Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Class of Stock [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 639,013,168 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001793229 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock, $0.0001 par value per share | |
Trading Symbol | MPLN | |
Security Exchange Name | NYSE | |
Warrants | ||
Class of Stock [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | MPLN.WS | |
Security Exchange Name | NYSE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 350,830,000 | $ 185,328,000 |
Restricted cash | 2,958,000 | 3,051,000 |
Trade accounts receivable, net | 78,206,000 | 99,905,000 |
Prepaid expenses | 21,872,000 | 24,910,000 |
Prepaid taxes | 0 | 5,064,000 |
Other current assets, net | 909,000 | 999,000 |
Total current assets | 454,775,000 | 319,257,000 |
Property and equipment, net | 221,047,000 | 213,238,000 |
Operating lease right-of-use assets | 27,715,000 | 30,104,000 |
Goodwill | 4,363,121,000 | 4,363,070,000 |
Other intangibles, net | 3,199,883,000 | 3,285,037,000 |
Other assets | 9,227,000 | 9,701,000 |
Total assets | 8,275,768,000 | 8,220,407,000 |
Current liabilities: | ||
Accounts payable | 10,939,000 | 13,005,000 |
Accrued interest | 78,147,000 | 55,685,000 |
Accrued taxes | 41,983,000 | 0 |
Operating lease obligation, short-term | 7,219,000 | 6,883,000 |
Current portion of long-term debt | 13,250,000 | 13,250,000 |
Accrued compensation | 24,558,000 | 25,419,000 |
Other accrued expenses | 25,872,000 | 27,666,000 |
Total current liabilities | 201,968,000 | 141,908,000 |
Long-term debt | 4,878,386,000 | 4,879,144,000 |
Operating lease obligation, long-term | 24,037,000 | 26,725,000 |
Private Placement Warrants and unvested founder shares | 61,259,000 | 74,000,000 |
Deferred income taxes | 718,533,000 | 753,825,000 |
Other liabilities | 109,000 | 135,000 |
Total liabilities | 5,884,292,000 | 5,875,737,000 |
Commitments and contingencies (Note 5) | ||
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; 666,045,694 and 665,456,180 issued; 638,928,288 and 638,338,774 shares outstanding | 67,000 | 67,000 |
Additional paid-in capital | 2,314,488,000 | 2,311,660,000 |
Retained earnings | 269,090,000 | 225,112,000 |
Treasury stock — 27,117,406 and 27,117,406 shares | (192,169,000) | (192,169,000) |
Total shareholders’ equity | 2,391,476,000 | 2,344,670,000 |
Total liabilities and shareholders’ equity | $ 8,275,768,000 | $ 8,220,407,000 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 666,045,694 | 665,456,180 |
Common stock, shares outstanding (in shares) | 638,928,288 | 638,338,774 |
Treasury stock (in shares) | 27,117,406 | 27,117,406 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 298,046 | $ 254,864 |
Costs of services (exclusive of depreciation and amortization of intangible assets shown below) | 47,072 | 39,730 |
General and administrative expenses | 32,588 | 31,996 |
Depreciation | 16,596 | 16,165 |
Amortization of intangible assets | 85,154 | 84,708 |
Total expenses | 181,410 | 172,599 |
Operating income | 116,636 | 82,265 |
Interest expense | 71,445 | 63,717 |
Interest income | (12) | (4) |
Gain on investments | (289) | 0 |
Change in fair value of Private Placement Warrants and unvested founder shares | (12,741) | (40,375) |
Net income before taxes | 58,233 | 58,927 |
Provision for income taxes | 14,255 | 13,050 |
Net income | $ 43,978 | $ 45,877 |
Weighted average shares outstanding – Basic (in shares) | 638,497,587 | 655,113,523 |
Weighted average shares outstanding – Diluted (in shares) | 639,015,094 | 655,113,653 |
Net income per share – Basic (in usd per share) | $ 0.07 | $ 0.07 |
Net income per share – Diluted (in usd per share) | $ 0.07 | $ 0.07 |
Comprehensive income | $ 43,978 | $ 45,877 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock Issued | 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, 2020 | 664,183,318 | (9,107,963) | ||||||
Balance at beginning of period 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) | 93,750 | |||||||
2020 Omnibus Incentive Plan | 968 | 968 | ||||||
Tax withholding related to vesting of equity awards (in shares) | (36,498) | |||||||
Tax withholding related to vesting of equity awards | (264) | $ (264) | ||||||
Net income | 45,877 | 45,877 | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 664,277,068 | (9,144,461) | ||||||
Balance at end of period at Mar. 31, 2021 | $ 2,376,605 | $ 66 | 2,297,504 | 168,909 | $ (89,874) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 638,338,774 | 665,456,180 | (27,117,406) | |||||
Balance at beginning of period at Dec. 31, 2021 | $ 2,344,670 | $ 67 | 2,311,660 | 225,112 | $ (192,169) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
2020 Omnibus Incentive Plan (in shares) | 589,514 | |||||||
2020 Omnibus Incentive Plan | 4,785 | 4,785 | ||||||
Tax withholding related to vesting of equity awards | (1,957) | (1,957) | ||||||
Net income | $ 43,978 | 43,978 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 638,928,288 | 666,045,694 | (27,117,406) | |||||
