MultiPlan (MPLN) 10-Q 3 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Jul. 28, 2023
Class of Stock [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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		649,480,795
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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 ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 89,757	$ 334,046
Restricted cash	6,137	6,513
Trade accounts receivable, net	69,904	78,907
Prepaid expenses	20,523	22,244
Prepaid taxes	17,195	1,351
Other current assets, net	5,512	3,676
Total current assets	209,028	446,737
Property and equipment, net	248,732	232,835
Operating lease right-of-use assets	22,618	24,237
Goodwill	3,829,356	3,705,199
Other intangibles, net	2,805,148	2,940,201
Other assets, net	21,508	21,895
Total assets	7,136,390	7,371,104
Current liabilities:
Accounts payable	15,489	13,295
Accrued interest	56,866	57,982
Operating lease obligation, short-term	5,322	6,363
Current portion of long-term debt	13,250	13,250
Accrued compensation	28,413	34,568
Accrued legal contingencies	12,423	33,923
Other accrued expenses	15,641	16,463
Total current liabilities	147,404	175,844
Long-term debt	4,603,583	4,741,856
Operating lease obligation, long-term	19,716	20,894
Private Placement Warrants and Unvested Founder Shares	4,836	2,442
Deferred income taxes	592,331	639,498
Other liabilities	0	28
Total liabilities	5,367,870	5,580,562
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; 667,381,255 and 666,290,344 issued; 649,480,795 and 639,172,938 shares outstanding	67	67
Additional paid-in capital	2,338,509	2,330,444
Retained deficit	(443,771)	(347,800)
Treasury stock — 17,900,460 and 27,117,406 shares	(126,285)	(192,169)
Total shareholders’ equity	1,768,520	1,790,542
Total liabilities and shareholders’ equity	$ 7,136,390	$ 7,371,104

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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)	667,381,255	666,290,344
Common stock, shares outstanding (in shares)	649,480,795	639,172,938
Treasury stock (in shares)	17,900,460	27,117,406

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 237,991	$ 290,128	$ 474,585	$ 588,174
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	59,007	49,977	113,857	97,049
General and administrative expenses	39,750	40,085	71,217	72,673
Depreciation	18,901	17,171	37,107	33,767
Amortization of intangible assets	85,626	85,127	170,753	170,281
Total expenses	203,284	192,360	392,934	373,770
Operating income	34,707	97,768	81,651	214,404
Interest expense	82,475	72,696	165,903	144,141
Interest income	(2,366)	(46)	(5,605)	(58)
Gain on extinguishment of debt	0	0	(36,778)	0
Gain on investments	0	0	0	(289)
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	763	5,149	2,394	(7,592)
Net (loss) income before taxes	(46,165)	19,969	(44,263)	78,202
(Benefit) provision for income taxes	(9,795)	6,457	(8,102)	20,712
Net (loss) income	$ (36,370)	$ 13,512	$ (36,161)	$ 57,490
Weighted average shares outstanding – Basic (in shares)	643,339,328	639,001,506	640,996,659	638,750,938
Weighted average shares outstanding – Diluted (in shares)	643,339,328	640,097,349	640,996,659	639,709,247
Net (loss) income per share – Basic (in usd per share)	$ (0.06)	$ 0.02	$ (0.06)	$ 0.09
Net (loss) income per share – Diluted (in usd per share)	$ (0.06)	$ 0.02	$ (0.06)	$ 0.09
Comprehensive (loss) income	$ (36,370)	$ 13,512	$ (36,161)	$ 57,490

