MSP Recovery(LIFW) - 2024 Q4 - Annual Report

Explanatory Note Regarding Important Accounting Matters and Recent Events Going Concern The company has substantial doubt about its ability to continue as a going concern due to significant historical losses and negative cash flows - As an early-stage growth company, MSP Recovery has a history of substantial net losses, an accumulated deficit of $446.1 million, and used approximately $16.1 million in cash for operations in 2024[8] - Management's plans were deemed insufficient to alleviate substantial doubt, and it is probable the company will be unable to operate beyond the next twelve months without raising additional capital[9] - The company's independent registered public accounting firm issued an audit report with an emphasis of matter paragraph regarding the going concern uncertainty[9] Impairment of Intangible Assets The company recorded a non-cash impairment charge of $752.7 million on its CCRA intangible assets due to operating losses and lack of revenue - The company identified impairment indicators for its definite-lived CCRA intangible assets, such as recurring operating losses and a lack of substantial revenue from its claims portfolio[10] - A fair value assessment using an income approach with Level 3 inputs resulted in a non-cash impairment charge of $752.7 million for the year ended December 31, 2024[12] Restructuring Plan The company initiated a comprehensive restructuring plan in April 2025 to deleverage its balance sheet and secure new funding - A "New Servicer" subsidiary will be established to control recovery efforts, funded with up to $25 million from an affiliate of Hazel[16][17] - Hazel agreed to provide up to $9.75 million in bridge loan funding, and the MSP Principals have committed to pledge $25 million of collateral to backstop further working capital needs[19][20] - Virage will receive a 43% equity interest in exchange for waiving claims of approximately $1.1 billion, and the MSP Principals will convert debt of approximately $144 million into equity[22][23] - The transactions are subject to negotiation of definitive agreements and various approvals, with no guarantee of consummation[15] Other Recent Events The company executed a 1-for-25 reverse stock split and rebranded to MSP Recovery with new ticker symbols - A 1-for-25 reverse stock split of the Company's Common Stock became effective on November 15, 2024, with all share numbers adjusted retroactively[27][28] - Effective December 9, 2024, the company rebranded to MSP Recovery and began trading on Nasdaq under the new ticker symbols MSPR, MSPRW, and MSPRZ[29] PART I Business The company is a data-driven healthcare recovery firm that litigates on behalf of insurers using an assigned claims portfolio - The company's primary business is recovering improper payments for health insurers by using proprietary data analytics to identify waste, fraud, and abuse[54][56] - A key differentiator is its business model of receiving irrevocable assignments of claims, which allows the company to own the recovery rights and control litigation directly[57][90] Claims Portfolio Scale (as of Dec 31, 2024) | Metric | Value (USD) | | :--- | :--- | | Billed Amount | ~$1,591 billion | | Paid Amount | ~$380 billion | | Paid Value of Potentially Recoverable Claims (PVPRC) | ~$87.7 billion | - The company is developing several technology platforms, including 'Chase to Pay' for real-time payer identification, a clearinghouse platform with Palantir, and an EHR platform[66][71][74] Industry Overview The company operates in the U.S. healthcare recovery market, estimated at over $161.5 billion annually within a $4.9 trillion industry U.S. Healthcare Market Size (2023 Estimates) | Segment | Annual Expenditure | Enrollees | | :--- | :--- | :--- | | Total National Health Expenditure (NHE) | $4.9 trillion | N/A | | Medicare | $1,029.8 billion | ~68.0 million | | Medicaid | $871.7 billion | ~88.5 million | - The company estimates its total potentially serviceable market is over $161.5 billion annually and that at least 10% of Medicare spending was improperly paid by private Medicare plans[51] Recovery Business Model The company acquires irrevocable claims recovery rights and typically pays assignors 50% of the net proceeds from successful litigation - The company receives irrevocable assignments of health claims recovery rights from MAOs, MSOs, hospitals, and other entities[61] - Typically, the company is entitled to 100% of recoveries and is obligated to pay 50% of the Net Proceeds to the assignor, though in some cases it purchases rights to retain 100%[63] Medicare and the MSP Laws The company's litigation strategy leverages the Medicare Secondary Payer (MSP) Act, which allows for a private cause of action and double damages - Under the MSP Act, Medicare is a secondary payer, and payments it makes when another party is responsible