Balance at end of period at Mar. 31, 2022 | $ 2,391,476 | $ 67 | $ 2,314,488 | $ 269,090 | $ (192,169) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net income | $ 43,978,000 | $ 45,877,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 16,596,000 | 16,165,000 |
Amortization of intangible assets | 85,154,000 | 84,708,000 |
Amortization of the right-of-use asset | 1,683,000 | 1,779,000 |
Stock-based compensation | 3,130,000 | 968,000 |
Deferred income taxes | (35,343,000) | (47,049,000) |
Non-cash interest costs | 2,577,000 | 2,884,000 |
Gain on equity investments | (289,000) | 0 |
Loss on disposal of property and equipment | 49,000 | 630,000 |
Change in fair value of Private Placement Warrants and unvested founder shares | (12,741,000) | (40,375,000) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable, net | 21,699,000 | 11,960,000 |
Prepaid expenses and other assets | 3,602,000 | (3,555,000) |
Prepaid taxes | 5,064,000 | 0 |
Operating lease obligation | (1,646,000) | (150,000) |
Accounts payable and accrued expenses and other | 61,424,000 | 97,065,000 |
Net cash provided by operating activities | 194,937,000 | 170,907,000 |
Investing activities: | ||
Purchases of property and equipment | (24,454,000) | (18,113,000) |
Proceeds from sale of investment | 289,000 | 5,616,000 |
HST Acquisition, net of cash acquired | 0 | (28,000) |
DHP Acquisition, net of cash acquired | 0 | (149,873,000) |
Net cash used in investing activities | (24,165,000) | (162,398,000) |
Financing activities: | ||
Repayments of Term Loan B | (3,313,000) | 0 |
Taxes paid on settlement of vested share awards | (1,957,000) | (264,000) |
Borrowings on finance leases, net | 0 | 32,000 |
Net cash used in financing activities | (5,270,000) | (232,000) |
Net increase in cash and cash equivalents | 165,502,000 | 8,277,000 |
Cash and cash equivalents at beginning of period | 185,328,000 | 126,755,000 |
Cash and cash equivalents at end of period | 350,830,000 | 135,032,000 |
Cash and cash equivalents | 350,830,000 | 135,032,000 |
Restricted cash | 2,958,000 | 0 |
Cash, cash equivalents and restricted cash at end of period | 353,788,000 | 135,032,000 |
Noncash investing and financing activities: | ||
Purchases of property and equipment not yet paid | 4,918,000 | 5,056,000 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 40,000 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest | (46,197,000) | (22,279,000) |
Income taxes, net of refunds | $ (2,833,000) | $ (3,000,000) |
General Information and Basis o
General Information and Basis of Accounting | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
General Information and Basis of Accounting | General Information and Basis of Accounting General Information We are a provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness to the U.S. healthcare industry. We do so through services focused on reducing medical cost and improving payment accuracy for the payors of healthcare, which are health insurers, self-insured employers and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services. 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 2021 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 March 31, 2022 and December 31, 2021, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021 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 since the first quarter of 2020 as various federal, state, and local governments and private entities mandated, and in some cases continue to mandate, restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter in place orders. For the three months ended March 31, 2022, the Company’s revenues continue to be negatively impacted as a result of the medical charges received on non-COVID claims from customers not yet reaching pre-COVID-19 pandemic levels due to fewer elective medical procedures and non-essential medical services. Such negative impacts, however, have been to a lesser extent compared to the same period in 2020 and 2021 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 evolving 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 March 31, (in thousands) 2022 2021 Revenues Network-Based Services $ 68,624 $ 69,365 PSAV 51,963 54,242 PEPM 14,938 13,515 Other 1,723 1,608 Analytics-Based Services 196,118 157,160 PSAV 190,292 153,078 PEPM 5,826 4,082 Payment and Revenue Integrity Services 33,304 28,339 PSAV 33,184 28,280 PEPM 120 59 Total Revenues $ 298,046 $ 254,864 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 is 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 three months ended March 31, 2022. 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. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt As of March 31, 2022, and December 31, 2021, long-term debt consisted of the following: Key Terms March 31, 2022 December 31, 2021 (in thousands) Character Priority Maturity Coupon Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) $ 1,318,375 $ 1,321,688 5.50% Senior Secured Notes Notes Senior Secured 9/1/2028 5.50% 1,050,000 1,050,000 5.750% Notes Notes Senior Unsecured 11/1/2028 5.750% 1,300,000 1,300,000 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,300,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 49 71 Long-term debt 4,968,424 4,971,759 Less: current portion of long-term debt (13,250) (13,250) Discount - Term Loan B (12,436) (12,864) Discount – Senior Convertible PIK Notes (26,711) (27,715) Less: debt discounts, net (39,147) (40,579) Debt issuance costs - Term Loan B (6,775) (7,008) Debt issuance costs - 5.50% Senior Secured Notes (13,801) (14,188) Debt issuance costs - 5.750% Notes (17,065) (17,590) Less: debt issuance costs, net (37,641) (38,786) Long-term debt, net $ 4,878,386 $ 4,879,144 (1) Beginning December 31, 2021 and quarterly thereafter, we shall repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 4.76% as of March 31, 2022. (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. |
Private Placement Warrants and
Private Placement Warrants and Unvested Founder Shares | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement Warrants and Unvested Founder Shares | Private Placement Warrants and Unvested Founder SharesThe 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 March 31, 2022 and December 31, 2021, the fair value of the Private Placement Warrants were $29.3 million and $38.0 million, respectively, and the fair value of the unvested founder shares were $32.0 million and $36.0 million, respectively. For the three months ended March 31, 2022, 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 decreased by $8.7 million and the fair value of the unvested founder shares decreased by $4.0 million. The corresponding gain is recognized within change in fair value of Private Placement Warrants and unvested founder shares in the unaudited condensed consolidated statements of income and comprehensive income. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
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. As of March 31, 2022 and December 31, 2021, the Company's carrying amount and fair value of long-term debt consisted of the following: March 31, 2022 December 31, 2021 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount $ 1,305,939 $ 1,270,026 $ 1,308,824 $ 1,294,312 5.50% Senior Secured Notes 1,050,000 1,008,420 1,050,000 1,029,680 5.750% Notes 1,300,000 1,177,800 1,300,000 1,245,436 Senior Convertible PIK Notes, net of discount 1,273,289 968,336 1,272,285 1,245,958 Finance lease obligations 49 49 71 71 Total Liabilities $ 4,929,277 $ 4,424,631 $ 4,931,180 $ 4,815,457 As of March 31, 2022, the fair value of long-term debt, including current maturities of finance lease obligations, was obtained using quoted prices in active markets. As such, this is considered a Level 1 fair value measurement. As of December 31, 2021, we estimated the fair value of long-term debt, including current maturities of finance lease obligations, based on estimates using present value techniques that were 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 included interest rates currently available for instruments with similar terms as well as the five, seven, and eight-year Treasury bill rates. As such, this was considered a Level 2 fair value measurement. 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 2022 and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021. Claims and Litigation The Company is a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters as well as regulatory investigations, all of which have arisen in the ordinary course of business. 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 as a defendant in two putative class action lawsuits relating to the Transactions that have since been consolidated under the caption In Re MultiPlan Corp. Stockholders Litigation, Consolidated C.A. No. 2021-0300-LWW (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 (collectively, 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. The Company and the Churchill Defendants filed motions to dismiss the complaint. On January 3, 2022, the Chancery Court issued a ruling granting in part the Company’s motion to dismiss and denying the motion to dismiss filed by the Churchill Defendants. The Company is therefore dismissed from the Delaware Stockholder Litigation, which is proceeding against the Churchill Defendants. Certain of the Churchill Defendants have contractual indemnification rights to the Company. 