Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39228 | ||
Entity Registrant Name | MULTIPLAN CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3536151 | ||
Entity Address, Address Line One | 115 Fifth Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10003 | ||
City Area Code | 212 | ||
Local Phone Number | 780-2000 | ||
Title of 12(b) Security | Shares of Class A common stock, $0.0001 par value per share | ||
Trading Symbol | MPLN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 865.4 | ||
Entity Common Stock, Shares Outstanding | 644,372,197 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001793229 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Chicago, Illinois |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 71,547 | $ 334,046 |
Restricted cash | 9,947 | 6,513 |
Trade accounts receivable, net | 76,558 | 78,907 |
Prepaid expenses | 23,432 | 22,244 |
Prepaid taxes | 1,364 | 1,351 |
Other current assets, net | 10,745 | 3,676 |
Total current assets | 193,593 | 446,737 |
Property and equipment, net | 267,429 | 232,835 |
Operating lease right-of-use assets | 19,680 | 24,237 |
Goodwill | 3,829,002 | 3,705,199 |
Other intangibles, net | 2,633,207 | 2,940,201 |
Other assets, net | 21,776 | 21,895 |
Total assets | 6,964,687 | 7,371,104 |
Current liabilities: | ||
Accounts payable | 19,590 | 13,295 |
Accrued interest | 56,827 | 57,982 |
Operating lease obligation, short-term | 4,792 | 6,363 |
Current portion of long-term debt | 13,250 | 13,250 |
Accrued compensation | 44,720 | 34,568 |
Accrued legal contingencies | 12,123 | 33,923 |
Other accrued expenses | 15,437 | 16,463 |
Total current liabilities | 166,739 | 175,844 |
Long-term debt | 4,532,733 | 4,741,856 |
Operating lease obligation, long-term | 17,124 | 20,894 |
Private Placement Warrants and Unvested Founder Shares | 477 | 2,442 |
Deferred income taxes | 521,707 | 639,498 |
Other liabilities | 16,783 | 28 |
Total liabilities | 5,255,563 | 5,580,562 |
Commitments and contingencies (Note 13) | ||
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; 667,808,296 and 666,290,344 issued; 648,319,379 and 639,172,938 shares outstanding | 67 | 67 |
Additional paid-in capital | 2,348,505 | 2,330,444 |
Accumulated other comprehensive loss | (11,778) | 0 |
Retained deficit | (499,307) | (347,800) |
Treasury stock — 19,488,917 and 27,117,406 shares | (128,363) | (192,169) |
Total shareholders’ equity | 1,709,124 | 1,790,542 |
Total liabilities and shareholders’ equity | $ 6,964,687 | $ 7,371,104 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, share authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 667,808,296 | 666,290,344 |
Common stock, shares outstanding (in shares) | 648,319,379 | 639,172,938 |
Treasury shares (in shares) | 19,488,917 | 27,117,406 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 961,524 | $ 1,079,716 | $ 1,117,602 |
Costs of services (exclusive of depreciation and amortization of intangible assets shown below) | 235,468 | 204,098 | 175,292 |
General and administrative expenses | 144,057 | 166,837 | 151,095 |
Depreciation | 77,323 | 68,756 | 64,885 |
Amortization of intangible assets | 342,694 | 340,536 | 340,210 |
Loss on impairment of goodwill and intangible assets | 0 | 662,221 | 0 |
Total expenses | 799,542 | 1,442,448 | 731,482 |
Operating income (loss) | 161,982 | (362,732) | 386,120 |
Interest expense | 333,208 | 303,401 | 267,475 |
Interest income | (8,233) | (3,500) | (30) |
(Gain) loss on extinguishment of debt | (53,968) | (34,551) | 15,843 |
Gain on investments | 0 | (289) | (25) |
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares | (1,965) | (67,050) | (32,596) |
Net (loss) income before taxes | (107,060) | (560,743) | 135,453 |
(Benefit) provision for income taxes | (15,363) | 12,169 | 33,373 |
Net (loss) income | $ (91,697) | $ (572,912) | $ 102,080 |
Earnings Per Share, Basic, Other Disclosure [Abstract] | |||
Weighted average shares outstanding – Basic (in shares) | 645,134,657 | 638,925,689 | 651,006,567 |
Weighted average shares outstanding – Diluted (in shares) | 645,134,657 | 638,925,689 | 651,525,791 |
Earnings Per Share, Basic [Abstract] | |||
Net (loss) income per share – Basic (in usd per share) | $ (0.14) | $ (0.90) | $ 0.16 |
Net (loss) income per share – Diluted (in usd per share) | $ (0.14) | $ (0.90) | $ 0.16 |
Unrealized loss on interest rate swap, net of tax | $ (11,778) | $ 0 | $ 0 |
Comprehensive (loss) income | $ (103,475) | $ (572,912) | $ 102,080 |
Consolidated Statements of Shar
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 Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment | Treasury stock |
Beginning balance (in shares) at Dec. 31, 2020 | 664,183,318 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 2,557,865 | $ (227,841) | $ 66 | $ 2,530,410 | $ (233,874) | $ 0 | $ 116,999 | $ 6,033 | $ (89,610) |
Beginning balance (in shares) at Dec. 31, 2020 | (9,107,963) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
2020 Omnibus Incentive Plan (Note 15) (in shares) | 1,272,862 | ||||||||
2020 Omnibus Incentive Plan (Note 15) | 16,355 | $ 1 | 16,354 | ||||||
Tax withholding related to vesting of equity awards (in shares) | (345,733) | ||||||||
Tax withholding related to vesting of equity awards | (3,789) | (1,230) | $ (2,559) | ||||||
Repurchase of common stock (in shares) | (17,663,710) | ||||||||
Repurchase of common stock | (100,000) | $ (100,000) | |||||||
