MultiPlan (MPLN) 10-Q 6 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 02, 2021
Class of Stock [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39228
Entity Registrant Name	MULTIPLAN CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3536151
Entity Address, Address Line One	115 Fifth Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	780-2000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001793229
Entity Common Stock, Shares Outstanding		668,117,373
Common Class A
Class of Stock [Line Items]
Title of 12(b) Security	Shares of Class A common stock, $0.0001 par value per share
Trading Symbol	MPLN
Security Exchange Name	NYSE
Warrants
Class of Stock [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	MPLN.WS
Security Exchange Name	NYSE

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 147,971	$ 126,755
Trade accounts receivable, net	61,127	63,198
Prepaid expenses	16,657	17,708
Prepaid taxes	54,148	0
Other current assets, net	1,377	1,193
Total current assets	281,280	208,854
Property and equipment, net	199,616	187,631
Operating lease right-of-use assets	28,839	31,339
Goodwill	4,365,785	4,257,336
Other intangibles, net	3,455,372	3,584,187
Other assets	7,934	14,231
Total assets	8,338,826	8,283,578
Current liabilities:
Accounts payable	10,586	15,261
Accrued interest	29,596	31,528
Accrued taxes	0	10,176
Operating lease obligation, short-term	6,833	6,439
Accrued compensation	35,244	21,843
Other accrued expenses	29,506	27,251
Total current liabilities	111,765	112,498
Long-term debt	4,882,240	4,578,488
Operating lease obligation, long-term	24,717	27,499
Private Placement Warrants and unvested founder shares	147,780	106,595
Deferred income taxes	837,073	900,633
Other liabilities	187	0
Total liabilities	6,003,762	5,725,713
Commitments and contingencies (Note 6)
Shareholders’ equity:
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued	0	0
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 665,033,300 and 664,183,318 issued; 655,612,160 and 655,075,355 shares outstanding	66	66
Additional paid-in capital	2,304,954	2,530,410
Retained earnings	121,977	116,999
Treasury stock — 9,421,140 and 9,107,963 shares	(91,933)	(89,610)
Total shareholders’ equity	2,335,064	2,557,865
Total liabilities and shareholders’ equity	$ 8,338,826	$ 8,283,578

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par or stated value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock issued (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, share authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	665,033,300	664,183,318
Common stock, shares outstanding (in shares)	655,612,160	655,075,355
Treasury stock (in shares)	9,421,140	9,107,963

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenues	$ 276,272	$ 206,880	$ 531,136	$ 458,902
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	44,368	51,894	84,098	96,579
General and administrative expenses	39,927	36,066	71,923	57,767
Depreciation	17,008	15,135	33,173	29,641
Amortization of intangible assets	85,167	83,514	169,875	167,027
Total expenses	186,470	186,609	359,069	351,014
Operating income	89,802	20,271	172,067	107,888
Interest expense	64,004	86,050	127,721	177,015
Interest income	(7)	(77)	(11)	(148)
Gain on investments	(25)	0	(25)	0
Change in fair value of Private Placement Warrants and unvested founder shares	81,560	0	41,185	0
Net (loss) income before income taxes	(55,730)	(65,702)	3,197	(68,979)
(Benefit) provision for income taxes	(8,798)	(9,456)	4,252	(10,139)
Net loss	$ (46,932)	$ (56,246)	$ (1,055)	$ (58,840)
Weighted average shares outstanding - Basic (in shares)	655,609,718	415,700,000	655,361,621	415,700,000
Weighted average shares outstanding - Diluted (in shares)	655,609,718	415,700,000	655,361,621	415,700,000
Net loss per share - Basic (in usd per share)	$ (0.07)	$ (0.14)	$ 0	$ (0.14)
Net loss per share - Diluted (in usd per share)	$ (0.07)	$ (0.14)	$ 0	$ (0.14)
Comprehensive loss	$ (46,932)	$ (56,246)	$ (1,055)	$ (58,840)

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands		Total		Cumulative Effect, Period of Adoption, Adjustment	Common Stock		Additional Paid-in Capital	Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment	Retained Earnings	Retained EarningsCumulative Effect, Period of Adoption, Adjustment	Treasury stock
Beginning balance (in shares) at Dec. 31, 2019	[1]				415,700,000,000
Beginning balance at Dec. 31, 2019	[1]	$ 1,985,218			$ 42		$ 1,347,614		$ 637,562
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B Unit expense		37,272					37,272
Net loss		(58,840)							(58,840)
Ending balance (in shares) at Jun. 30, 2020	[1]				415,700,000,000
Ending balance at Jun. 30, 2020	[1]	1,963,650			$ 42		1,384,886		578,722
Beginning balance (in shares) at Mar. 31, 2020	[1]				415,700,000,000
Beginning balance at Mar. 31, 2020		1,991,985	[1]		$ 42	[1]	1,356,975		634,968
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B Unit expense		27,911					27,911
Net loss		(56,246)							(56,246)
Ending balance (in shares) at Jun. 30, 2020	[1]				415,700,000,000
Ending balance at Jun. 30, 2020	[1]	$ 1,963,650			$ 42		1,384,886		578,722
Beginning balance (in shares) at Dec. 31, 2020		655,075,355			664,183,318						9,107,963
Beginning balance at Dec. 31, 2020		$ 2,557,865		$ (227,841)	$ 66		2,530,410	$ (233,874)	116,999	$ 6,033	$ (89,610)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting standards update		mpln:AccountingStandardsUpdate202006Member
Ending balance (in shares) at Mar. 31, 2021					664,277,068						9,144,461
Ending balance at Mar. 31, 2021		$ 2,376,605			$ 66		2,297,504		168,909		$ (89,874)
Beginning balance (in shares) at Dec. 31, 2020		655,075,355			664,183,318						9,107,963
Beginning balance at Dec. 31, 2020		$ 2,557,865		$ (227,841)	$ 66		2,530,410	$ (233,874)	116,999	$ 6,033	$ (89,610)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
2020 Omnibus Incentive Plan (in shares)					849,982
2020 Omnibus Incentive Plan		8,442					8,442
Shares withheld for tax withholding obligation (in shares)											(313,177)
Tax withholding related to vesting of equity awards		(2,347)					(24)				$ (2,323)
Net loss		$ (1,055)							(1,055)
Ending balance (in shares) at Jun. 30, 2021		655,612,160			665,033,300						9,421,140
Ending balance at Jun. 30, 2021		$ 2,335,064			$ 66		2,304,954		121,977		$ (91,933)
Beginning balance (in shares) at Mar. 31, 2021					664,277,068						9,144,461
Beginning balance at Mar. 31, 2021		2,376,605			$ 66		2,297,504		168,909		$ (89,874)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
2020 Omnibus Incentive Plan (in shares)					756,232
2020 Omnibus Incentive Plan		7,474					7,474
Shares withheld for tax withholding obligation (in shares)											(276,679)
Tax withholding related to vesting of equity awards		(2,083)					(24)				$ (2,059)
Net loss		$ (46,932)							(46,932)
Ending balance (in shares) at Jun. 30, 2021		655,612,160			665,033,300						9,421,140
Ending balance at Jun. 30, 2021		$ 2,335,064			$ 66		$ 2,304,954		$ 121,977		$ (91,933)
[1]	The shares of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions.