are conditional and subject to reimbursement[75] - The MSP Act provides a private cause of action that permits an award of double damages when a primary plan fails to provide appropriate payment, a provision the company utilizes[77][86] - The company pursues recovery of the full "Billed Amount" rather than the lower "Paid Amount," citing provisions in the MSP laws[88] Risk Factors The company faces significant risks including going concern uncertainty, litigation dependency, substantial debt, and regulatory investigations - The company has a history of losses, no substantial revenue to date, and has concluded there is substantial doubt about its ability to continue as a going concern[133][141][144] - The business model is highly dependent on litigation outcomes which are inherently risky, involve novel legal theories, and can be delayed by counterparties[133][154][167] - The company has substantial indebtedness and its ability to fund operations is dependent on ongoing financing, which is not guaranteed[133][237][239] - Stockholders face substantial dilution from outstanding warrants, the Yorkville SEPA financing facility, and potential future equity issuances[134][294][368] - The company is subject to ongoing investigations by the SEC and the U.S. Attorney's Office, which could result in significant expenses and adversely affect the business[345][346] Unresolved Staff Comments Not applicable, as the company reports no unresolved staff comments - The company has no unresolved staff comments[399] Cybersecurity The company's cybersecurity program is managed by an IT Security Team with oversight from a Board subcommittee and validated by third-party audits - The Board established a Cybersecurity Subcommittee of the Audit Committee on February 7, 2024, to oversee risks from cybersecurity threats[416] - The cybersecurity program is led by a DevOPS/Security Manager with 28 years of IT experience, who reports to the CTO and provides quarterly updates to the subcommittee[404] - The company engages third-party assessors for annual penetration testing and has achieved HITRUST CSF® v11 i1 certification and a SOC 2 Type II report, verifying its security standards[410][414] Properties The company leases its corporate headquarters in Miami, Florida, and other office space, which management believes are adequate for its needs - The company's corporate headquarters are located at 3150 SW 38th Avenue, Suite 1100, Miami, Florida 33146, which is leased space[418] Legal Proceedings The company is cooperating with ongoing investigations by the SEC and the U.S. Attorney's Office and is involved in stayed litigation with Cano Health - The SEC initiated an investigation on August 11, 2022, and has issued multiple subpoenas regarding the Business Combination and financial projections[420][421] - The U.S. Attorney's Office initiated a grand jury investigation on March 10, 2023, requesting information on proprietary algorithms and investor marketing materials[422] - The company is in litigation with Cano Health, LLC over several agreements, with proceedings stayed following Cano's Chapter 11 bankruptcy filing in February 2024[424] Mine Safety Disclosures Not applicable, as the company reports no mine safety disclosures - This item is not applicable to the company[427] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock and warrants trade on Nasdaq, and it has not paid and does not anticipate paying cash dividends Trading Information | Security | Market | Ticker Symbol | | :--- | :--- | :--- | | Class A Common Stock | Nasdaq | MSPR | | Public Warrants | Nasdaq | MSPRZ | | New Warrants | Nasdaq | MSPRW | - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[431] - During fiscal 2024, the company issued 305,133 unregistered shares to Palantir for services and sold 1,108,071 shares to Yorkville under the SEPA[432][435] [Reserved] This item is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations The company's financial condition is precarious with substantial going concern doubt, a massive net loss, and critical dependence on a major restructuring plan Key Performance Indicators ($ in billions) | KPI | 2024 | 2023 | | :--- | :--- | :--- | | Paid Amount | $380.4 | $369.8 | | Paid Value of Potentially Recoverable Claims (PVPRC) | $87.7 | $88.9 | | Billed Value of Potentially Recoverable Claims (BVPRC) | $375.3 | $373.5 | | Penetration Status of Portfolio | 86.8% | 86.8% | Consolidated Results of Operations (In thousands) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | $18,249 | $7,705 | | Impairment of intangible assets | $752,697 | $0 | | Operating Loss | $(1,274,289) | $(559,870) | | Interest expense | $(420,032) | $(289,169) | | Net loss | $(1,556,845) | $(835,145) | - The company has concluded there is substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $446.1 million and cash of $12.3 million as of year-end 2024[543] - A