Net (loss) income | 102,080 | 102,080 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 665,456,180 | ||||||||
Ending balance at Dec. 31, 2021 | 2,344,670 | $ 67 | 2,311,660 | 0 | 225,112 | $ (192,169) | |||
Ending balance (in shares) at Dec. 31, 2021 | (27,117,406) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
2020 Omnibus Incentive Plan (Note 15) (in shares) | 834,164 | ||||||||
2020 Omnibus Incentive Plan (Note 15) | 16,739 | 16,739 | |||||||
Tax withholding related to vesting of equity awards | (2,463) | (2,463) | |||||||
Reclassification of Private Placement Warrants (Note 10) | 4,508 | 4,508 | |||||||
Net (loss) income | $ (572,912) | (572,912) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 639,172,938 | 666,290,344 | |||||||
Ending balance at Dec. 31, 2022 | $ 1,790,542 | $ 67 | 2,330,444 | 0 | (347,800) | $ (192,169) | |||
Ending balance (in shares) at Dec. 31, 2022 | (27,117,406) | (27,117,406) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
2020 Omnibus Incentive Plan (Note 15) (in shares) | 1,101,831 | ||||||||
2020 Omnibus Incentive Plan (Note 15) | $ 18,018 | 18,018 | |||||||
Tax withholding related to vesting of equity awards | (465) | (465) | |||||||
Stock consideration paid for BST acquisition (in shares) | 21,588,652 | ||||||||
Stock consideration paid for BST acquisition | (59,810) | $ 79,024 | |||||||
Losses arising during the period on Interest rate swaps | (14,006) | (14,006) | |||||||
Reclassification adjustments for gains included in net income (interest expense) | 2,228 | 2,228 | |||||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 416,121 | ||||||||
Issuance of common stock in connection with employee stock purchase plan | 508 | 508 | |||||||
Repurchase of common stock (in shares) | (13,960,163) | ||||||||
Repurchase of common stock | (15,218) | $ (15,218) | |||||||
Net (loss) income | $ (91,697) | (91,697) | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 648,319,379 | 667,808,296 | |||||||
Ending balance at Dec. 31, 2023 | $ 1,709,124 | $ 67 | $ 2,348,505 | $ (11,778) | $ (499,307) | $ (128,363) | |||
Ending balance (in shares) at Dec. 31, 2023 | (19,488,917) | (19,488,917) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Operating activities: | |||
Net (loss) income | $ (91,697) | $ (572,912) | $ 102,080 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation | 77,323 | 68,756 | 64,885 |
Amortization of intangible assets | 342,694 | 340,536 | 340,210 |
Amortization of the right-of-use asset | 5,769 | 6,367 | 6,963 |
Loss on impairment of goodwill and intangible assets | 0 | 662,221 | 0 |
Stock-based compensation | 18,018 | 16,739 | 18,010 |
Deferred income taxes | (114,060) | (114,378) | (81,929) |
Amortization of debt issuance costs and discounts | 10,663 | 10,539 | 12,259 |
(Gain) loss on extinguishment of debt | (53,968) | (34,551) | 15,843 |
Gain on equity investments | 0 | (289) | 0 |
Loss on disposal of property and equipment | 851 | 1,051 | 2,991 |
Change in fair value of Private Placement Warrants and Unvested Founder Shares | (1,965) | (67,050) | (32,596) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | |||
Accounts receivable, net | 4,402 | 20,998 | (33,826) |
Prepaid expenses and other assets | (6,615) | 2,795 | (6,952) |
Prepaid taxes | (13) | 3,713 | (5,064) |
Operating lease obligation | (6,601) | (6,520) | (5,900) |
Accounts payable and accrued expenses and other | (13,081) | 34,349 | 7,713 |
Net cash provided by operating activities | 171,720 | 372,364 | 404,687 |
Investing activities: | |||
Purchases of property and equipment | (108,852) | (89,735) | (84,590) |
Proceeds from sale of investment | 0 | 289 | 5,641 |
Purchase of equity investments | 0 | (15,000) | 0 |
BST Acquisition, net of cash acquired | (140,940) | 0 | 0 |
HST Acquisition, net of cash acquired | 0 | 0 | 246 |
DHP Acquisition, net of cash acquired | 0 | 0 | (149,676) |
Net cash used in investing activities | (249,792) | (104,446) | (228,379) |
Financing activities: | |||
Taxes paid on settlement of vested share awards | (465) | (2,463) | (3,789) |
Purchase of treasury stock | (15,218) | 0 | (100,000) |
Borrowings on finance leases, net | (30) | (26) | (32) |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 508 | 0 | 0 |
Net cash used in financing activities | (180,993) | (115,738) | (114,684) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (259,065) | 152,180 | 61,624 |
Cash, cash equivalents and restricted cash at beginning of period | 340,559 | 188,379 | 126,755 |
Cash, cash equivalents and restricted cash at end of period | 81,494 | 340,559 | 188,379 |
Cash and cash equivalents | 71,547 | 334,046 | 185,328 |
Restricted cash | 9,947 | 6,513 | 3,051 |
Cash, cash equivalents and restricted cash at end of period | 81,494 | 340,559 | 188,379 |
Noncash investing and financing activities: | |||
Purchases of property and equipment not yet paid | 8,649 | 4,784 | 5,930 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,304 | 3,631 | 6,880 |
Supplemental disclosure of cash flow information: | |||
Interest | (323,396) | (289,766) | (231,049) |
Income taxes, net of refunds | (100,083) | (124,082) | (131,517) |
Term Loan G | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
(Gain) loss on extinguishment of debt | 15,800 | ||
Financing activities: | |||
Repayments of Term Loans | 0 | 0 | (2,341,000) |