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock Issued	Additional Paid-in Capital	Retained Deficit	Treasury stock
Balance at beginning of period (in shares) at Dec. 31, 2021		665,456,180
Balance at beginning of period at Dec. 31, 2021	$ 2,344,670	$ 67	$ 2,311,660	$ 225,112	$ (192,169)
Balance at beginning of period (in shares) at Dec. 31, 2021					(27,117,406)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
2020 Omnibus Incentive Plan (in shares)		720,731
2020 Omnibus Incentive Plan	8,889		8,889
Tax withholding related to vesting of equity awards	(2,196)		(2,196)
Net income (loss)	57,490			57,490
Balance at end of period (in shares) at Jun. 30, 2022		666,176,911
Balance at end of period at Jun. 30, 2022	2,408,853	$ 67	2,318,353	282,602	$ (192,169)
Balance at end of period (in shares) at Jun. 30, 2022					(27,117,406)
Balance at beginning of period (in shares) at Mar. 31, 2022		666,045,694
Balance at beginning of period at Mar. 31, 2022	2,391,476	$ 67	2,314,488	269,090	$ (192,169)
Balance at beginning of period (in shares) at Mar. 31, 2022					(27,117,406)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
2020 Omnibus Incentive Plan (in shares)		131,217
2020 Omnibus Incentive Plan	4,104		4,104
Tax withholding related to vesting of equity awards	(239)		(239)
Net income (loss)	13,512			13,512
Balance at end of period (in shares) at Jun. 30, 2022		666,176,911
Balance at end of period at Jun. 30, 2022	$ 2,408,853	$ 67	2,318,353	282,602	$ (192,169)
Balance at end of period (in shares) at Jun. 30, 2022					(27,117,406)
Balance at beginning of period (in shares) at Dec. 31, 2022	639,172,938	666,290,344
Balance at beginning of period at Dec. 31, 2022	$ 1,790,542	$ 67	2,330,444	(347,800)	$ (192,169)
Balance at beginning of period (in shares) at Dec. 31, 2022	(27,117,406)				(27,117,406)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
2020 Omnibus Incentive Plan (in shares)		1,090,911
2020 Omnibus Incentive Plan	$ 8,522		8,522
Tax withholding related to vesting of equity awards	(457)		(457)
Stock consideration paid for BST acquisition (in shares)					21,588,652
Stock consideration paid for BST acquisition	19,214			(59,810)	$ 79,024
Repurchase of common stock (in shares)					(12,371,706)
Repurchase of common stock	(13,140)				$ (13,140)
Net income (loss)	$ (36,161)			(36,161)
Balance at end of period (in shares) at Jun. 30, 2023	649,480,795	667,381,255
Balance at end of period at Jun. 30, 2023	$ 1,768,520	$ 67	2,338,509	(443,771)	$ (126,285)
Balance at end of period (in shares) at Jun. 30, 2023	(17,900,460)				(17,900,460)
Balance at beginning of period (in shares) at Mar. 31, 2023		667,242,169
Balance at beginning of period at Mar. 31, 2023	$ 1,788,276	$ 67	2,333,687	(347,591)	$ (197,887)
Balance at beginning of period (in shares) at Mar. 31, 2023					(32,365,653)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
2020 Omnibus Incentive Plan (in shares)		139,086
2020 Omnibus Incentive Plan	4,827		4,827
Tax withholding related to vesting of equity awards	(5)		(5)
Stock consideration paid for BST acquisition (in shares)					21,588,652
Stock consideration paid for BST acquisition	19,214			(59,810)	$ 79,024
Repurchase of common stock (in shares)					(7,123,459)
Repurchase of common stock	(7,422)				$ (7,422)
Net income (loss)	$ (36,370)			(36,370)
Balance at end of period (in shares) at Jun. 30, 2023	649,480,795	667,381,255
Balance at end of period at Jun. 30, 2023	$ 1,768,520	$ 67	$ 2,338,509	$ (443,771)	$ (126,285)
Balance at end of period (in shares) at Jun. 30, 2023	(17,900,460)				(17,900,460)

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net income (loss)	$ (36,161)	$ 57,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	37,107	33,767
Amortization of intangible assets	170,753	170,281
Amortization of the right-of-use asset	2,865	3,339
Stock-based compensation	8,522	7,234
Deferred income taxes	(47,167)	(59,481)
Non-cash interest costs	5,106	5,192
Gain on extinguishment of debt	(36,778)	0
Gain on equity investments	0	(289)
Loss on disposal of property and equipment	243	2,785
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	2,394	(7,592)
Changes in assets and liabilities:
Accounts receivable, net	11,056	5,900
Prepaid expenses and other assets	522	9,888
Prepaid taxes	(15,844)	5,064
Operating lease obligation	(3,513)	(5,403)
Accounts payable, accrued expenses, legal contingencies and other	(27,205)	7,464
Net cash provided by operating activities	71,900	235,639
Investing activities:
Purchases of property and equipment	(55,095)	(43,399)
Proceeds from sale of investment	0	289
Purchase of equity investments	0	(15,000)
BST Acquisition, net of cash acquired	(141,294)	0
Net cash used in investing activities	(196,389)	(58,110)
Financing activities:
Repayments of Term Loan B	(6,625)	(6,625)
Taxes paid on settlement of vested share awards	(457)	(2,196)
Purchase of treasury stock	(13,140)	0
Net cash used in financing activities	(120,176)	(8,821)
Net (decrease) increase in cash, cash equivalents and restricted cash	(244,665)	168,708
Cash, cash equivalents and restricted cash at beginning of period	340,559	188,379
Cash, cash equivalents and restricted cash at end of period	95,894	357,087
Cash and cash equivalents	89,757	354,310
Restricted cash	6,137	2,777
Cash, cash equivalents and restricted cash at end of period	95,894	357,087
Noncash investing and financing activities:
Purchases of property and equipment not yet paid	4,206	4,589
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	0	40
Supplemental disclosure of cash flow information:
Interest	(161,484)	(139,013)
Income taxes, net of refunds	(55,533)	(72,452)
5.750% Notes Due 2028
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on extinguishment of debt	(36,800)
Financing activities:
Repurchase of 5.750% Notes	$ (99,954)	$ 0