major restructuring plan was initiated in April 2025 to deleverage the company, including converting approximately $1.1 billion in debt from Virage and $144 million from MSP Principals into equity[472][483][484] Results of Operations Revenue increased to $18.2 million in 2024, but a $752.7 million impairment charge drove the net loss to $1.56 billion - Claims recovery income increased by $10.9 million (151%) in 2024 due to increased settlements[528] - A non-cash impairment charge of $752.7 million on intangible assets was the primary driver of the increased operating and net loss in 2024[528][535] - Professional fees, particularly legal fees, decreased by a combined $33.5 million, mainly due to managing more legal work in-house[533][534] - Interest expense increased by $130.9 million (45%) to $420.0 million, driven by increases in various debt and credit facilities[537] Liquidity and Capital Resources The company's liquidity is severely constrained with only $12.3 million in cash, significant debt, and reliance on external financing and restructuring Cash Flow Summary (in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(16,121) | $(40,023) | | Net cash (used in) provided by investing activities | $(2,725) | $7,558 | | Net cash provided by financing activities | $19,541 | $29,017 | | Cash at end of period | $12,328 | $11,633 | - The company is reliant on external financing, including the Hazel Working Capital Credit Facility and the Yorkville SEPA, which provided a combined $17.4 million in 2024[551][585] - As of Dec 31, 2024, the company has a guaranty obligation of $1.126 billion related to the VRM Full Return, for which it does not have available liquidity[589][544] Critical Accounting Estimates The impairment of intangible CCRA assets is the most critical accounting estimate, requiring significant judgment on future cash flows and litigation success - The impairment of CCRA intangible assets is a critical accounting estimate, requiring significant judgment on future cash flows, litigation success, and discount rates[594][595] - The fair value assessment that led to the $752.7 million impairment charge is highly sensitive to key assumptions; a hypothetical 1% change in the discount rate would alter the charge by approximately $39.0 million[598][599] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, MSP Recovery is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide this information[600] Financial Statements and Supplementary Data The audited financial statements include an auditor's report with an emphasis of matter for a material impairment loss and a going concern uncertainty Financial Position Snapshot (in thousands) | Balance Sheet Item | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash | $12,328 | $11,633 | | Intangible assets, net | $1,898,223 | $3,132,796 | | Total Assets | $1,919,083 | $3,159,995 | | Guaranty obligation (Current & Long-term) | $1,126,490 | $941,301 | | Total Liabilities | $2,047,492 | $1,740,866 | | Total Stockholders' Equity | $(128,409) | $1,419,129 | - The Report of Independent Registered Public Accounting Firm includes an emphasis of matter paragraph for the $752.7 million impairment loss and a paragraph expressing substantial doubt about the company's ability to continue as a going concern[606][607] Note 6. Intangible Assets, Net Intangible assets decreased by $1.23 billion in 2024, driven by a $752.7 million impairment charge and $484.1 million in amortization Intangible Assets Roll-Forward (in thousands) | Description | Amount | | :--- | :--- | | Balance as of December 31, 2023 | $3,132,796 | | Acquisitions of CCRAs | $2,200 | | Amortization expense | $(484,076) | | Impairment | $(752,697) | | Balance as of December 31, 2024 | $1,898,223 | - A non-cash impairment charge of $752.7 million was recorded in Q4 2024 due to recurring losses and lack of substantial revenue[725][727] Note 9. Claims Financing Obligations and Notes Payable The company has $673.6 million in financing obligations from various complex credit facilities and notes with high interest rates - The Hazel Working Capital Credit Facility provides crucial operational funding, with tranches drawn throughout 2024 and further funding available into 2025[752][754] - The Yorkville SEPA provides access to up to $250 million in equity financing, under which the company has issued $15 million in convertible notes[764][768] - The Nomura Note for approximately $30 million matures on September 30, 2025, and the company currently lacks the liquidity to satisfy this obligation[762] Note 12. Commitments and Contingencies The company is under investigation by the SEC and the U.S. Attorney's Office related to its 2022 business combination and financial projections - The SEC is investigating matters including the 2022 Business Combination, financial results, and data platforms, and has issued multiple subpoenas[790] - The