5.750% Notes | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
(Gain) loss on extinguishment of debt | (46,900) | ||
Financing activities: | |||
Repurchase of notes | (134,975) | (99,999) | 0 |
Term Loan B | |||
Financing activities: | |||
Repayments of Term Loans | (13,250) | (13,250) | (3,313) |
Issuance of Term Loan B | 0 | 0 | 1,298,930 |
5.50% Senior Secured Notes | |||
Financing activities: | |||
Issuance of 5.50% Senior Secured Notes | 0 | 0 | 1,034,520 |
Senior PIK notes | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
(Gain) loss on extinguishment of debt | (7,100) | ||
Financing activities: | |||
Repurchase of notes | $ (17,563) | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2023 |
5.750% Notes | |
Interest rate, stated percentage (in percent) | 5.75% |
5.50% Senior Secured Notes | |
Interest rate, stated percentage (in percent) | 5.50% |
General Information and Busines
General Information and Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information and Business | General Information and Business General Information MultiPlan Corporation, formerly known as Churchill Capital Corp III, was incorporated in Delaware on October 30, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 12, 2020, Churchill entered into the Merger Agreement by and among First Merger Sub, Second Merger Sub, Holdings, and MultiPlan Parent. On October 8, 2020, the Merger Agreement was consummated and the Transactions were completed. In connection with the Transactions, Churchill changed its name to MultiPlan Corporation and The New York Stock Exchange ticker symbol for its Class A common stock to "MPLN". The Company's warrants traded on The New York Stock Exchange until January 22, 2024 but now trade over the counter under the symbol "MPLNW". Throughout the Notes to 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. Business We are a market leading provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness to the U.S. healthcare industry. Through our proprietary data and technology platform, we provide out-of-network cost management, payment and revenue integrity data and decision science, business-to-business healthcare payments and other services to the Payors of healthcare, which are primarily health insurers and their administrative-services-only platforms, 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. Although the end beneficiary of our services are employers and other plan sponsors and their health plan members, our direct customers are typically Payors, including ASOs and third party administrators ("TPAs"), who go to market with our services to those end customers. We offer these Payors a single interface to our services, which are used in combination or individually to reduce the medical cost burden on their health plan customers, by lowering the per-unit cost of medical services incurred, managing the utilization of medical services, and increasing the likelihood that the services are reimbursed without error and accepted by the provider. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims. The Company, through its operating subsidiary, MultiPlan, Inc., offers its solutions nationally through a range of service lines, which include: • Analytics-Based Services reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Our Analytics-Based Services claim pricing services are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These services are generally priced at a bundled PEPM rate; • Network-Based Services reduce medical cost by providing access to contracted discounts with healthcare providers with whom Payors do not have a contractual relationship, through our expansive network of over 1.4 million healthcare providers, which forms one of the largest independent preferred provider organizations in the United States. Our Network-Based Services Payors are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This service category also includes customized network development and management services for Payors seeking to expand their network footprint using outsourced services. These services are generally priced on a per provider contract or other project-based price; • Payment and Revenue Integrity Services reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore premium dollars underpaid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and Revenue Integrity Services are generally priced based on a percentage of savings achieved; • Data and Decision Science Services reduce medical costs through a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive and prescriptive analytics that enable customers to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning. We formed this new service category in 2023 and accelerated its development through the acquisition of BST. Data and Decisions Science Services are generally priced based on a subscription, licensing, or per-member-per month basis. • Additionally, in 2023 the Company entered into a partnership agreement with ECHO Health, Inc. ("ECHO"), which through a joint marketing and services agreement adds payment processing of healthcare provider claims as well as payments made to other service providers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with US GAAP. The consolidated financial statements include the accounts of all subsidiaries, all of which are wholly owned. The consolidated financial statements include the accounts of the Company and its subsidiaries for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the 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 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. Business Combinations The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the Company then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable assets acquired and liabilities assumed. During the one-year period following the acquisition date, if an adjustment is identified based on new information about facts and circumstances that existed as of the acquisition date, the Company will record measurement-period adjustments related to the acquisitions in the period in which the adjustment is identified. Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interest and any non-controlling interests) less the net recognized amount (which is generally the fair value) of the identifiable assets acquired and liabilities assumed. Transaction costs, other than those associated with the issuance of debt or equity securities incurred in connection with a business combination, are expensed as incurred and included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amount of these investments approximates fair value due to the short maturity of those investments. The Company had deposits in three major financial institutions that exceeded Federal Deposit Insurance Corporation insurance limits. Management believes the credit risk related to these deposits is minimal. Restricted Cash In accordance with local insurance regulations, our insurance captive is required to meet and maintain minimum solvency capital requirements. The cash and cash equivalents held by our insurance captive have been classified in the line item restricted cash in our consolidated balance sheets because the assets are not available to satisfy our current obligations. See the Insurance section of this footnote for additional information on our captive insurance company. Accounts Receivable Accounts receivable are stated at the net amount expected to be collected, using an expected loss methodology that is referred to as the CECL model. Allowance for Doubtful Accounts The Company is paid for virtually all of its services by insurance companies, third-party administrators and employers. Management estimates constraints on variable consideration for anticipated contractual billing adjustments that its customers or the Company may make to invoiced amounts; refer to Revenue Recognition accounting policies for additional detail. Management also maintains allowances for doubtful accounts for estimated losses resulting from the Company's customers' inability to make required payments. The Company establishes an allowance for doubtful accounts based upon a specific customer's credit risk. The following table details the changes in the allowance for doubtful accounts: (in thousands) 2023 2022 2021 Allowance as of January 1, $ 415 $ 415 $ 466 Provision for doubtful accounts 33 — — Write-offs of uncollectible receivables — — (51) Allowance as of December 31, $ 448 $ 415 $ 415 Management regularly evaluates the adequacy of the assumptions used in determining these allowances and adjusts as necessary. Changes in estimates are recognized in the period in which they are determined. Management writes off accounts after all substantial collection efforts have failed and any resulting losses are included in general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and amortized over the estimated useful lives once the software is ready for its intended use. Software training costs, maintenance and repairs are expensed as incurred. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in costs of goods sold and general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, that meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset, generally five years; and costs incurred in the post-implementation/operations stage are expensed as incurred. Leases Substantially all of our operating leases are related to office space we lease in various buildings for our own use. The terms of these non-cancelable operating leases typically require us to pay rent and a share of operating expenses and real estate taxes. We also lease equipment under both operating and finance lease arrangements. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use ("ROU") assets represent the Company's right to control the use of the underlying assets for the lease term and lease liabilities represent the Company's obligations to make lease payments arising from the Company's portfolio of leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term beginning at the lease commencement date. The lease term is the non-cancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified. The operating lease ROU assets are adjusted for lease incentives, any lease payments made prior to the commencement date and initial direct costs, if incurred. Our leases generally do not include an implicit rate; therefore, we use an incremental borrowing rate based on information available at the lease commencement date in determining the present value of future lease payments. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. The lease expense for our operating leases is recognized on a straight-line basis over the lease term and is included in cost of services or general and administrative expenses in our consolidated statements of (loss) income and comprehensive (loss) income. Finance leases are included in property and equipment, net and in long-term debt on our consolidated balance sheets. Our finance leases are not material to the financial statements as a whole. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense is recognized for these short-term leases on a straight-line basis over the lease term. See Note 6 Leases for additional information on leases. Cloud Computing Arrangements - Implementation Costs Implementation costs incurred in cloud computing arrangements that are service contracts are capitalized and amortized over future periods. These costs are recorded at cost less accumulated amortization and are included in other assets on the consolidated balance sheets. We recognize amortization expense for these capitalized implementation costs on a straight-line basis over the term of the hosting arrangements related to the cloud computing service contracts when ready for the intended use, and we include it in other general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. Goodwill and Other Intangible Assets Goodwill is calculated as the excess of the purchase price in an acquisition over the fair value of identifiable net assets acquired. Acquired intangible assets are separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the Company's intent to do so. The Company tests goodwill for impairment at least annually on November 1, or more frequently if there are events or circumstances indicating the carrying value of our reporting unit may exceed its fair value on a more likely than not basis. The impairment assessment compares the fair value of the reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of the reporting unit exceeds its fair value. Important factors that may trigger an impairment review include but are not limited to: • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • significant decline in the trading price of our Class A common stock; and • significant negative industry or economic trends. The Company is required to write down its goodwill and indefinite-lived intangible assets if they are determined to be impaired. The Company tests its goodwill for impairment on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below the operating segment (the component level), discrete financial information is prepared and regularly reviewed by management and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is not required to be performed. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative goodwill impairment test. In the quantitative impairment test of goodwill, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. This estimated enterprise fair value is then reconciled to our market enterprise value at year end within an appropriate implied market participant acquisition premium. Our market enterprise value is defined as our market capitalization plus our long-term debt, less our cash and cash equivalents and our non-operating assets. An implied market participant acquisition premium represents the additional value a buyer would pay to obtain control of the respective reporting unit because having control would lead to either higher cash flows, lower cost of capital or both. The carrying amount of the reporting unit consists of all assets and liabilities used to operate the reporting unit and if that carrying amount of the reporting unit after all of the reporting unit's other assets (excluding goodwill) have been adjusted for impairment exceeds the estimated fair value, an impairment charge is recorded for the amount that its carrying amount, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Indefinite-lived intangible assets, such as certain trademarks with indefinite lives, are subject to an impairment review annually and whenever indicators of impairment exist. We have the option to assess indefinite-lived intangible assets for impairment by first performing qualitative assessments to determine whether it is more-likely-than-not that the fair values of the indefinite-lived intangible assets are less than the carrying amounts. If we determine that it is more-likely-than-not that an indefinite-lived intangible asset is impaired, or if we elect not to perform an initial qualitative assessment, we then perform the quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying amount. In the quantitative impairment test of our indefinite-lived intangibles, we calculate the estimated fair value using the relief from royalty method. Under this method a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value. If the carrying amount exceeds the fair value of the indefinite-lived intangible asset, we write the carrying amount down to the fair value. We performed a quantitative impairment test of goodwill and indefinite-lived intangible assets as of November 1, 2023 and determined that no impairment existed as of November 1, 2023. The Company's management is not aware of any triggering events subsequent to the impairment review, and management concludes no impairment exists as of December 31, 2023. We performed a quantitative impairment test of goodwill and indefinite-lived intangible assets as of November 1, 2022. The estimated fair values of our goodwill and indefinite-lived assets were less than their carrying values and as a result impairment charges of $657.9 million for our goodwill and $4.3 million for our indefinite-lived intangibles were recorded during the year ended December 31, 2022. The loss on impairment of goodwill and intangible assets was primarily due to the impacts of macroeconomic factors. Our discounted cash flow analysis and the relief from royalty analysis utilized a higher discount rate for the 2022 impairment test, primarily due to central banks raising interest rates in 2022. The value of definite-lived intangible assets is recorded at their acquisition date fair value and amortized on a straight-line basis over their estimated lives. The Company tests definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. No definite-lived intangible asset impairment was identified in any of the periods presented. Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 20 years Provider Network 15 years Technology 5 to 7 years Trade Names 1 year to indefinite Non-compete agreements 5 years See Note 7 Goodwill and Other Intangible Assets for additional information. Revenue Recognition All revenue recognized in the consolidated statements of (loss) income and comprehensive (loss) income is considered to be revenue from contracts with customers. Revenue is generated from the compensation received from healthcare Payors in exchange for various cost management services and solutions. Our service offerings include the following: (i) Network-Based Solutions that process claims at a discount compared to billed fee-for-service rates while using an extensive network, (ii) Analytics-Based Solutions that use its leading and proprietary information technology platform to offer customers Analytics-Based Solutions to reduce medical costs and (iii) Payment and Revenue Integrity Solutions that use data, technology and clinical expertise to identify improper, unnecessary and excessive charges. Compensation from Payors includes (1) commissions received for each claim based on the PSAV achieved compared to the providers' billed fee-for service rates and (2) fees for standing ready to provide cost management solutions for each covered member, which are based on a PEPM. Our performance obligation to the customer for a PSAV arrangement is the cost management services provided for each submitted claim regardless of the service offering used to achieve savings, as they are not distinct in the context of the contract. Our performance obligation for PEPM arrangements is to stand ready to process and achieve savings for all covered members each month. For services performed under a PSAV arrangement, the Company enters into a contract with the customer once the claim is submitted. Revenue under a PSAV arrangement is entirely variable and estimated using the expected value method obtained by applying the contractual rates to the materialized savings that can be reliably estimated leveraging extensive historical data of results obtained for claims of similar nature. Revenue is recognized at a point in time where the customer obtains control over the service promised by the Company, which generally occurs when the Company successfully transfers the savings for the claim to the customer. Judgment is not typically required when assessing whether the savings have materialized. Fees from customers for standing ready to provide cost management solutions for each customer's members each month vary depending on the number of employees covered each month. PEPM contracts represent a series of performance obligations to stand ready to provide cost management solutions to our customers' covered employees on a monthly basis with each time increment representing a distinct service. We recognize revenue over time using the time elapsed output method. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Variable consideration is estimated using the expected value method based on our historical experience and best judgment at the time. 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 PSAV 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 when assessing whether estimates of variable consideration are constrained and these estimates are calculated based upon both customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual terms, and performance guarantees. When assessing the estimate of variable consideration, the period of historical experience considered as part of the expected value method requires significant management judgment. We update our estimates at the end of each reporting period as additional information becomes available. 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. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 15 to 30 days. We do not have any significant financing components in our contracts with customers. The Company expenses sales commissions and other costs to obtain a contract when incurred, because our commissions are deemed contingent on factors broader than the simple intention of the contracts and cannot be considered directly incremental. These costs are recorded within cost of services. Practical Expedients and Accounting Policy Elections The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. The Company does not disclose the value of unsatisfied performance obligations, nor do we disclose the timing of revenue recognition for contracts with an original expected length of one year or less. The Company uses a portfolio approach when estimating the amount of consideration it expects to