Unaudited Condensed Consolida_6

Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical)	Jun. 30, 2023
5.750% Notes Due 2028
Interest rate, stated percentage (in percent)	5.75%

General Information and Basis o

General Information and Basis of Accounting	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
General Information and Basis of Accounting	General Information and Basis of Accounting General Information We are a leading 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 billing and payment accuracy for payors of healthcare, which include health insurers, self-insured employers, federal and state government-sponsored health plans (collectively "Payors") 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 2022 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, 2023 and December 31, 2022, and its results of operations and cash flows for the three and six months ended June 30, 2023 and 2022 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. 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) 2023 2022 2023 2022 Revenues Network-Based Services $ 57,148 $ 63,420 $ 114,343 $ 132,044 PSAV 41,288 49,282 82,238 101,245 PEPM 14,431 12,801 29,329 27,739 Other 1,429 1,337 2,776 3,060 Analytics-Based Services 151,441 193,294 303,861 389,412 PSAV 143,420 187,517 290,760 377,809 PEPM 7,142 5,777 12,222 11,603 Other 879 — 879 — Payment and Revenue Integrity Services 29,402 33,414 56,381 66,718 PSAV 29,302 33,295 56,174 66,479 PEPM 100 119 207 239 Total Revenues $ 237,991 $ 290,128 $ 474,585 $ 588,174 Percent of PSAV revenues 89.9 % 93.1 % 90.4 % 92.8 % Percent of PEPM revenues 9.1 % 6.4 % 8.8 % 6.7 % Percent of other revenues 1.0 % 0.5 % 0.8 % 0.5 % BST revenues are included in Analytics-Based Services PEPM and Other. 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 Payors 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 customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual 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, 2023. 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. New Accounting Pronouncements Adopted

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Business Combinations	Business Combinations BST Acquisition On May 8, 2023, the Company acquired 100 percent of Benefits Science LLC ("Benefits Science Technologies" or "BST"), a Texas limited liability company offering next generation data and advanced analytics services for $160.5 million, net of acquired cash, consisting of $141.3 million in cash and $19.2 million in Company Class A common stock. This acquisition adds enhanced data and analytics capabilities to our existing services. The BST acquisition was accounted for as a business combination using the acquisition method of accounting. As a result of the BST acquisition and the application of purchase accounting, BST's identifiable assets and liabilities were adjusted to their fair market value as of the acquisition date. For income tax purposes, the acquisition of BST is treated as the acquisition of partnership interests. The resulting intangible assets are amortizable for income tax purposes. Following the consummation of the transactions, the Company will enter into separately recognized transactions with key employees and service providers of BST who will be employed or engaged by the Company, and will be eligible to participate in a long-term incentive and retention program. Pursuant to this incentive and retention program, cash payments will be made to such participant if: (i) subject to limited exceptions, such participant remains employed or engaged by the Company through the date of payment; and (ii) certain threshold, target and maximum annual recurring revenue targets relating to the business of BST are met over three The following table summarizes the consideration transferred to acquire BST and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands): Total consideration $ 161,181 Cash and cash equivalents 673 Trade accounts receivable, net 2,053 Prepaid expenses 204 Property and equipment, net 57 Operating lease right-of-use assets 1,129 Other assets 46 Other intangibles, net (1) 35,700 Accounts payable (717) Other accrued expenses (938) Operating lease obligation, short-term (150) Operating lease obligation, long-term (1,033) Total identifiable net assets 37,024 Goodwill $ 124,157 (1) Includes client relationships of $19.2 million with a remaining useful life of 20 years, technology of $15.5 million with a remaining useful life of 7 years, and non-compete agreements of $1.0 million with a remaining useful life of 5 years. The weighted average remaining useful life of the acquired intangibles subject to amortization is 14 years. 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 BST have been included in the Company's consolidated results from the date of acquisition. In connection with the BST acquisition, the Company incurred transaction costs. The transaction costs have been expensed as incurred and these amounts totaling $6.8 million for the three and six months ended June 30, 2023, are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income. Unaudited Pro Forma Financial Information The following represents pro forma effects of the BST acquisition as if it had occurred on January 1, 2022. The pro forma net loss includes: (1) an increase in amortization of intangible assets of $3.0 million related to added amortization expense associated with intangible assets acquired in the acquisition; and (2) the addition of $11.3 million of transaction costs incurred, together with the income tax effects on (1) through (2). These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition occurred on the first day of the period presented, nor does the pro forma financial information purport to present the results of operations for future periods. The following information for the year ended December 31, 2022 is presented in thousands: Revenues $ 1,090,810 Net loss (586,093)