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities:
Net loss	$ (1,055)	$ (58,840)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	33,173	29,641
Amortization of intangible assets	169,875	167,027
Amortization of the right-of-use asset	3,525	4,578
Stock-based compensation	8,442	37,272
Deferred income taxes	303	(7,890)
Non-cash interest costs	5,805	9,098
Loss on disposal of property and equipment	685	101
Change in fair value of Private Placement Warrants and unvested founder shares	41,185	0
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Accounts receivable, net	4,952	23,067
Prepaid expenses and other assets	2,468	(941)
Prepaid taxes	(54,148)	(5,556)
Operating lease obligation	(3,417)	(4,790)
Accounts payable and accrued expenses and other	(7,404)	(900)
Net cash provided by operating activities	204,389	191,867
Investing activities:
Purchases of property and equipment	(36,787)	(34,866)
Proceeds from sale of investment	5,641	0
HST Acquisition, net of cash acquired	(28)	0
DHP Acquisition, net of cash acquired	149,676	0
Net cash used in investing activities	(180,850)	(34,866)
Financing activities:
Borrowings on revolving credit facility	0	98,000
Repayment of revolving credit facility	0	(98,000)
Purchase of treasury stock	(2,323)	0
Borrowings (payments) on finance leases, net	0	34
Net cash (used in) provided by financing activities	(2,323)	34
Net increase in cash and cash equivalents	21,216	157,035
Cash and cash equivalents at beginning of period	126,755	21,825
Cash and cash equivalents at end of period	147,971	178,860
Noncash investing and financing activities:
Purchases of property and equipment not yet paid	3,913	2,664
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	1,025	467
Supplemental disclosure of cash flow information:
Interest	(123,115)	(167,836)
Income taxes, net of refunds	$ (68,766)	$ (3,407)