receive from certain classes of customer contracts with similar characteristics, and expects that the difference from applying the new revenue standard to a portfolio of contracts as compared to an individual contract would not result in a material effect on the financial statements. Disaggregation of Revenue The following table presents revenues disaggregated by services and contract types: For the Year Ended December 31, (in thousands) 2023 2022 2021 Revenues Network Services $ 223,394 $ 245,280 $ 278,457 PSAV 158,989 183,742 215,449 PEPM 56,809 55,001 55,684 Other 7,596 6,537 7,324 Analytic-Based Services 625,754 713,715 709,272 PSAV 591,605 691,524 692,880 PEPM 29,396 22,191 16,392 Other 4,753 — — Payment Integrity Services 112,376 120,721 129,873 PSAV 111,962 120,259 129,477 PEPM 414 462 396 Total Revenues $ 961,524 $ 1,079,716 $ 1,117,602 Percent of PSAV revenues 89.7 % 92.2 % 92.9 % Percent of PEPM revenues 9.0 % 7.2 % 6.5 % Percent of other revenues 1.3 % 0.6 % 0.7 % Costs of Services Costs of services consist of all costs specifically associated with claims processing activities for customers, sales and marketing and the development and maintenance of the Company's networks and analytics-based solutions. Insurance The Company employs various risk transfer methodologies in dealing with the various insurance policies it purchases, including, for certain risks, a wholly-owned captive insurance subsidiary. These methodologies include the use of large deductible programs and self-insured retentions with stop loss limits. Errors and omissions liability, directors and officers liability, fiduciary liability, cybersecurity, employment practices liability and crime insurance are all claims made coverages and utilize self-insured retentions subject to an annual aggregate limit. These self-insured retentions range from $100 to $10,000,000 per claim. The Company retains the services of an insurance broker to assess current risk and exposure levels as a standalone entity. The appropriate types and levels of coverage were determined by the Company, and the Company had active policies providing the desired level of coverage deemed necessary by the Company. Health insurance and employee benefits are subject to the participant's deductible amounts with amounts exceeding the deductibles self-insured by the Company. The Company uses historical claim data and loss trends to project incurred losses and record loss reserves. Other factors utilized in determining loss reserves include, but are not limited to, the amount and timing of historical payments, severity of individual claims, jurisdictional considerations, the anticipated future volume of claims, the life span of various types of claims and input from the Company's legal representatives responsible for the defense of these claims. The ultimate value of casualty claims (primarily general liability) and professional liability (primarily errors and omissions) claims may take several years before becoming known. Liabilities associated with the risks that are retained by the Company are not discounted. The Company’s wholly-owned captive insurance subsidiary receives direct premiums, which are netted against the Company’s insurance company costs in general and administrative expenses, in the consolidated statements of (loss) income and comprehensive (loss) income. Stock-Based Compensation The Company's awards are granted via the 2020 Omnibus Incentive Plan in the form of Employee RS, Employee RSUs, Fixed Value RSUs, Employee NQSOs (together "employee awards"), and Director RSUs. The Company also issues shares via the 2023 Employee Stock Purchase Plan (the "ESPP"). Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as compensation expense for employee awards, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions. The compensation expense for Director RSUs is recognized in the same period(s) and in the same manner as if the Company had paid cash in exchange for the goods or services instead of a share-based award. The Company recognizes forfeitures as they occur. We determine the fair value of the Employee RS, Employee RSUs and Director RSUs with time based vesting using the value on our common stock on the date of the grant. We determine the fair value of Employee NQSOs with an exercise price equal to the price of the Company's Class A common stock on the grant date ("at-the-money") using a Black-Scholes option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and the expected term obtained using the simplified method of averaging the vesting term and the original contractual term of the options. The fair value of Employee NQSOs with an exercise price higher than the Company's Class A common stock on the grant date ("out-of-the-money") is estimated on the date of grant using a binomial-lattice option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and a sub optimal exercise factor calibrated to the valuation obtained from the Black-Scholes options model used for a hypothetical at-the-money option with the same vesting schedules. We determine the fair value of the Fixed Value RSUs using the fixed dollar amount of the award. The Fixed Value RSUs are classified as liabilities. Certain assumptions used in the model are subjective and require significant management judgment, and include the (i) risk-free rate, (ii) volatility, (iii) expected term, and (iv) suboptimal