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt As of June 30, 2023, and December 31, 2022, long-term debt consisted of the following: Key Terms June 30, 2023 December 31, 2022 (in thousands) Character Priority Maturity Coupon Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) $ 1,301,813 $ 1,308,438 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% 1,025,958 1,163,793 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% 23 45 Long-term debt 4,677,794 4,822,276 Less: current portion of long-term debt (13,250) (13,250) Discount - Term Loan B (10,238) (11,129) Discount – Senior Convertible PIK Notes (21,441) (23,600) Less: debt discounts, net (31,679) (34,729) Debt issuance costs - Term Loan B (5,574) (6,060) Debt issuance costs - 5.50% Senior Secured Notes (11,783) (12,608) Debt issuance costs - 5.750% Notes (11,925) (13,773) Less: debt issuance costs, net (29,282) (32,441) Long-term debt, net $ 4,603,583 $ 4,741,856 (1) Beginning December 31, 2021 and quarterly thereafter, we will 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 9.73% as of June 30, 2023. Effective as of July 1, 2023, LIBOR will be replaced by Term SOFR as described in the New Accounting Pronouncements Adopted section of Note 1 General Information and Basis of Accounting (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. During the six months ended June 30, 2023, the Company purchased and cancelled $137.8 million of the 5.750% Notes, resulting in the recognition of a gain on extinguishment of $36.8 million, which is included in gain on extinguishment of debt in the accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income. As of June 30, 2023 and December 31, 2022, the Company was in compliance with all of the debt covenants. See our discussion of Debt Covenants and Events of Default provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Private Placement Warrants and

Private Placement Warrants and Unvested Founder Shares	6 Months Ended
	Jun. 30, 2023
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 is obtained 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, 2023 and December 31, 2022, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) June 30, 2023 December 31, 2022 Private Placement Warrants $ 1,859 $ 953 Unvested Founder Shares $ 2,977 $ 1,489 For the three and six months ended June 30, 2023, the change in fair values was primarily due to the increase in the price of the Company's Class A common stock over that period. The accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income include losses (gains) related to the change in fair value of the Private Placement Warrants and Unvested Founder Shares for the three and six months ended June 30, 2023 and 2022 as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Private Placement Warrants $ 143 $ 932 $ 905 $ (7,840) Unvested Founder Shares 620 4,217 1,489 248 Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares $ 763 $ 5,149 $ 2,394 $ (7,592)

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
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. Cash and cash equivalents as of June 30, 2023 and December 31, 2022 included money market funds of $25.0 million and $250.0 million, respectively, which were valued based on Level 1 measurements using quoted prices in active markets for identical assets. As of June 30, 2023 and December 31, 2022, the Company's carrying amount and fair value of long-term debt consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount $ 1,291,575 $ 1,158,414 $ 1,297,309 $ 1,113,091 5.50% Senior Secured Notes 1,050,000 895,965 1,050,000 823,200 5.750% Notes 1,025,958 774,393 1,163,793 775,086 Senior Convertible PIK Notes, net of discount 1,278,559 875,557 1,276,400 841,148 Finance lease obligations 23 23 45 45 Total Liabilities $ 4,646,115 $ 3,704,352 $ 4,787,547 $ 3,552,570 We estimate the fair value of long-term debt, including current maturities of finance lease obligations, using quoted prices in active markets. As such, this is considered a Level 1 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 impairment charges for these assets for the six months ended June 30, 2023 and $662.2 million impairment charges for fiscal year 2022. Our non-marketable equity securities using the measurement alternative are adjusted to fair value on a non-recurring basis. Adjustments are made when observable transactions for identical or similar investments of the same issuer occur, or due to impairment. These securities are classified as Level 2 in the fair value hierarchy because we estimate the value based on valuation methods using the observable transaction price at the transaction date. At June 30, 2023, the carrying amount of these alternative investments, recorded under Other assets, net in the unaudited condensed consolidated balance sheets, was $15.0 million. There were no write-ups due to observable price changes or write-downs due to impairment in the current period.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
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, 2023 and December 31, 2022. 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, 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 were then 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 asserted 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 alleged 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 sought, 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. While the Company was dismissed from the Delaware Stockholder Litigation, the consolidated lawsuit proceeded against the Churchill Defendants. We had previously agreed to indemnify certain of the Churchill Defendants with respect to the Delaware Stockholder Litigation. On November 17, 2022, the Company and the parties to the Delaware Stockholder Litigation entered into a settlement agreement to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, the Company and its insurers paid $33.75 million in exchange for a broad release of all claims related to the business combination and ownership of Churchill stock and warrants from February 19, 2020 through October 8, 2020. The settlement was paid pursuant to the Company’s indemnification obligations and from available director and officer insurance policies. On February 28, 2023, the Delaware Court of Chancery held a settlement hearing relating to the Delaware Stockholder Litigation and approved the settlement, with the court ruling becoming final 30 days thereafter. As a result, the Delaware Stockholder Litigation has been resolved. 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 accrued legal contingencies 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) income and comprehensive (loss) income during the period of the change and appropriately reflected in accrued legal contingencies on the accompanying unaudited condensed consolidated balance sheets.