General Information and Basis o

General Information and Basis of Accounting	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
General Information and Basis of Accounting	General Information and Basis of Accounting General Information MultiPlan Corporation, formerly known as Churchill Capital Corp III (formerly known as Butler Acquisition Corp), was incorporated in Delaware on October 30, 2019 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 12, 2020, Churchill entered into the Merger Agreement by and among First Merger Sub, Second Merger Sub, Holdings, and MultiPlan Parent. On October 8, 2020, the Merger Agreement was consummated and the Transactions were completed. In connection with the Transactions, Churchill changed its name to MultiPlan Corporation and the New York Stock Exchange ticker symbols for its Class A common stock and warrants to "MPLN" and "MPLN.WS", respectively. The Transactions were accounted for as a reverse recapitalization. Under this method of accounting, Churchill has been treated as the acquired company for financial reporting purposes. This determination was primarily based on our existing stockholders being the majority stockholders and holding majority voting power in the combined company, our senior management comprising the majority of the senior management of the combined company, and our ongoing operations comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions were treated as the equivalent of MultiPlan issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized at fair value (which were consistent with carrying value), with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Polaris and the retained earnings of Polaris has been carried forward after the Transactions. Earnings per share calculations for all periods prior to the Transactions have been retrospectively adjusted for the equivalent number of shares reflecting the exchange ratio established in the Transactions. Throughout the notes to the unaudited condensed consolidated financial statements, unless otherwise noted, "we," "us," "our", "MultiPlan", and the "Company" and similar terms refer to Polaris and its subsidiaries prior to the consummation of the Transactions, and MultiPlan and its subsidiaries after the Transactions. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of MultiPlan Corporation have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of MultiPlan Corporation and the notes thereto, included in the Company’s 2020 Annual Report. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), necessary for a fair statement of the Company’s financial position as of June 30, 2021 and December 31, 2020, and its results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020 have been included. Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company's estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, recoverability of long-lived assets, goodwill, valuation of Private Placement Warrants and unvested founder shares, valuation of stock-based compensation awards and income taxes. COVID-19 COVID-19 has negatively impacted our business, results of operations and financial condition during 2020 and the three and six months ended June 30, 2021. Effects from COVID-19 began to impact our business in first quarter 2020 with various federal, state, and local governments and private entities mandating restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter in place orders. The Company experienced an approximately 4.6% decline in revenues for the year ended December 31, 2020 compared to 2019 primarily due to reduced volume from customers as a result of restrictions on elective medical procedures and non-essential medical services. For the three and six months ended June 30, 2021, the Company's revenues continue to be negatively impacted, but to a lesser extent compared to 2020 as vaccination rates have increased and restrictions on medical services have been lifted. The extent of the ultimate impact of COVID-19 will depend on the severity and duration of the pandemic. Future developments remain uncertain, including the number of confirmed cases, the emergence of highly contagious variants, and any actions taken by federal, state and local governments such as economic relief efforts, as well as U.S. and global economies, consumer behavior and healthcare utilization patterns. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker. The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company's singular focus is being a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry. In addition, all of the Company's revenues and long-lived assets are attributable to operations in the United States for all periods presented. Revenue Recognition Disaggregation of Revenue The following table presents revenues disaggregated by services and contract types: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues Network Services $ 72,073 $ 61,544 $ 141,438 $ 135,126 PSAV 55,297 46,250 109,539 103,407 PEPM 14,062 13,591 27,577 27,871 Other 2,714 1,703 4,322 3,848 Analytic-Based Services 170,793 122,453 327,953 274,096 PSAV 166,602 122,117 319,680 273,308 PEPM 4,191 336 8,273 788 Payment and Revenue Integrity Services 33,406 22,883 61,745 49,680 PSAV 33,267 22,858 61,547 49,636 PEPM 139 25 198 44 Total Revenues $ 276,272 $ 206,880 $ 531,136 $ 458,902 Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our percentage of savings contracts, portions of revenue that is recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of payers not utilizing the discounts that were initially calculated, or differences between the Company’s estimates of savings achieved for a customer and the amounts self-reported in the following month by that same customer. Significant judgment is used in constraining estimates of variable consideration, and based upon both client-specific and aggregated factors that include historical billing and adjustment data, client contract terms, and performance guarantees. We update our estimates at the end of each reporting period as additional information becomes available. There have not been any material changes to estimates of variable consideration for performance obligations satisfied prior to the six months ended June 30, 2021. The timing of payments from customers from time to time generates contract assets or contract liabilities, however these amounts are immaterial in all periods presented. Stock-Based Compensation The Company's awards are granted via the 2020 Omnibus Incentive Plan in the form of Employee RS, Employee RSUs, Employee NQSOs (together "employee awards"), and Director RSUs. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as compensation expense for employee awards, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions. The compensation expense for Director RSUs is recognized in the same period(s) and in the same manner as if the Company had paid cash in exchange for the goods or services instead of a share-based award. We determine the fair value of the Employee RS, Employee RSUs and Director RSUs with time based vesting using the value on our common stock on the date of the grant. We determine the fair value of Employee NQSOs using a Black-Scholes option model while taking into consideration the price of the Company's Class A common stock and vesting conditions. Certain assumptions used in the model are subjective and require significant management judgment, and include the (i) risk-free rate, (ii) volatility, and (iii) expected term. Changes in these assumptions can materially affect the estimate of the grant date fair value of the Employee NQSOs and ultimately compensation expenses. The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the implied volatility of our publicly traded financial instruments and the historical volatility of a publicly traded set of peer companies. The risk-free interest rate is based on the interpolated 5 and 7 year U.S. Treasury constant maturity yields. See Note 7 Stock-Based Compensation below for further information. New Accounting Pronouncements We consider the applicability and impact of all ASUs and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our unaudited condensed consolidated financial statements. New Accounting Pronouncements Recently Adopted ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this new accounting standard on January 1, 2021 on a modified retrospective basis. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the standard resulted in a reclassification to long-term debt of $297.9 million, corresponding to the equity component of $233.9 million previously recorded in additional paid-in capital, the deferred taxes related to the equity component as of January 1, 2021 of $70.1 million, and a cumulative-effect adjustment to increase retained earnings as of January 1, 2021 by $6.0 million, which reflects the elimination of the discount amortization related to the equity component in prior periods, net of deferred taxes. See Note 3 Long-Term Debt below for additional information on the impact of this adoption. New Accounting Pronouncements Issued but Not Yet Adopted ASU 2020-04 and 2021-01, Reference Rate Reform (Topic 848) and Reference Rate Reform (Topic 848): Scope. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has a term loan and a revolving credit loan for which the interest rates are indexed on the LIBOR. The guidance did not have an impact on our financial position, results of operations or disclosures at transition, but we will continue to evaluate its impact on contracts and hedging relationships modified on or before December 31, 2022.

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 2021
Business Combinations [Abstract]
Business Combinations	Business Combinations DHP Acquisition On February 26, 2021, the Company completed the acquisition of DHP, an analytics and technology company offering healthcare revenue and payment integrity services. The Company acquired 100 percent of the voting equity interest of DHP. The acquisition strengthens MultiPlan's service offering in the payment integrity market with new and complementary services to help its payor customers manage the overall cost of care and improve their competitiveness. It also adds revenue integrity services for plans that receive premiums from the Centers for Medicare and Medicaid Services. The DHP acquisition was accounted for as a business combination using the acquisition method of accounting. As a result of the DHP acquisition and the application of purchase accounting, DHP's identifiable assets and liabilities were adjusted to their fair market values as of the acquisition date. The amount of DHP goodwill that is deductible for income tax purposes is $48.0 million. The following table summarizes the consideration transferred to acquire DHP and the amounts of identified assets acquired and liabilities assumed at the acquisition date: (in thousands) Total consideration transferred in cash $ 151,776 Cash and cash equivalents 2,100 Trade accounts receivable, net 2,993 Prepaid expenses 369 Other current assets, net 119 Property and equipment, net (1) 9,056 Other assets 276 Other intangibles, net (2) 41,060 Accounts payable (458) Other accrued expenses (5,209) Deferred income taxes (6,215) Long-Term Liabilities (553) Total identifiable net assets 43,538 Goodwill $ 108,238 (1) Includes capitalized software of $8.9 million and other tangible assets of $0.2 million. (2) Includes client relationships of $39.8 million and trade names of $1.2 million. The preliminary purchase price allocation for the business combination is subject to adjustment as valuation analyses, primarily related to property and equipment and intangible assets, are finalized. The results of operations and financial condition of DHP have been included in the Company's consolidated results from the date of acquisition. Through June 30, 2021, DHP's impact on revenues and net earnings was not material and as a result no pro forma disclosures were required.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt As of June 30, 2021, and December 31, 2020, long-term debt consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Term Loan G $ 2,341,000 $ 2,341,000 5.750% Notes 1,300,000 1,300,000 Senior Convertible PIK Notes 1,300,000 1,300,000 Finance lease obligations, non-current 119 92 Long-term debt 4,941,119 4,941,092 Discount – Term Loan G (3,094) (3,831) Discount – Senior Convertible PIK Notes (29,674) (329,494) Debt issuance costs, net: Term Loan G (7,494) (9,666) 5.750% Notes (18,617) (19,613) Long-term debt, net $ 4,882,240 $ 4,578,488 Term Loan and Revolver For all our debt agreements with an interest rate dependent on LIBOR, the Company is currently assessing and monitoring how transitioning from LIBOR to an alternative reference rate may affect the Company beyond 2023. During the six months ended June 30, 2020, a correcting adjustment of $2.3 million was made to increase interest expense to account for acceleration of debt issuance cost due to principal prepayments made on the Term Loan G in the years 2017, 2018 and 2019. Senior Convertible PIK Notes Prior to the adoption of ASU 2020-06 on January 1, 2021, the nature of the notes required management to separate the Senior Convertible PIK Notes into liability and equity components. ASU 2020-06’s elimination of the beneficial conversion guidance resulted in "recombining" the equity and debt components of the Senior Convertible PIK Notes into a single liability. As a result, $297.9 million of the discount on the liability created by recognition of a component of the convertible debt in equity was eliminated. See Note 1 General Information and Basis of Accounting above for additional detail.

