017, so our year-over-year reported revenue growth in 2018 was lower as a result of these accounting policies.
Revenue reserves are small in the context of our total revenue, not the 10% to 30% type of figures described in the short seller's manifesto. Each year, MultiPlan appeals and other -- MultiPlan reviews appeals and other changes to the savings we generate to do our best to conservatively reflect our revenues.
What is more frustrating about this claim is that in 2020, revenue reserves have actually been a headwind to reported revenue growth. Year-to-date, we have seen a $14.5 million headwind associated with revenue reserves as reserves have slightly grown since December.
I'm proud of our finance and accounting team, led by longtime CFO, Dave Redmond, and we will continue to appropriately and conservatively recognize revenues at MultiPlan.
The last short seller claim I'd like to address relates to the Churchill merger and MultiPlan's prior private equity ownership. Our company was by no means underinvested in and was not at any point for sale by Hellman & Friedman and our other investors. MultiPlan was investing in our capabilities and seeing strong growth in our newest products like Data iSight and Payment Integrity.
To reiterate, our company was not for sale. Churchill unilaterally approached us in the spring with a powerful thesis around unlocking and accelerating growth. That thesis, along with a robust pipeline of opportunities, led to the merger, deleveraging and public listing of our equity. MultiPlan successfully partnering with private equity firms -- as MultiPlan has successfully partnered with private equity firms for 2 decades as we grew the business through both organic product development and M&A. But the public listing was the right step for our company. MultiPlan's robust margins and free cash flow are a result of our scale and long-term commitment to technology and automation, not the result of our capital structure or ownership.
Next slide, please. Let me now discuss proposed federal surprise billing legislation. This is not a new story, but it bears further scrutiny. Surprise billing laws are designed to protect consumers from unexpected medical bills.
These laws state that for certain types of providers, primarily emergency rooms, anesthesiologists, radiologists, pathologists, consumers cannot be billed for an out-of-network charge when they unknowingly arrive at an out-of-network ER facility or have an elective procedure at an in-network facility, which employs an out-of-network physician. Why? Because in most cases, the consumer was not afforded the opportunity to choose an in-network provider.
So for example, if you go to an in-network ER to have your fracture leg set, the surprise billing law would say that you cannot be hit with a surprise bill for the out-of-network anesthesiologist who assisted with the procedure. All of these laws aim to eliminate unexpected health care bills to consumers, which we, of course, support as it is consistent with our core mission to make health care more affordable, efficient and fair.
MultiPlan has long communicated, as we did again on Analyst Day, that the exposure of a potential federal surprise billing law to be about $90 million to $100 million of revenue. I want to give you 2 points of analysis that suggests the impact could be less than this, one which shows impact from state laws of only 0.9% to 2.7% of identified potential savings on surprise bill-related claims that we don't know the exact mechanism that a potential federal law may employ or when, if ever, it may go into effect or how exactly its impact will resemble the state laws'.
The first point is what drives this estimated impact in the first place. As you see on Page 7 of the presentation, about 79% of the $17 billion that MultiPlan identified as potential savings or its commercial payer customers in 2019 came from claims that are unrelated to surprise bills. These identified potential savings are in no way impacted by current state and proposed federal surprise billing laws. So we were talking about the remaining 21% or $3.6 billion of the total identified potential savings that came from claims addressed by surprise billing laws.
Now out of the 21% of related identified savings, approximately 11% was generated through our provider network and negotiation services, both of which by contract with the providers, eliminate surprise bills and are likely not a headwind to our business. The remaining 10% or $1.7 billion of identified potential savings come from claims that could be at risk from surprise bills and surprise billing laws.
And this is where our history with state surprise billing laws helps to inform our expected impact from a federal surprise billing law. As I will show you in the next 2 pages, our experience in the states show that very few customers upsending us surprise bill-related claims as a result of state surprise billing laws being enacted. And those that did drove only about 2.2% or $374 million out of our $17 billion in identified potential savings.
Next slide, please. There's a lot of detail on this page, and Dale White will take you through the process in his section. For now, let me focus us on what happens if a federal surprise bill is passed using the hybrid approach, which is one we believe is most likely to occur. With the hybrid approach, the biggest risk to MultiPlan is on claims under $750. Here, MultiPlan may be asked to provide the reference price and to process the claim or the payer may choose not to send the claims to us for processing, and we would then not make any revenue on those claims.
It's important to note that claims at or below $750 make up only 7.1% of the potential savings that MultiPlan identifies from surprise bill-related claims, and only 1.5% of the potential identified savings when adding nonsurprise bill-related claims. This is another data point supporting the statement I just made that analysis suggests the impact to MultiPlan on a federal surprise billing law to be less than expected. So as you can see, only in a few select cases that is in a hybrid approach for claims under $750 as the claim run the potential risk of not being sent by the payer to MultiPlan. Again, this is why we believe that the potential passing of a federal surprise building law will have a fairly limited impact on MultiPlan business.