Shareholder's Equity

Shareholder's Equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Shareholders' Equity	Shareholder's Equity On February 27, 2023, the Board approved a repurchase program, authorizing, but not obligating, the Company's repurchase of up to an aggregate amount of $100 million of its Class A common stock from time to time through December 31, 2023. As of June 30, 2023, the Company has spent $13.1 million, including commissions, for the repurchase of its Class A common stock as part of this program using cash on hand. On May 8, 2023, the Company issued stock consideration of 21,588,652 shares of Company Class A common stock for the acquisition of BST.

Basic and Diluted (Loss) Earnin

Basic and Diluted (Loss) Earnings Per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Basic and Diluted (Loss) Earnings Per Share	Basic and Diluted (Loss) Earnings Per Share Basic and diluted (loss) earnings 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) 2023 2022 2023 2022 Numerator for earnings per share calculation Net (loss) income $ (36,370) $ 13,512 $ (36,161) $ 57,490 Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 643,339,328 639,001,506 640,996,659 638,750,938 Effect of stock-based compensation — 1,095,843 — 958,309 Weighted average number of shares outstanding – diluted 643,339,328 640,097,349 640,996,659 639,709,247 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.06) $ 0.02 $ (0.06) $ 0.09 Net (loss) income per share – diluted $ (0.06) $ 0.02 $ (0.06) $ 0.09 As of the three and six months ended June 30, 2022, we have excluded from the calculation of diluted net (loss) 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 (loss) income per share awards within the 2020 Omnibus Incentive Plan, whose effect would have been anti-dilutive of 12,939,954 for the three and six months ended June 30, 2022. For the three and six months ended June 30, 2023, potentially dilutive securities were excluded from the calculation of diluted net loss per share, as their effect would have been anti-dilutive given the Company's losses incurred. Therefore, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share is the same.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsThe accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income include related party expenses of $92,000 and $155,000 for the three and six months ended June 30, 2023. These expenses are associated with a software license from Abacus Insights, Inc., customer service software and captive management services from companies controlled by Hellman & Friedman LLC. No related party expenses were incurred during the three and six months ended June 30, 2022.The accompanying unaudited condensed consolidated balance sheets include prepaid expenses of $140,000 and zero from related parties as of June 30, 2023 and December 31, 2022, respectively.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net (loss) income	$ (36,370)	$ 13,512	$ (36,161)	$ 57,490

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

General Information and Basis_2

General Information and Basis of Accounting (Policies)	6 Months Ended
	Jun. 30, 2023
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 2022 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, 2023 and December 31, 2022, and its results of operations and cash flows for the three and six months ended June 30, 2023 and 2022 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 2022 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, 2023 and December 31, 2022, and its results of operations and cash flows for the three and six months ended June 30, 2023 and 2022 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.
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	BST revenues are included in Analytics-Based Services PEPM and Other. 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 Payors 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 customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual 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, 2023. 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.
New Accounting Pronouncements Adopted	New Accounting Pronouncements AdoptedASU 2020-04, 2021-01 and 2022-06, 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. In December 2022, the FASB issued ASU 2022-06, which defers the effective date from December 31, 2022 to December 31, 2024. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2024, except for hedging transactions as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has senior secured credit facilities for which the interest rates are indexed on the LIBOR. The Company transitioned from LIBOR to the Secured Overnight Financing Rate ("Term SOFR") and elected the optional expedients under the standard effective as of July 1, 2023. This adoption did not have any impact on our condensed consolidated financial statements.

General Information and Basis_3

General Information and Basis of Accounting (Tables)	6 Months Ended
	Jun. 30, 2023
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) 2023 2022 2023 2022 Revenues Network-Based Services $ 57,148 $ 63,420 $ 114,343 $ 132,044 PSAV 41,288 49,282 82,238 101,245 PEPM 14,431 12,801 29,329 27,739 Other 1,429 1,337 2,776 3,060 Analytics-Based Services 151,441 193,294 303,861 389,412 PSAV 143,420 187,517 290,760 377,809 PEPM 7,142 5,777 12,222 11,603 Other 879 — 879 — Payment and Revenue Integrity Services 29,402 33,414 56,381 66,718 PSAV 29,302 33,295 56,174 66,479 PEPM 100 119 207 239 Total Revenues $ 237,991 $ 290,128 $ 474,585 $ 588,174 Percent of PSAV revenues 89.9 % 93.1 % 90.4 % 92.8 % Percent of PEPM revenues 9.1 % 6.4 % 8.8 % 6.7 % Percent of other revenues 1.0 % 0.5 % 0.8 % 0.5 %

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Schedule of Business Acquisition	The following table summarizes the consideration transferred to acquire BST and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands): Total consideration $ 161,181 Cash and cash equivalents 673 Trade accounts receivable, net 2,053 Prepaid expenses 204 Property and equipment, net 57 Operating lease right-of-use assets 1,129 Other assets 46 Other intangibles, net (1) 35,700 Accounts payable (717) Other accrued expenses (938) Operating lease obligation, short-term (150) Operating lease obligation, long-term (1,033) Total identifiable net assets 37,024 Goodwill $ 124,157 (1) Includes client relationships of $19.2 million with a remaining useful life of 20 years, technology of $15.5 million with a remaining useful life of 7 years, and non-compete agreements of $1.0 million with a remaining useful life of 5 years. The weighted average remaining useful life of the acquired intangibles subject to amortization is 14 years.
Pro Forma Information	The following information for the year ended December 31, 2022 is presented in thousands: Revenues $ 1,090,810 Net loss (586,093)

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	As of June 30, 2023, and December 31, 2022, long-term debt consisted of the following: Key Terms June 30, 2023 December 31, 2022 (in thousands) Character Priority Maturity Coupon Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) $ 1,301,813 $ 1,308,438 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% 1,025,958 1,163,793 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% 23 45 Long-term debt 4,677,794 4,822,276 Less: current portion of long-term debt (13,250) (13,250) Discount - Term Loan B (10,238) (11,129) Discount – Senior Convertible PIK Notes (21,441) (23,600) Less: debt discounts, net (31,679) (34,729) Debt issuance costs - Term Loan B (5,574) (6,060) Debt issuance costs - 5.50% Senior Secured Notes (11,783) (12,608) Debt issuance costs - 5.750% Notes (11,925) (13,773) Less: debt issuance costs, net (29,282) (32,441) Long-term debt, net $ 4,603,583 $ 4,741,856 (1) Beginning December 31, 2021 and quarterly thereafter, we will 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 9.73% as of June 30, 2023. Effective as of July 1, 2023, LIBOR will be replaced by Term SOFR as described in the New Accounting Pronouncements Adopted section of Note 1 General Information and Basis of Accounting (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 an_2

Private Placement Warrants and Unvested Founder Shares (Tables)	6 Months Ended
	Jun. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Schedule of Fair Value of Private Placement Warrants and Unvested Founder Shares	As of June 30, 2023 and December 31, 2022, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) June 30, 2023 December 31, 2022 Private Placement Warrants $ 1,859 $ 953 Unvested Founder Shares $ 2,977 $ 1,489 Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Private Placement Warrants $ 143 $ 932 $ 905 $ (7,840) Unvested Founder Shares 620 4,217 1,489 248 Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares $ 763 $ 5,149 $ 2,394 $ (7,592)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments	As of June 30, 2023 and December 31, 2022, the Company's carrying amount and fair value of long-term debt consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount $ 1,291,575 $ 1,158,414 $ 1,297,309 $ 1,113,091 5.50% Senior Secured Notes 1,050,000 895,965 1,050,000 823,200 5.750% Notes 1,025,958 774,393 1,163,793 775,086 Senior Convertible PIK Notes, net of discount 1,278,559 875,557 1,276,400 841,148 Finance lease obligations 23 23 45 45 Total Liabilities $ 4,646,115 $ 3,704,352 $ 4,787,547 $ 3,552,570

Basic and Diluted (Loss) Earn_2

Basic and Diluted (Loss) Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Basic and Diluted Earnings Per Share	Basic and diluted (loss) earnings 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) 2023 2022 2023 2022 Numerator for earnings per share calculation Net (loss) income $ (36,370) $ 13,512 $ (36,161) $ 57,490 Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 643,339,328 639,001,506 640,996,659 638,750,938 Effect of stock-based compensation — 1,095,843 — 958,309 Weighted average number of shares outstanding – diluted 643,339,328 640,097,349 640,996,659 639,709,247 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.06) $ 0.02 $ (0.06) $ 0.09 Net (loss) income per share – diluted $ (0.06) $ 0.02 $ (0.06) $ 0.09

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, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 237,991	$ 290,128	$ 474,585	$ 588,174
PSAV | Revenue Benchmark | Contract Type
Disaggregation of Revenue [Line Items]
Customer concentration risk percentage	89.90%	93.10%	90.40%	92.80%
PEPM | Revenue Benchmark | Contract Type
Disaggregation of Revenue [Line Items]
Customer concentration risk percentage	9.10%	6.40%	8.80%	6.70%
Other | Revenue Benchmark | Contract Type
Disaggregation of Revenue [Line Items]
Customer concentration risk percentage	1%	0.50%	0.80%	0.50%
Network-Based Services
Disaggregation of Revenue [Line Items]
Revenues	$ 57,148	$ 63,420	$ 114,343	$ 132,044
Network-Based Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	41,288	49,282	82,238	101,245
Network-Based Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	14,431	12,801	29,329	27,739
Network-Based Services | Other
Disaggregation of Revenue [Line Items]
Revenues	1,429	1,337	2,776	3,060
Analytics-Based Services
Disaggregation of Revenue [Line Items]
Revenues	151,441	193,294	303,861	389,412
Analytics-Based Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	143,420	187,517	290,760	377,809
Analytics-Based Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	7,142	5,777	12,222	11,603
Analytics-Based Services | Other
Disaggregation of Revenue [Line Items]
Revenues	879	0	879	0
Payment and Revenue Integrity Services
Disaggregation of Revenue [Line Items]
Revenues	29,402	33,414	56,381	66,718
Payment and Revenue Integrity Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	29,302	33,295	56,174	66,479
Payment and Revenue Integrity Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	$ 100	$ 119	$ 207	$ 239