Private Placement Warrants and

Private Placement Warrants and Unvested Founder Shares	6 Months Ended
	Jun. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
Private Placement Warrants and Unvested Founder Shares	Private Placement Warrants and Unvested Founder Shares The Company classifies the Private Placement Warrants and unvested founder shares as a liability on its unaudited condensed consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement that does not meet the scope of the fixed-for-fixed exception in Accounting Standards Codification 815. The Private Placement Warrants and unvested founder shares were initially recorded at fair value on the date of consummation of the Transactions and are subsequently adjusted to fair value at each subsequent reporting date. The fair value of the unvested founder shares and unvested Private Placement Warrants is obtained using a Monte Carlo model and the fair value of the remaining Private Placement Warrants using a Black Scholes model, together referenced as the "option pricing" model. The Company will continue to adjust the liability for changes in fair value for the founder shares until the earlier of the re-vesting or forfeiture of these instruments. The Company will continue to adjust the liability for changes in fair value for the Private Placement Warrants until the warrant is equity classified. As of June 30, 2021 and December 31, 2020, the fair value of the Private Placement Warrants were $62.2 million and $44.5 million, respectively, and the fair value of the unvested founder shares were $85.6 million and $62.1 million, respectively. For the three and six months ended June 30, 2021, and primarily as a result of the variations in the price of the Company's Class A common stock over those periods, the fair value of the Private Placement Warrants increased by $32.9 million and $17.7 million, respectively, and the fair value of the unvested founder shares increased by $48.7 million and $23.5 million, respectively. The corresponding loss is recognized within change in fair value of Private Placement Warrants and unvested founder shares in the unaudited condensed consolidated statements of loss and comprehensive loss.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Fair value measurements are based on the premise that fair value represents an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities on the reporting date. • Level 2 — Inputs, other than quoted prices in active markets (Level 1), that are observable for the asset or liability, either directly or indirectly. • Level 3 — Unobservable inputs in which there is little or no market data, which require the entity to develop its own assumptions Financial instruments Certain financial instruments which are not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable and accounts payable, which approximate fair value due to their short-term nature. The financial instrument that potentially subjects the Company to concentrations of credit risk consists primarily of accounts receivable. We estimate the fair value of long-term debt, including current maturities of finance lease obligations, based on estimates using present value techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. Assumptions include interest rates currently available for instruments with similar terms as well as the five, seven, and eight-year Treasury bill rates. As such, this is considered a Level 2 fair value measurement. As of June 30, 2021 and December 31, 2020, the Company's carrying amount and fair value of long-term debt consisted of the following: June 30, 2021 December 31, 2020 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan G, net of discount $ 2,337,906 $ 2,341,876 $ 2,337,169 $ 2,390,720 5.750% Notes 1,300,000 1,273,988 1,300,000 1,300,000 Convertible Notes, net of discount (1) 1,270,326 1,255,746 970,506 970,506 Finance lease obligations 119 119 92 92 Total Liabilities $ 4,908,351 $ 4,871,729 $ 4,607,767 $ 4,661,318 (1) See Note 1 General Information and Basis of Accounting and Note 3 Long-Term Debt for further detail. Recurring fair value measurements The Private Placement Warrants and unvested founder shares are measured at fair value on a recurring basis. The fair value of these instruments was determined based on significant inputs not observable in the market which would represent a level 3 measurement within the fair value hierarchy. The Company uses an option pricing simulation to estimate the fair value of these instruments. Non-recurring fair value measurements We also measure certain non-financial assets at fair value on a nonrecurring basis, primarily goodwill and long-lived tangible and intangible assets, in connection with periodic evaluations for potential impairment. We estimate the fair value of these assets using primarily unobservable inputs and, as such, these are considered Level 3 fair value measurements. There were no material impairment charges for these assets for fiscal years 2021 and 2020.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has certain irrevocable letters of credit used to satisfy real estate lease agreements for three of our offices in lieu of security deposits in the amount of $1.8 million outstanding as of June 30, 2021 and December 31, 2020. Claims and Litigation The Company is a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, the Company does not believe they will result, individually or in the aggregate, in a material adverse effect upon our financial condition or results of operations, or cash flows. On March 25, 2021 and April 9, 2021, we were named in two putative lawsuits relating to the Transactions that have since been consolidated under caption In Re MultiPlan Corp. Stockholders Litigation , Consolidated C.A. No. 2021-0300-MTZ (Del.Ch) (“Delaware Stockholder Litigation”). The Delaware Stockholder Litigation asserts breach of fiduciary duty claims and aiding and abetting breach of fiduciary duty claims against the former directors of the Churchill board, the Sponsor, KG and M. Klein (the “Churchill Defendants”) and the Company. The Delaware Stockholder Litigation complaint alleges that the Transactions were a product of an unfair process by Churchill, which was allegedly impacted by conflicts of interest, resulting in mispricing of the Transactions. The complaint seeks, among other things, damages, certain equitable relief including the reopening of redemptions, and attorneys’ fees and costs. On June 18, 2021, the Company and the Churchill Defendants each filed opening briefs in support of their respective motions to dismiss the complaint. In addition, the putative securities class action complaint captioned Samuel Paradis v. MultiPlan Corporation et. al. , No. 1:21-cv-1853 (E.D.N.Y.) filed on April 6, 2021 in the United States District Court for the Eastern District of New York was voluntarily dismissed on June 3, 2021. On June 4, 2021, a putative securities class action complaint captioned Steve Kong v. MultiPlan Corporation et al., No . 2:21-cv-3186 (E.D.N.Y.) was filed in the United States District Court for the Eastern District of New York. The Kong lawsuit is brought against the Company; our Chief Executive Officer, Mr. Mark Tabak, and our Chief Financial Officer, Mr. David Redmond, as well as individuals and entities involved in the Transactions, including Glenn August and Michael Klein, each of whom currently serve on our Board. The complaint asserts claims for violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder and seeks damages based on alleged material misrepresentations and omissions concerning the Transactions and in our public disclosures. The proposed class period is July 12, 2020, through November 10, 2020, inclusive. On June 21, 2021, the District Court appointed plaintiff One68 Global Master Fund, LP as lead plaintiff. We accrue for costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. Such accruals are included in other accrued expenses on the accompanying unaudited condensed consolidated balance sheets. In addition, we accrue for legal fees incurred in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable under our existing insurance coverage that we are able to recover losses and legal fees related to contingencies, we record such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In our determination of the probability and ability to estimate contingent liabilities and related insurance recoveries we consider the following: litigation exposure based on currently available information, consultations with external legal counsel, adequacy and applicability of existing insurance coverage and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying unaudited condensed consolidated statements of loss and comprehensive loss during the period of the change and appropriately reflected in other accrued liabilities on the accompanying unaudited condensed consolidated balance sheets.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation On October 8, 2020, the Company’s stockholders approved the 2020 Omnibus Incentive Plan, which previously had been approved by the Company’s board of directors subject to stockholder approval. The Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to 85,850,000 shares of Class A common stock. During the six months ended June 30, 2021, activity under the 2020 Omnibus Incentive Plan is summarized in the table below: Employee RS Director RSUs Employee RSUs Employee NQSOs Nonvested as of December 31, 2020 1,468,750 42,847 — — Awarded 133,689 87,275 2,870,671 2,442,113 Vested (796,875) (48,061) (7,812) — Forfeited (671,875) — — — Nonvested as of June 30, 2021 133,689 82,061 2,862,859 2,442,113 Compensation cost charged to expense related to share-based compensation arrangements was $7.5 million and $8.4 million and $27.9 million and $37.3 million for the three and six months ended June 30, 2021 and 2020, respectively.