USAO is conducting a grand jury investigation into similar matters, including proprietary algorithms and the post-merger stock price decline[791] Note 18. Subsequent Events Post year-end, the company initiated a major restructuring plan involving significant debt-for-equity swaps and new financing arrangements - On April 4, 2025, the company entered a term sheet for a major restructuring plan to deleverage and provide liquidity[831] - The plan includes establishing a "New Servicer" to handle recovery efforts, funded by an affiliate of Hazel[833] - A significant debt restructuring will see Virage convert its ~$1.1B claim into a 43% equity stake and the MSP Principals convert their ~$144M debt into equity[840][841] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable, as the company reports no changes in or disagreements with its accountants - This item is not applicable[853] Controls and Procedures Management concluded that disclosure controls and internal controls over financial reporting were effective as of year-end 2024, having remediated prior material weaknesses - Management concluded that disclosure controls and procedures were effective as of December 31, 2024[854] - Management concluded that internal control over financial reporting was effective as of December 31, 2024[857] - Material weaknesses identified in 2023 related to payroll and contract termination accounting have been remediated as of December 31, 2024[858][859] Other Information No officers or directors adopted or terminated any Rule 10b5-1 trading plans during the fiscal year - No officer or director adopted or terminated a Rule 10b5-1 trading plan during the year ended December 31, 2024[863] PART III Directors, Executive Officers and Corporate Governance The company is led by its co-founders, and its seven-member board includes five independent directors and four committees Key Management & Directors | Name | Position | | :--- | :--- | | John H. Ruiz | CEO & Director | | Frank C. Quesada | Chief Legal Officer & Director | | Francisco Rivas-Vásquez | Chief Financial Officer | | Ricardo Rivera | Chief Operating Officer | | Ophir Sternberg | Director | | Michael F. Arrigo | Director | | Beatriz Maria Assapimonwait | Director | - The Board of Directors has seven members, with five deemed independent: Michael F. Arrigo, Beatriz Assapimonwait, Thomas Hawkins, Ophir Sternberg, and Roger Meltzer[891][933] Executive Compensation Executive compensation in 2024 consisted mainly of base salaries, with no equity or incentive awards granted to named executive officers 2024 Named Executive Officer Compensation | Name | Position | Salary ($) | Total Compensation ($) | | :--- | :--- | :--- | :--- | | John H. Ruiz | CEO | 1,800,000 | 1,807,880 | | Frank C. Quesada | CLO | 600,000 | 605,055 | | Ricardo Rivera | COO | 600,000 | 607,835 | - Non-employee directors receive a $237,000 annual retainer, paid 30% in cash and 70% in equity, with additional cash retainers for committee service[905] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The company's founders and executive officers as a group beneficially own a majority of the common stock, controlling a significant portion of voting power Beneficial Ownership of Key Individuals (as of April 8, 2025) | Beneficial Owner | Class A Common Stock % | Class V Common Stock % | | :--- | :--- | :--- | | John H. Ruiz | 38.53% | 42.04% | | Frank C. Quesada | 22.85% | 43.40% | | All directors & officers (10) | 55.99% | 85.44% | Certain Relationships and Related Transactions, and Director Independence The company has numerous related party transactions with its founders, including loans, service agreements, and personal guarantees for company debt - The company has a Legal Services Agreement with the Law Firm, which is owned by the MSP Principals, and until Dec 31, 2024, advanced its operating expenses[923][924][925] - The MSP Principals have provided significant loans to the company, including a $112.8 million note and a $13.0 million loan at closing[920][921] - The MSP Principals have provided personal guarantees and pledged personal assets as collateral to secure the company's Working Capital Credit Facility with Hazel[930] Principal Accounting Fees and Services Total fees paid to the independent auditor, Deloitte & Touche LLP, increased to $1.90 million in 2024 from $1.70 million in 2023 Fees Paid to Deloitte & Touche LLP | Fee Category | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $1,692,287 | $1,475,236 | | Audit-Related Fees | $208,790 | $226,895 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | Total Fees | $1,901,077 | $1,702,131 | PART IV Exhibits, Financial Statement Schedules This section lists the consolidated financial statements and all exhibits filed with the Annual Report on Form 10-K Form 10-K Summary Not applicable, as the company reports no Form 10-K summary - This item is not applicable[948]