Business Combinations - Narrati

Business Combinations - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		16 Months Ended
	May 08, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 08, 2023
Business Acquisition [Line Items]
BST Acquisition, net of cash acquired				$ (141,294)	$ 0
Net income (loss)		$ (36,370)	$ 13,512	(36,161)	$ 57,490
Benefits Science LLC ("BST")
Business Acquisition [Line Items]
Voting equity interest (in percent)	100%					100%
Purchase price net of cash acquired	$ 160,500
BST Acquisition, net of cash acquired	(141,300)
Equity purchase price	19,200
Potential cash payments if target revenue achieved, minimum	66,000					$ 66,000
Potential additional cash payments if maximum target revenue is achieved	$ 16,500					16,500
Transaction costs		$ 6,800		$ 6,800
Benefits Science LLC ("BST") | Acquisition-related Costs
Business Acquisition [Line Items]
Net income (loss)						(11,300)
Benefits Science LLC ("BST") | Increase in amortization of intangible assets
Business Acquisition [Line Items]
Net income (loss)						$ (3,000)
Benefits Science LLC ("BST") | Minimum
Business Acquisition [Line Items]
Period revenue targets must be met for cash payment	3 years					3 years
Benefits Science LLC ("BST") | Maximum
Business Acquisition [Line Items]
Period revenue targets must be met for cash payment	5 years					5 years

Business Combinations - Purchas

Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands	May 08, 2023	Jun. 30, 2023	Dec. 31, 2022
Net assets acquired based on fair values:
Goodwill		$ 3,829,356	$ 3,705,199
Benefits Science LLC ("BST")
Business Acquisition [Line Items]
Total consideration	$ 161,181
Net assets acquired based on fair values:
Cash and cash equivalents	673
Trade accounts receivable, net	2,053
Prepaid expenses	204
Property and equipment, net	57
Operating lease right-of-use assets	1,129
Other assets	46
Other intangibles, net	35,700
Accounts payable	(717)
Other accrued expenses	(938)
Operating lease obligation, short-term	(150)
Operating lease obligation, long-term	(1,033)
Total identifiable net assets	37,024
Goodwill	$ 124,157
Weighted average useful life (in years)	14 years
Benefits Science LLC ("BST") | Client relationships
Net assets acquired based on fair values:
Intangible assets acquired	$ 19,200
Weighted average useful life (in years)	20 years
Benefits Science LLC ("BST") | Technology
Net assets acquired based on fair values:
Intangible assets acquired	$ 15,500
Weighted average useful life (in years)	7 years
Benefits Science LLC ("BST") | Non-Compete Agreement
Net assets acquired based on fair values:
Intangible assets acquired	$ 1,000
Weighted average useful life (in years)	5 years

Business Combinations - Pro For

Business Combinations - Pro Forma Information (Details) - Benefits Science LLC ("BST") $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 1,090,810
Net loss	$ (586,093)

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Dec. 31, 2021	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Long-term debt, net	Long-term debt, net
Finance lease obligations, non-current		$ 23	$ 45
Long-term debt		4,677,794	4,822,276
Less: current portion of long-term debt		(13,250)	(13,250)
Less: debt discounts, net		(31,679)	(34,729)
Less: debt issuance costs, net		(29,282)	(32,441)
Long-term debt, net		$ 4,603,583	4,741,856
Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage (in percent)		3.38%
Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage (in percent)		20.31%
Term Loan B | Variable Rate Option 1
Debt Instrument [Line Items]
Debt instrument, basis spread, base rate		0.50%
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 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1%
Term Loan B | Variable Rate Option 2 | Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread, base rate		0.50%
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 | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		4%
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 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1%
Revolver B | Variable Rate Option 2 | Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread, base rate		1%
Term loans | Term Loan B
Debt Instrument [Line Items]
Long-term debt		$ 1,301,813	1,308,438
Less: debt discounts, net		(10,238)	(11,129)
Less: debt issuance costs, net		(5,574)	(6,060)
Periodic payment, percentage of principal (in percent)	0.25%
Debt instrument, face amount		$ 1,325,000
Debt instrument, effective interest rate, percentage (in percent)		9.73%
Senior notes | 5.50% Senior Secured Notes
Debt Instrument [Line Items]
Long-term debt		$ 1,050,000	1,050,000
Interest rate, stated percentage (in percent)		5.50%
Less: debt issuance costs, net		$ (11,783)	(12,608)
Senior notes | 5.750% Notes
Debt Instrument [Line Items]
Long-term debt		$ 1,025,958	1,163,793
Interest rate, stated percentage (in percent)		5.75%
Less: debt issuance costs, net		$ (11,925)	(13,773)
PIK Note | Senior Convertible PIK Notes
Debt Instrument [Line Items]
Long-term debt		$ 1,300,000	1,300,000
Cash interest rate (in percent)		6%
Paid-in-kind interest rate (in percent)		7%
Less: debt discounts, net		$ (21,441)	$ (23,600)
PIK Note | Senior Convertible PIK Notes | Common Class A
Debt Instrument [Line Items]
Debt instrument, convertible, conversion price (in USD per share)		$ 13