Next slide, please. Lastly, let me share with you our analysis of what we have seen in the 30 states that have already enacted surprise billing laws.
There are a few different approaches states take to mandate what should happen if that anesthesiologist that I just mentioned isn't in the health plan's provider network or in MultiPlan's provider network and wasn't successfully negotiated. I've already explained the dispute resolution and hybrid approaches, which are deployed in 7 states and 9 states, respectively. Another 5 states use a payment standard or reference pricing to set prices for these services with no prescribed option for dispute resolution. And 9 states prohibit surprise billing, but leave it to the payers and providers to figure it out amongst themselves, which often results in a dispute resolution.
There are now 2 major federal proposals making their way through the lawmaking process. Both are very similar to the dispute resolution and hybrid mechanisms used at the state level. The main difference between the state laws and the federal is that the federal law affect ERISA-regulated plans. ERISA is the federal law that regulates self insured employers. This is an important distinction because claim charges for self-insured payers account for approximately 78% of all claim charges that MultiPlan processes. We operate in all these states, both before and after enactment of these laws. And as you can see on the chart on Page 9, the 30 states represent a sizable 87% share of our potential savings identified for both self-insured and fully insured commercial customers.
We analyze the 18 states with laws enacted after 2015, looking at fully insured potential savings identified on surprise bill-related claims in the year prior and the year following enactment.
Let me focus on the states with surprise billing laws that are similar to the 2 major federal proposals. First, the 7 states that employ dispute resolution account for approximately 21% of our total potential savings for customers. In response to the law, MultiPlan customers opted to no longer send surprise bill-related claims and accounted for only 0.9% percent, only 0.9% of the pre-enacted potential identified savings from surprise bill claims in those states.
Comparing pre-enactment to post-enactment fully insured potential identified savings from surprise bills, we saw an overall decline of 13.3%. It's critical to note that virtually all of the decline had nothing to do with the surprise billing law enactments. Instead, it was almost entirely due to a payer customer, one of ours having lost a major employer as a customer in one of those states. A small remainder of the decline likely came from the impact of COVID in the last 2 quarters.
Second, the 9 states that employ a hybrid mechanism account for approximately 51% of the total identified savings from surprise bills. We lost approximately 3% of our surprise billing-ready claims as a direct result of the law, but the total amount of fully insured potential identified savings from surprise bills grew by over 33%, all toward the laws in surprise bill-related claims following the enactment of state surprise billing laws came as a result of a small number of customers who made the decision to no longer send surprise billing claims to MultiPlan for processing. That loss amounted to only 2.2%, 2.2% of our total potential identified savings on surprise bill-related claims in the year preceding the enactment of state surprise billing laws.
Notably, in the 2 categories where proposed federal legislation might land, dispute resolution and the hybrid approach, the percentage drop was less than 1%, 0.9% and 2.7%, respectively. This 1% to 3% range is certainly in the ballpark of what we noted on the prior slides.
In full disclosure, this is not a perfect analysis. We don't always know, at the claim level, whether it is for fully insured or self-insured business or where the plan was underwritten nor do we know whether the facility or services were rendered was in- or out-of-network, which is important for non-ER services. But we've made reasonable assumptions, and the analysis shows that we grew identified potential savings for surprise bill-related claims by 28% from the 12-month period before and the 12-month period after these 18 states enacted their surprise billing laws, even accounting for the known loss of 2.2% of that business as a direct result of the laws.
Look, MultiPlan has been in business for nearly 40 years. We have worked with many of our customers and especially the large payers for much of that time. We evolve as the market evolves. We didn't stand still as the states pass these surprise billing laws. We created new approaches to help our customers operationalize and comply with these laws. These actions account for much of the 28% growth in identified potential savings in these states with surprise billing laws. And of course, we continue to add new customers, improve the performance of our services and add new services, such as Payment Integrity.
I'll close on this topic with one final point. MultiPlan is in the business of reducing medical spend, and we do this through a variety of technologies and data-driven methodologies that administer claim repricing and settlement. That is at the core of what any federal surprise billing law would require. We are well ahead of the game and being prepared to help payers operationalize their federal bill, which we believe is not likely to be enacted and operationalize until 2023, if a bill is passed in the near term.
Let me -- next slide, please. Let me now hand things over to Dale for a business update. Dale will start off by telling you a bit about our business. He'll hit on 3 facts. First, we are a data analyst company in the large and growing $3.8 trillion U.S. health care system. Second, our customers are commercial health care payers. Dale will talk about our core and also about the adjacent customer base we will address in the future. And third, we provide a mission-critical service. We identified potential savings of more than $19 billion in all of our customers and over $106 billion of medical claims in 2019. In short, and without a question, without us, health care would be far less affordable.
So let me now turn things over to Dale to address this in a bit more detail. Dale?