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 income and comprehensive income during the period of the change and appropriately reflected in other accrued liabilities on the accompanying unaudited condensed consolidated balance sheets. |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic and diluted earnings per share was calculated as follows: Three Months Ended March 31, ($ in thousands, except number of shares and per share data) 2022 2021 Numerator for earnings per share calculation Net Income $ 43,978 $ 45,877 Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 638,497,587 655,113,523 Effect of stock-based compensation 517,507 130 Weighted average number of shares outstanding – diluted 639,015,094 655,113,653 Income per share – basic and diluted: Net income per share – basic $ 0.07 $ 0.07 Net income per share – diluted $ 0.07 $ 0.07 As of the three months ended March 31, 2022 and 2021, we have excluded from the calculation of diluted net income per share the instruments whose effect would have been anti-dilutive, including (i) 58,500,000 warrants outstanding, (ii) 100,000,000 shares which may be issued upon conversion of the Senior Convertible PIK Notes, and (iii) 12,404,080 unvested founder shares. Additionally, we have excluded from the calculation of diluted net income per share awards within the 2020 Omnibus Incentive Plan, whose effect would have been anti-dilutive of 13,066,509 and 4,303,074 for the three months ended March 31, 2022 and 2021, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The accompanying unaudited condensed consolidated statements of income and comprehensive income include expenses and revenues to and from related parties for the three months ended March 31, 2022 and 2021 as follows: Three Months Ended March 31, (in thousands) 2022 2021 Revenues $ 643 $ 567 Total revenues from related parties 643 567 Cost of services (612) (690) General and administrative — (265) Total expense from related parties $ (612) $ (955) The accompanying unaudited condensed consolidated balance sheets include accruals from related parties as of March 31, 2022 and December 31, 2021 as follows: (in thousands) March 31, 2022 December 31, 2021 Current liabilities: Accounts payable $ 2,015 $ 2,297 Total liabilities from related parties $ 2,015 $ 2,297 In 2022 and 2021, 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. |
General Information and Basis_2
General Information and Basis of Accounting (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 2021 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 March 31, 2022 and December 31, 2021, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021 have been included. |
Consolidation | 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 2021 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 March 31, 2022 and December 31, 2021, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021 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 since the first quarter of 2020 as various federal, state, and local governments and private entities mandated, and in some cases continue to mandate, restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter in place orders. For the three months ended March 31, 2022, the Company’s revenues continue to be negatively impacted as a result of the medical charges received on non-COVID claims from customers not yet reaching pre-COVID-19 pandemic levels due to fewer elective medical procedures and non-essential medical services. Such negative impacts, however, have been to a lesser extent compared to the same period in 2020 and 2021 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 evolving 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 | 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 is 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 three months ended March 31, 2022. 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. |
General Information and Basis_3
General Information and Basis of Accounting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by services and contract types: Three Months Ended March 31, (in thousands) 2022 2021 Revenues Network-Based Services $ 68,624 $ 69,365 PSAV 51,963 54,242 PEPM 14,938 13,515 Other 1,723 1,608 Analytics-Based Services 196,118 157,160 PSAV 190,292 153,078 PEPM 5,826 4,082 Payment and Revenue Integrity Services 33,304 28,339 PSAV 33,184 28,280 PEPM 120 59 Total Revenues $ 298,046 $ 254,864 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of March 31, 2022, and December 31, 2021, long-term debt consisted of the following: Key Terms March 31, 2022 December 31, 2021 (in thousands) Character Priority Maturity Coupon Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) $ 1,318,375 $ 1,321,688 5.50% Senior Secured Notes Notes Senior Secured 9/1/2028 5.50% 1,050,000 1,050,000 5.750% Notes Notes Senior Unsecured 11/1/2028 5.750% 1,300,000 1,300,000 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,300,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 49 71 Long-term debt 4,968,424 4,971,759 Less: current portion of long-term debt (13,250) (13,250) Discount - Term Loan B (12,436) (12,864) Discount – Senior Convertible PIK Notes (26,711) (27,715) Less: debt discounts, net (39,147) (40,579) Debt issuance costs - Term Loan B (6,775) (7,008) Debt issuance costs - 5.50% Senior Secured Notes (13,801) (14,188) Debt issuance costs - 5.750% Notes (17,065) (17,590) Less: debt issuance costs, net (37,641) (38,786) Long-term debt, net $ 4,878,386 $ 4,879,144 (1) Beginning December 31, 2021 and quarterly thereafter, we shall repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 4.76% as of March 31, 2022. (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | As of March 31, 2022 and December 31, 2021, the Company's carrying amount and fair value of long-term debt consisted of the following: March 31, 2022 December 31, 2021 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount $ 1,305,939 $ 1,270,026 $ 1,308,824 $ 1,294,312 5.50% Senior Secured Notes 1,050,000 1,008,420 1,050,000 1,029,680 5.750% Notes 1,300,000 1,177,800 1,300,000 1,245,436 Senior Convertible PIK Notes, net of discount 1,273,289 968,336 1,272,285 1,245,958 Finance lease obligations 49 49 71 71 Total Liabilities $ 4,929,277 $ 4,424,631 $ 4,931,180 $ 4,815,457 |
Basic and Diluted Earnings Pe_2
Basic and Diluted Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share was calculated as follows: Three Months Ended March 31, ($ in thousands, except number of shares and per share data) 2022 2021 Numerator for earnings per share calculation Net Income $ 43,978 $ 45,877 Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 638,497,587 655,113,523 Effect of stock-based compensation 517,507 130 Weighted average number of shares outstanding – diluted 639,015,094 655,113,653 Income per share – basic and diluted: Net income per share – basic $ 0.07 $ 0.07 Net income per share – diluted $ 0.07 $ 0.07 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The accompanying unaudited condensed consolidated statements of income and comprehensive income include expenses and revenues to and from related parties for the three months ended March 31, 2022 and 2021 as follows: Three Months Ended March 31, (in thousands) 2022 2021 Revenues $ 643 $ 567 Total revenues from related parties 643 567 Cost of services (612) (690) General and administrative — (265) Total expense from related parties $ (612) $ (955) The accompanying unaudited condensed consolidated balance sheets include accruals from related parties as of March 31, 2022 and December 31, 2021 as follows: (in thousands) March 31, 2022 December 31, 2021 Current liabilities: Accounts payable $ 2,015 $ 2,297 Total liabilities from related parties $ 2,015 $ 2,297 |
General Information and Basis_4
General Information and Basis of Accounting - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 298,046 | $ 254,864 |
Network-Based Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 68,624 | 69,365 |
Network-Based Services | PSAV | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 51,963 | 54,242 |
Network-Based Services | PEPM | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 14,938 | 13,515 |
Network-Based Services | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,723 | 1,608 |
Analytics-Based Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 196,118 | 157,160 |
Analytics-Based Services | PSAV | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 190,292 | 153,078 |
Analytics-Based Services | PEPM | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,826 | 4,082 |
Payment and Revenue Integrity Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 33,304 | 28,339 |
Payment and Revenue Integrity Services | PSAV | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 33,184 | 28,280 |
Payment and Revenue Integrity Services | PEPM | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 120 | $ 59 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Cash interest rate | 6.00% | |
Paid-in-kind interest rate | 7.00% | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Finance lease obligations, non-current | $ 49,000 | $ 71,000 |
Long-term debt | 4,968,424,000 | 4,971,759,000 |
Less: current portion of long-term debt | (13,250,000) | (13,250,000) |
Less: debt discounts, net | (39,147,000) | (40,579,000) |
Less: debt issuance costs, net | (37,641,000) | (38,786,000) |
Long-term debt | $ 4,878,386,000 | 4,879,144,000 |
Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 20.31% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.38% | |
Term Loan B | Variable Rate Option 2 | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.25% | |
Term Loan B | Variable Rate Option 2 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Term Loan B | Variable Rate Option 2 | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread, base rate | 0.50% | |
Term Loan B | Variable Rate Option 1 | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread, base rate | 0.50% | |
5.750% Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 5.75% | |
Revolver B | Variable Rate Option 2 | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.00% | |
Revolver B | Variable Rate Option 2 | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 3.50% | |
Revolver B | Variable Rate Option 2 | Fed Funds Effective Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Revolver B | Variable Rate Option 2 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Revolver B | Variable Rate Option 2 | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread, base rate | 1.00% | |