Basic and Diluted Earnings and

Basic and Diluted Earnings and Loss Per Share	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Basic and Diluted Earnings and Loss Per Share	Basic and Diluted Earnings and Loss Per Share Basic and diluted earnings and loss per share was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except number of shares and per share data) 2021 2020 2021 2020 Numerator for earnings per share calculation Net Loss $ (46,932) $ (56,246) $ (1,055) $ (58,840) Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 655,609,718 415,700,000 655,361,621 415,700,000 Effect of stock-based compensation — — — — Weighted average number of shares outstanding – diluted 655,609,718 415,700,000 655,361,621 415,700,000 Loss per share – basic and diluted: Net loss per share – basic $ (0.07) $ (0.14) $ (0.00) $ (0.14) Net loss per share – diluted $ (0.07) $ (0.14) $ (0.00) $ (0.14) Earnings per share calculations for all periods prior to the Transactions have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse recapitalization. Subsequent to the Transactions, earnings per share will be calculated based on the weighted average number of shares of common stock then outstanding. As of the three and six months ended June 30, 2021, we have excluded from the calculation of diluted net loss per share the instruments whose effect would have been anti-dilutive given the Company's losses and because contingencies for vesting have not been met, including (i) 58,500,000 warrants outstanding, (ii) 100,000,000 shares which may be issued upon conversion of the Senior Convertible PIK Notes, (iii) 12,404,080 unvested founder shares, and (iv) 5,520,722 unvested 2020 Omnibus Incentive Plan awards. Therefore, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share is the same. There were no warrants, options, unvested founder shares, or 2020 Omnibus Incentive Plan awards for the three and six months ended June 30, 2020.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The accompanying unaudited condensed consolidated statements of loss and comprehensive loss include expenses and revenues to and from related parties for the three and six months ended June 30, 2021 and 2020 as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues $ 872 $ 476 $ 1,439 $ 1,036 Total revenues from related parties 872 476 1,439 1,036 Cost of services (49) — (739) (583) General and administrative (148) (50) (413) (100) Total expense from related parties $ (197) $ (50) $ (1,152) $ (683) The accompanying unaudited condensed consolidated balance sheets include accruals from related parties as of June 30, 2021 and December 31, 2020 as follows: (in thousands) June 30, 2021 December 31, 2020 Current liabilities: Accounts payable $ 2,300 $ 2,725 Total liabilities from related parties $ 2,300 $ 2,725 In 2021 and 2020, the related party transactions included the following: • The Company purchased PPO network services from a company controlled by Hellman & Friedman LLC, an affiliate of H&F, to supplement our provider network. We also recognize revenues from that same company for the use of our provider network and other claims processing services. • The Company has obtained insurance brokered through a company controlled by Hellman & Friedman LLC. • The Company reimburses Hellman & Friedman LLC for reasonable out of pocket expenses that include travel, lodging, meals, and any similar expenses. • Companies controlled or managed by members of the Board have participated in the PIPE Investment, including the Senior Convertible PIK Notes.