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Gain on extinguishment of debt	$ 0	$ 0	$ 36,778	$ 0
5.750% Notes Due 2028
Debt Instrument [Line Items]
Extinguishment of debt			$ 137,800
Interest rate, stated percentage (in percent)	5.75%		5.75%
Gain on extinguishment of debt			$ 36,800

Private Placement Warrants an_3

Private Placement Warrants and Unvested Founder Shares - Schedule of Warrants and Unvested Founder Shares (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	$ 763	$ 5,149	$ 2,394	$ (7,592)
Private Placement Warrants
Class of Warrant or Right [Line Items]
Fair value of warrants or unvested founder shares	1,859		1,859		$ 953
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	(143)	(932)	(905)	7,840
Unvested Founder Shares
Class of Warrant or Right [Line Items]
Fair value of warrants or unvested founder shares	2,977		2,977		$ 1,489
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	$ (620)	$ (4,217)	$ (1,489)	$ (248)

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash and cash equivalents	$ 89,757,000	$ 334,046,000	$ 354,310,000
Asset impairment charges	0	662,200,000
Fair Value, Inputs, Level 2
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Equity securities	15,000,000
Money Market Funds | Fair Value, Inputs, Level 1
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash and cash equivalents	$ 25,000,000	$ 250,000,000

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest rate, stated percentage (in percent)	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 (in percent)	5.50%
Senior notes | 5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest rate, stated percentage (in percent)	5.75%
Carrying Amount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	$ 4,646,115	$ 4,787,547
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	1,291,575	1,297,309
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 Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	1,025,958	1,163,793
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	1,278,559	1,276,400
Carrying Amount | Finance lease obligations
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	23	45
Fair Value
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	3,704,352	3,552,570
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	1,158,414	1,113,091
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	895,965	823,200
Fair Value | Senior notes | 5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	774,393	775,086
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	875,557	841,148
Fair Value | Finance lease obligations
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	$ 23	$ 45

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	6 Months Ended
	Apr. 09, 2021 lawsuit	Jun. 30, 2023 USD ($) office	Dec. 31, 2022 USD ($)	Nov. 17, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Number of offices | office		3
Letters of credit outstanding		$ 1,800	$ 1,800
Number of class action lawsuits | lawsuit	2
Loss contingency payable				$ 33,750

Shareholder's Equity (Details)

Shareholder's Equity (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	May 08, 2023	Jun. 30, 2023	Jun. 30, 2023	Feb. 27, 2023
Class of Stock [Line Items]
Repurchase of common stock		$ (7,422)	$ (13,140)
Treasury stock
Class of Stock [Line Items]
Repurchase of common stock		$ (7,422)	$ (13,140)
Stock consideration paid for BST acquisition (in shares)		21,588,652	21,588,652
Common Class A
Class of Stock [Line Items]
Stock repurchase program, authorized amount				$ 100,000
Stock consideration paid for BST acquisition (in shares)	21,588,652

Basic and Diluted (Loss) Earn_3

Basic and Diluted (Loss) Earnings Per Share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator for earnings per share calculation
Net (loss) income	$ (36,370)	$ 13,512	$ (36,161)	$ 57,490
Denominator for earnings per share calculation
Weighted average number of shares outstanding – basic (in shares)	643,339,328	639,001,506	640,996,659	638,750,938
Effect of stock-based compensation (in shares)	0	1,095,843	0	958,309
Weighted average number of shares outstanding – diluted (in shares)	643,339,328	640,097,349	640,996,659	639,709,247
(Loss) Income per share – basic and diluted:
Net (loss) income per share – Basic (in usd per share)	$ (0.06)	$ 0.02	$ (0.06)	$ 0.09
Net (loss) income per share – Diluted (in usd per share)	$ (0.06)	$ 0.02	$ (0.06)	$ 0.09

Basic and Diluted (Loss) Earn_4

Basic and Diluted (Loss) Earnings Per Share - Additional Information (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
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)	12,939,954	12,939,954

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Related party expense		$ 0		$ 0
Prepaid expenses	$ 20,523,000		$ 20,523,000		$ 22,244,000
Software License Expense
Related Party Transaction [Line Items]
Related party expense	92,000		155,000
Related Party
Related Party Transaction [Line Items]
Prepaid expenses	$ 140,000		$ 140,000		$ 0