Term loans | Term Loan B | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,318,375,000 | 1,321,688,000 |
Less: debt discounts, net | (12,436,000) | (12,864,000) |
Less: debt issuance costs, net | $ (6,775,000) | $ (7,008,000) |
Periodic payment, percentage of principal | 0.25% | |
Debt instrument, face amount | $ 1,325,000,000 | |
Debt instrument, effective interest rate, percentage | 4.76% | |
Senior notes | 5.50% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,050,000,000 | 1,050,000,000 |
Interest rate, stated percentage | 5.50% | |
Less: debt issuance costs, net | $ (13,801,000) | (14,188,000) |
Senior notes | 5.750% Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,300,000,000 | 1,300,000,000 |
Interest rate, stated percentage | 5.75% | |
Less: debt issuance costs, net | $ (17,065,000) | (17,590,000) |
PIK Note | Senior Convertible PIK Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,300,000,000 | 1,300,000,000 |
Less: debt discounts, net | $ (26,711,000) | $ (27,715,000) |
PIK Note | Senior Convertible PIK Notes | Common Class A | ||
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion price (in USD per share) | $ 13 |
Private Placement Warrants an_2
Private Placement Warrants and Unvested Founder Shares (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrants or unvested founder shares | $ 29.3 | $ 38 |
Gain on fair value of warrants or unvested founder shares | 8.7 | |
Unvested Founder Shares | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrants or unvested founder shares | 32 | $ 36 |
Gain on fair value of warrants or unvested founder shares | $ 4 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Interest rate, stated percentage | 5.75% | |
Senior notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Interest rate, stated percentage | 5.50% | |
Senior notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Interest rate, stated percentage | 5.75% | |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | $ 4,929,277 | $ 4,931,180 |
Carrying Amount | Term loans | Term Loan B, net of discount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,305,939 | 1,308,824 |
Carrying Amount | Senior notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,050,000 | 1,050,000 |
Carrying Amount | Senior notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,300,000 | 1,300,000 |
Carrying Amount | Convertible notes, net of discount | Senior Convertible PIK Notes, net of discount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,273,289 | 1,272,285 |
Carrying Amount | Finance lease obligations | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 49 | 71 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 4,424,631 | 4,815,457 |
Fair Value | Term loans | Term Loan B, net of discount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,270,026 | 1,294,312 |
Fair Value | Senior notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,008,420 | 1,029,680 |
Fair Value | Senior notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 1,177,800 | 1,245,436 |
Fair Value | Convertible notes, net of discount | Senior Convertible PIK Notes, net of discount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | 968,336 | 1,245,958 |
Fair Value | Finance lease obligations | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt instrument, value | $ 49 | $ 71 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 1.8 | $ 1.8 |
Basic and Diluted Earnings Pe_3
Basic and Diluted Earnings Per Share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator for earnings per share calculation | ||
Net Income | $ 43,978 | $ 45,877 |
Denominator for earnings per share calculation | ||
Weighted average number of shares outstanding – basic (in shares) | 638,497,587 | 655,113,523 |
Effect of stock-based compensation (in shares) | 517,507 | 130 |
Weighted average number of shares outstanding – diluted (in shares) | 639,015,094 | 655,113,653 |
Income per share – basic and diluted: | ||
Net income per share – basic (in usd per share) | $ 0.07 | $ 0.07 |
Net income per share – diluted (in usd per share) | $ 0.07 | $ 0.07 |
Basic and Diluted Earnings Pe_4
Basic and Diluted Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Warrants Outstanding | ||
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 |
Unvested Incentive Plan Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 13,066,509 | 4,303,074 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||
Total revenues from related parties | $ 643 | $ 567 | |
Cost of services | (612) | (690) | |
General and administrative | 0 | (265) | |
Total expense from related parties | (612) | $ (955) | |
Current liabilities: | |||
Accounts payable | 2,015 | $ 2,297 | |
Total liabilities from related parties | $ 2,015 | $ 2,297 |
Uncategorized Items - mpln-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |