[8-K] Construction Partners, Inc. Reports Material Event

Rhea-AI Filing Summary

Claritev Corp. (NYSE: CTEV) – Q2 2025 10-Q highlights

• Revenue rose 3.5 % YoY to $241.6 m (H1 +1 % to $472.9 m) driven mainly by Network-Based and Payment & Revenue Integrity services; PSAV still >82 % of mix.
• Operating swing to profit: Q2 operating income $16.6 m versus a $523.9 m loss last year when a $553.7 m goodwill charge was recorded. No impairments in 2025 to date.
• Net loss narrowed to $62.6 m (-$3.81/sh) from $576.7 m (-$35.78/sh); H1 loss cut to $134.0 m from $1.12 bn.
• Cash strengthened to $56.4 m from $16.8 m at 12/31/24, helped by a $130 m draw on the new 2025 revolving credit facility; operating cash flow fell to $31.2 m (-54 %).
• Leverage remains high: total debt $4.59 bn (net increase after January refinancing); quarterly interest expense up 23 % to $99.7 m. Shareholders’ equity turned negative (-$39.9 m).
• Refinancing (Jan-25) exchanged legacy notes/loans into staggered First-Out, Second-Out and Third-Out first-lien instruments maturing 2030-31 and added a $350 m revolver; $7.9 m YTD transaction costs booked.
• Company remains compliant with covenants; $263.6 m revolver availability at quarter-end.
• Name & ticker change from MultiPlan/MPLN to Claritev/CTEV became effective Feb 28 2025.

Key ratios: Q2 gross margin 74.8 % (flat), adj. operating margin 6.9 %, interest coverage <0.3×, YoY cash conversion 13 %.

Positive

• Revenue growth of 3.5 % YoY and 1 % YTD after several weak quarters
• Return to operating profit with $16.6 m income versus large prior-year loss
• No impairment charges recorded in 2025, stabilising book value
• Cash balance up 235 % since year-end, aided by new revolver
• Extended debt maturities to 2030-31, reducing near-term refinancing risk

Negative

• Continued net losses; Q2 loss $62.6 m, H1 loss $134 m
• High leverage: $4.6 bn debt, net debt/EBITDA >9×, and rising interest expense
• Shareholders’ equity negative (-$39.9 m) after six-month deficit
• Operating cash flow halved to $31.2 m while capex outflows rose
• Ongoing antitrust litigation and potential covenant pressure if revolver drawn further

Insights

Financial Analyst

TL;DR – Revenue and margins improve, but leverage and negative equity limit upside.

The absence of 2024-type impairment charges reveals Claritev’s underlying operations: mid-single-digit top-line growth and a mid-70 % gross margin. However, interest consumed 62 % of gross profit, keeping the firm in loss territory. The January refinancing extends maturities and boosts liquidity, yet at the price of higher secured debt and cash interest. Net debt/CY EBITDA remains >9×, leaving little headroom should volumes soften. Still, cash grew $39 m YTD and the company stays covenant-compliant, suggesting near-term default risk is low. Investors will watch for sustained revenue acceleration or cost saves to lift EBITDA and offset rising interest.

Risk Analyst

TL;DR – High leverage and negative equity keep credit risk elevated.

Claritev’s $4.6 bn debt stack—now mostly first-lien—crowds the capital structure. Shareholders’ equity flipped negative; any new impairment or rate spike could breach the 2.5× first-out leverage test once revolver usage exceeds 40 % of capacity. Interest expense already up 23 % YoY and SOFR hedges cover only $800 m until Aug-26. While Q2 cash improved, FCF is thin after $63 m capex. Litigation exposure (antitrust MDL) and the July OBBBA tax law’s still-unknown effect add uncertainty. Overall risk skewed negative until leverage is reduced.

0001718227FALSE290 Healthwest Drive, Suite 2DothanAlabama3630300017182272025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 7, 2025 

CONSTRUCTION PARTNERS, INC.

(Exact name of registrant as specified in its charter) 

 

Delaware

001-38479

26-0758017

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

290 Healthwest Drive, Suite 2

Dothan, Alabama 36303

(Address of principal executive offices) (ZIP Code)

(334) 673-9763

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value

ROAD

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                  ☐

Item 2.02.     Results of Operations and Financial Condition.

On August 7, 2025, Construction Partners, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.			Description
99.1**			Press release dated August 7, 2025
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CONSTRUCTION PARTNERS, INC.
Date: August 7, 2025			By:			/s/ Gregory A. Hoffman
						Gregory A. Hoffman
						Senior Vice President and Chief Financial Officer

FAQ

How did Claritev (CTEV) perform financially in Q2 2025?

Revenue grew 3.5 % to $241.6 m; operating income was $16.6 m, but net loss remained $62.6 m (-$3.81/sh).

What is Claritev’s current debt load after the refinancing?

Total debt is $4.59 bn with new first-lien tranches maturing 2030-31 and $80 m drawn on a $350 m revolver.

Did Claritev record any impairment charges in 2025?

No. Unlike 2024, the company booked no goodwill or intangible impairments in H1 2025.

Is Claritev meeting its loan covenants?

Yes. Management states it is in compliance and had $263.6 m revolver availability at 30 Jun 2025.

Why did shareholders’ equity turn negative?

Accumulated deficits and transaction costs pushed equity to -$39.9 m despite additional paid-in capital.

What impact did the January 2025 refinancing have on interest costs?

Quarterly interest expense rose 23 % YoY to $99.7 m due to higher secured debt balances.