General Information and Basis_2

General Information and Basis of Accounting (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements of MultiPlan Corporation have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of MultiPlan Corporation and the notes thereto, included in the Company’s 2020 Annual Report. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), necessary for a fair statement of the Company’s financial position as of June 30, 2021 and December 31, 2020, and its results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020 have been included.
Consolidation	The accompanying unaudited condensed consolidated financial statements of MultiPlan Corporation have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of MultiPlan Corporation and the notes thereto, included in the Company’s 2020 Annual Report. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), necessary for a fair statement of the Company’s financial position as of June 30, 2021 and December 31, 2020, and its results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020 have been included.
Use of Estimates	Use of EstimatesThe preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company's estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, recoverability of long-lived assets, goodwill, valuation of Private Placement Warrants and unvested founder shares, valuation of stock-based compensation awards and income taxes.
COVID 19	COVID-19COVID-19 has negatively impacted our business, results of operations and financial condition during 2020 and the three and six months ended June 30, 2021. Effects from COVID-19 began to impact our business in first quarter 2020 with various federal, state, and local governments and private entities mandating restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter in place orders. The Company experienced an approximately 4.6% decline in revenues for the year ended December 31, 2020 compared to 2019 primarily due to reduced volume from customers as a result of restrictions on elective medical procedures and non-essential medical services. For the three and six months ended June 30, 2021, the Company's revenues continue to be negatively impacted, but to a lesser extent compared to 2020 as vaccination rates have increased and restrictions on medical services have been lifted. The extent of the ultimate impact of COVID-19 will depend on the severity and duration of the pandemic. Future developments remain uncertain, including the number of confirmed cases, the emergence of highly contagious variants, and any actions taken by federal, state and local governments such as economic relief efforts, as well as U.S. and global economies, consumer behavior and healthcare utilization patterns.
Segment Reporting	Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker. The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company's singular focus is being a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry. In addition, all of the Company's revenues and long-lived assets are attributable to operations in the United States for all periods presented.
Revenue Recognition	Revenue Recognition Disaggregation of Revenue The following table presents revenues disaggregated by services and contract types: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues Network Services $ 72,073 $ 61,544 $ 141,438 $ 135,126 PSAV 55,297 46,250 109,539 103,407 PEPM 14,062 13,591 27,577 27,871 Other 2,714 1,703 4,322 3,848 Analytic-Based Services 170,793 122,453 327,953 274,096 PSAV 166,602 122,117 319,680 273,308 PEPM 4,191 336 8,273 788 Payment and Revenue Integrity Services 33,406 22,883 61,745 49,680 PSAV 33,267 22,858 61,547 49,636 PEPM 139 25 198 44 Total Revenues $ 276,272 $ 206,880 $ 531,136 $ 458,902 Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our percentage of savings contracts, portions of revenue that is recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of payers not utilizing the discounts that were initially calculated, or differences between the Company’s estimates of savings achieved for a customer and the amounts self-reported in the following month by that same customer. Significant judgment is used in constraining estimates of variable consideration, and based upon both client-specific and aggregated factors that include historical billing and adjustment data, client contract terms, and performance guarantees. We update our estimates at the end of each reporting period as additional information becomes available. There have not been any material changes to estimates of variable consideration for performance obligations satisfied prior to the six months ended June 30, 2021.
Stock-Based Compensation	Stock-Based Compensation The Company's awards are granted via the 2020 Omnibus Incentive Plan in the form of Employee RS, Employee RSUs, Employee NQSOs (together "employee awards"), and Director RSUs. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as compensation expense for employee awards, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions. The compensation expense for Director RSUs is recognized in the same period(s) and in the same manner as if the Company had paid cash in exchange for the goods or services instead of a share-based award. We determine the fair value of the Employee RS, Employee RSUs and Director RSUs with time based vesting using the value on our common stock on the date of the grant. We determine the fair value of Employee NQSOs using a Black-Scholes option model while taking into consideration the price of the Company's Class A common stock and vesting conditions. Certain assumptions used in the model are subjective and require significant management judgment, and include the (i) risk-free rate, (ii) volatility, and (iii) expected term. Changes in these assumptions can materially affect the estimate of the grant date fair value of the Employee NQSOs and ultimately compensation expenses. The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the implied volatility of our publicly traded financial instruments and the historical volatility of a publicly traded set of peer companies. The risk-free interest rate is based on the interpolated 5 and 7 year U.S. Treasury constant maturity yields. See Note 7 Stock-Based Compensation below for further information.
New Accounting Pronouncements	New Accounting Pronouncements We consider the applicability and impact of all ASUs and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our unaudited condensed consolidated financial statements. New Accounting Pronouncements Recently Adopted ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this new accounting standard on January 1, 2021 on a modified retrospective basis. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the standard resulted in a reclassification to long-term debt of $297.9 million, corresponding to the equity component of $233.9 million previously recorded in additional paid-in capital, the deferred taxes related to the equity component as of January 1, 2021 of $70.1 million, and a cumulative-effect adjustment to increase retained earnings as of January 1, 2021 by $6.0 million, which reflects the elimination of the discount amortization related to the equity component in prior periods, net of deferred taxes. See Note 3 Long-Term Debt below for additional information on the impact of this adoption. New Accounting Pronouncements Issued but Not Yet Adopted ASU 2020-04 and 2021-01, Reference Rate Reform (Topic 848) and Reference Rate Reform (Topic 848): Scope. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has a term loan and a revolving credit loan for which the interest rates are indexed on the LIBOR. The guidance did not have an impact on our financial position, results of operations or disclosures at transition, but we will continue to evaluate its impact on contracts and hedging relationships modified on or before December 31, 2022.

General Information and Basis_3

General Information and Basis of Accounting (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Disaggregation of Revenue	The following table presents revenues disaggregated by services and contract types: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues Network Services $ 72,073 $ 61,544 $ 141,438 $ 135,126 PSAV 55,297 46,250 109,539 103,407 PEPM 14,062 13,591 27,577 27,871 Other 2,714 1,703 4,322 3,848 Analytic-Based Services 170,793 122,453 327,953 274,096 PSAV 166,602 122,117 319,680 273,308 PEPM 4,191 336 8,273 788 Payment and Revenue Integrity Services 33,406 22,883 61,745 49,680 PSAV 33,267 22,858 61,547 49,636 PEPM 139 25 198 44 Total Revenues $ 276,272 $ 206,880 $ 531,136 $ 458,902

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2021
Business Combinations [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the consideration transferred to acquire DHP and the amounts of identified assets acquired and liabilities assumed at the acquisition date: (in thousands) Total consideration transferred in cash $ 151,776 Cash and cash equivalents 2,100 Trade accounts receivable, net 2,993 Prepaid expenses 369 Other current assets, net 119 Property and equipment, net (1) 9,056 Other assets 276 Other intangibles, net (2) 41,060 Accounts payable (458) Other accrued expenses (5,209) Deferred income taxes (6,215) Long-Term Liabilities (553) Total identifiable net assets 43,538 Goodwill $ 108,238 (1) Includes capitalized software of $8.9 million and other tangible assets of $0.2 million. (2) Includes client relationships of $39.8 million and trade names of $1.2 million.

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	As of June 30, 2021, and December 31, 2020, long-term debt consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Term Loan G $ 2,341,000 $ 2,341,000 5.750% Notes 1,300,000 1,300,000 Senior Convertible PIK Notes 1,300,000 1,300,000 Finance lease obligations, non-current 119 92 Long-term debt 4,941,119 4,941,092 Discount – Term Loan G (3,094) (3,831) Discount – Senior Convertible PIK Notes (29,674) (329,494) Debt issuance costs, net: Term Loan G (7,494) (9,666) 5.750% Notes (18,617) (19,613) Long-term debt, net $ 4,882,240 $ 4,578,488

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments	As of June 30, 2021 and December 31, 2020, the Company's carrying amount and fair value of long-term debt consisted of the following: June 30, 2021 December 31, 2020 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan G, net of discount $ 2,337,906 $ 2,341,876 $ 2,337,169 $ 2,390,720 5.750% Notes 1,300,000 1,273,988 1,300,000 1,300,000 Convertible Notes, net of discount (1) 1,270,326 1,255,746 970,506 970,506 Finance lease obligations 119 119 92 92 Total Liabilities $ 4,908,351 $ 4,871,729 $ 4,607,767 $ 4,661,318 (1) See Note 1 General Information and Basis of Accounting and Note 3 Long-Term Debt for further detail.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Schedule of Nonvested Performance-based Units Activity	During the six months ended June 30, 2021, activity under the 2020 Omnibus Incentive Plan is summarized in the table below: Employee RS Director RSUs Employee RSUs Employee NQSOs Nonvested as of December 31, 2020 1,468,750 42,847 — — Awarded 133,689 87,275 2,870,671 2,442,113 Vested (796,875) (48,061) (7,812) — Forfeited (671,875) — — — Nonvested as of June 30, 2021 133,689 82,061 2,862,859 2,442,113

Basic and Diluted Earnings an_2

Basic and Diluted Earnings and Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Basic and Diluted Earnings and Loss Per Share	Basic and diluted earnings and loss per share was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except number of shares and per share data) 2021 2020 2021 2020 Numerator for earnings per share calculation Net Loss $ (46,932) $ (56,246) $ (1,055) $ (58,840) Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 655,609,718 415,700,000 655,361,621 415,700,000 Effect of stock-based compensation — — — — Weighted average number of shares outstanding – diluted 655,609,718 415,700,000 655,361,621 415,700,000 Loss per share – basic and diluted: Net loss per share – basic $ (0.07) $ (0.14) $ (0.00) $ (0.14) Net loss per share – diluted $ (0.07) $ (0.14) $ (0.00) $ (0.14)

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	The accompanying unaudited condensed consolidated statements of loss and comprehensive loss include expenses and revenues to and from related parties for the three and six months ended June 30, 2021 and 2020 as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues $ 872 $ 476 $ 1,439 $ 1,036 Total revenues from related parties 872 476 1,439 1,036 Cost of services (49) — (739) (583) General and administrative (148) (50) (413) (100) Total expense from related parties $ (197) $ (50) $ (1,152) $ (683) The accompanying unaudited condensed consolidated balance sheets include accruals from related parties as of June 30, 2021 and December 31, 2020 as follows: (in thousands) June 30, 2021 December 31, 2020 Current liabilities: Accounts payable $ 2,300 $ 2,725 Total liabilities from related parties $ 2,300 $ 2,725

General Information and Basis_4

General Information and Basis of Accounting - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 276,272	$ 206,880	$ 531,136	$ 458,902
Network Services
Disaggregation of Revenue [Line Items]
Revenues	72,073	61,544	141,438	135,126
Network Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	55,297	46,250	109,539	103,407
Network Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	14,062	13,591	27,577	27,871
Network Services | Other
Disaggregation of Revenue [Line Items]
Revenues	2,714	1,703	4,322	3,848
Analytic-Based Services
Disaggregation of Revenue [Line Items]
Revenues	170,793	122,453	327,953	274,096
Analytic-Based Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	166,602	122,117	319,680	273,308
Analytic-Based Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	4,191	336	8,273	788
Payment and Revenue Integrity Services
Disaggregation of Revenue [Line Items]
Revenues	33,406	22,883	61,745	49,680
Payment and Revenue Integrity Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	33,267	22,858	61,547	49,636
Payment and Revenue Integrity Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	$ 139	$ 25	$ 198	$ 44

General Information and Basis_5

General Information and Basis of Accounting - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	[1]	Mar. 31, 2020		Dec. 31, 2019	[1]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percent decrease in revenue	4.60%
Deferred income taxes	$ 900,633	$ 837,073
Stockholders' equity	(2,557,865)	(2,335,064)	$ (2,376,605)	$ (1,963,650)		$ (1,991,985)	[1]	$ (1,985,218)
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	(2,530,410)	(2,304,954)	(2,297,504)	(1,384,886)		(1,356,975)		(1,347,614)
Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	(116,999)	$ (121,977)	$ (168,909)	$ (578,722)		$ (634,968)		$ (637,562)
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred income taxes	70,100
Stockholders' equity	227,841
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	233,874
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	(6,033)
Cumulative Effect, Period of Adoption, Adjustment | Senior Convertible PIK Notes | PIK Note
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Adjustment of unamortized discount	$ (297,900)
[1]	The shares of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions.

Business Combinations - Narrati

Business Combinations - Narrative (Details) - DHP - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Feb. 26, 2021
Business Acquisition [Line Items]
Voting equity interest			100.00%
Tax deductible portion of goodwill			$ 48
Transaction costs	$ 0.1	$ 4.7

Business Combinations - Assets

Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 26, 2021	Jun. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 4,365,785	$ 4,257,336
DHP
Business Acquisition [Line Items]
Total consideration transferred in cash	$ 151,776
Cash and cash equivalents	2,100
Trade accounts receivable, net	2,993
Prepaid expenses	369
Other current assets, net	119
Property and equipment, net	9,056
Other assets	276
Other intangibles, net	41,060
Accounts payable	(458)
Other accrued expenses	(5,209)
Deferred income taxes	(6,215)
Long-Term Liabilities	(553)
Total identifiable net assets	43,538
Goodwill	108,238
DHP | Client relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	39,800
DHP | Trade Names
Business Acquisition [Line Items]
Finite-lived intangible assets	1,200
DHP | Capitalized software
Business Acquisition [Line Items]
Property, plant and equipment	8,900
DHP | Other tangible assets
Business Acquisition [Line Items]
Property, plant and equipment	$ 200

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Finance lease obligations, non-current	$ 119	$ 92
Long-term debt	4,941,119	4,941,092
Long-term debt, net	4,882,240	4,578,488
Term Loan | Term Loan G
Debt Instrument [Line Items]
Long-term debt	2,341,000	2,341,000
Debt instrument, unamortized discount (premium), net	(3,094)	(3,831)
Debt issuance costs, net	(7,494)	(9,666)
Senior Notes | 5.750% Notes due 2028
Debt Instrument [Line Items]
Long-term debt	1,300,000	1,300,000
Debt issuance costs, net	$ (18,617)	(19,613)
Interest rate, stated percentage	5.75%
PIK Note | Senior Convertible PIK Notes
Debt Instrument [Line Items]
Long-term debt	$ 1,300,000	1,300,000
Debt instrument, unamortized discount (premium), net	$ (29,674)	$ (329,494)

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Interest expense	$ 64,004	$ 86,050	$ 127,721	$ 177,015
Term Loan G | Acceleration of debt issuance costs | Term Loan
Debt Instrument [Line Items]
Interest expense				$ 2,300
Senior Convertible PIK Notes | PIK Note | Cumulative Effect, Period of Adoption, Adjustment
Debt Instrument [Line Items]
Unamortized discount					$ 297,900

Private Placement Warrants an_2

Private Placement Warrants and Unvested Founder Shares (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Gain on fair value of warrants or rights		$ (41,185)	$ 0
Private Placement Warrant
Class of Warrant or Right [Line Items]
Fair value of warrant or right	$ 62,200	62,200		$ 44,500
Gain on fair value of warrants or rights	32,900	17,700
Unvested Founder Shares
Class of Warrant or Right [Line Items]
Fair value of warrant or right	85,600	85,600		$ 62,100
Gain on fair value of warrants or rights	$ 48,700	$ 23,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Carrying Amount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	$ 4,908,351	$ 4,607,767
Carrying Amount | Term Loan | Term Loan G
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	2,337,906	2,337,169
Carrying Amount | Senior Notes | 5.750% Notes due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	1,300,000	1,300,000
Carrying Amount | PIK Note | Senior Convertible PIK Notes
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	1,270,326	970,506
Carrying Amount | Finance lease obligations
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	119	92
Fair Value
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	4,871,729	4,661,318
Fair Value | Term Loan | Term Loan G
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	2,341,876	2,390,720
Fair Value | Senior Notes | 5.750% Notes due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	1,273,988	1,300,000
Fair Value | PIK Note | Senior Convertible PIK Notes
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	1,255,746	970,506
Fair Value | Finance lease obligations
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Debt instrument, value	$ 119	$ 92

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2021USD ($)lawsuit	Dec. 31, 2020USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of credit outstanding | $	$ 1.8	$ 1.8
Number of lawsuits | lawsuit	2

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Oct. 08, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 7.5	$ 27.9	$ 8.4	$ 37.3
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)					85,850,000

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Share-Based Compensation Activity (Details)	6 Months Ended
	Jun. 30, 2021shares
Employee
Employee NQSOs
Beginning balance (in shares)	0
Awarded (in shares)	2,442,113
Vested (in shares)	0
Forfeited (in shares)	0
Ending balance (in shares)	2,442,113
Employee | Restricted stock
Restricted Stock and RSUs
Beginning balance (in shares)	1,468,750
Awarded (in shares)	133,689
Vested (in shares)	(796,875)
Forfeited (in shares)	(671,875)
Ending balance (in shares)	133,689
Employee | RSUs
Restricted Stock and RSUs
Beginning balance (in shares)	0
Awarded (in shares)	2,870,671
Vested (in shares)	(7,812)
Forfeited (in shares)	0
Ending balance (in shares)	2,862,859
Director | RSUs
Restricted Stock and RSUs
Beginning balance (in shares)	42,847
Awarded (in shares)	87,275
Vested (in shares)	(48,061)
Forfeited (in shares)	0
Ending balance (in shares)	82,061

Basic and Diluted Earnings an_3

Basic and Diluted Earnings and Loss Per Share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net Loss	$ (46,932)	$ (56,246)	$ (1,055)	$ (58,840)
Denominator for earnings per share calculation
Weighted average number of shares outstanding - basic (in shares)	655,609,718	415,700,000	655,361,621	415,700,000
Effect of stock-based compensation (in shares)	0	0	0	0
Weighted average number of shares outstanding - diluted (in shares)	655,609,718	415,700,000	655,361,621	415,700,000
Loss per share – basic and diluted:
Net loss per share - basic (in usd per share)	$ (0.07)	$ (0.14)	$ 0	$ (0.14)
Net loss per share - diluted (in usd per share)	$ (0.07)	$ (0.14)	$ 0	$ (0.14)

Basic and Diluted Earnings an_4

Basic and Diluted Earnings and Loss Per Share - Additional Information (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)		0		0
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	58,500,000		58,500,000
Convertible PIK Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	100,000,000		100,000,000
Unvested Founder Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	12,404,080		12,404,080
Share-based Payment Arrangement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	5,520,722		5,520,722

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transactions [Abstract]
Revenues	$ 872	$ 476	$ 1,439	$ 1,036
Cost of services	(49)	0	(739)	(583)
General and administrative	(148)	(50)	(413)	(100)
Total expense from related parties	(197)	$ (50)	(1,152)	$ (683)
Accounts payable	2,300		2,300		$ 2,725
Total liabilities from related parties	$ 2,300		$ 2,300		$ 2,725