exercise factor. The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, prior to January 1, 2022, it estimated its expected stock volatility based on the implied volatility of our publicly traded financial instruments and the historical volatility of a publicly traded set of peer companies. After January 1, 2022, the Company incorporates company-specific historical volatility in its expected stock volatility estimates. The risk-free interest rate is based on the interpolated 5 and 7 year U.S. Treasury constant maturity yields. Changes in these assumptions can materially affect the estimate of the grant date fair value of the Employee NQSOs and ultimately compensation expenses. The ESPP allows eligible employees to contribute a portion of their base earnings toward the quarterly purchase of our common stock. The purchase price is 85% of the fair market value of the stock on the last business day of the offering period and considered compensatory for financial reporting purposes. Any cash withheld from employees over the course of the purchase period is recorded as a liability, until such time that the cash is either returned to the employee (either at their election or upon their termination of employment prior to the end of the purchase period, if allowed or required by the terms of the ESPP) or used to purchase shares at the end of the purchase period. The Company recognizes forfeitures as they occur. See Note 15 Stock-Based Compensation for further information. Private Placement Warrants and Unvested Founder Shares The Company classifies the Private Placement Warrants and Unvested Founder Shares as a liability on its consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement adjustment that does not meet the scope of the fixed-for-fixed exception in ASC 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. Changes in the fair value of these instruments are recognized within change in fair value of Private Placement Warrants and Unvested Founder Shares in the consolidated statements of (loss) income and comprehensive (loss) income. 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 Compa |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements We consider the applicability and impact of all ASUs and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our consolidated financial position. New Accounting Pronouncements Recently Adopted ASU 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 were originally 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 consolidated financial statements. New Accounting Pronouncements Issued but Not Yet Adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which provides enhanced disclosures about significant segment expenses. The standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment. The standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated operating results, cash flows, financial condition and related disclosures. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 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 $160.1 million, net of acquired cash, consisting of $140.9 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 entered into separately recognized transactions with key employees and service providers of BST who are employed or engaged by the Company, and are 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) December 31, 2023 Total consideration transferred in cash $ 160,827 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, net 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 $ 123,803 (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 purchase price was adjusted by $0.4 million to reflect adjustments for working capital and indebtedness and will remain 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 that have been expensed as incurred and these amounts totaling $6.9 million for the year ended December 31, 2023, are included in general and administrative expenses in the accompanying 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) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following as of December 31, 2023 and 2022: As of December 31, 2023 2022 (in thousands) Property Accumulated Property and Property Accumulated Property and Leasehold improvements $ 4,116 $ (2,918) $ 1,198 $ 4,115 $ (3,358) $ 757 Furniture & equipment 3,800 (3,337) 463 5,256 (4,455) 801 Computer hardware 72,269 (44,188) 28,081 60,279 (34,579) 25,700 Computer software 42,000 (35,599) 6,401 40,928 (32,217) 8,711 Capitalized software development 570,632 (339,346) 231,286 473,703 (276,837) 196,866 Total Property and Equipment $ 692,817 $ (425,388) $ 267,429 $ 584,281 $ (351,446) $ 232,835 Furniture and equipment includes assets under finance leases of $0.2 million and $0.2 million with accumulated depreciation of $0.2 million and $0.1 million as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company conducted a review of its property and equipment records and wrote-off assets with a net value of $0.9 million and $1.4 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and non-current operating lease obligation on the consolidated balance sheets. Finance lease ROU assets are included in property and equipment, net, and the current and non-current portion of finance lease liabilities are included in other accrued expenses and long-term debt, respectively, on the consolidated balance sheets. The Company has operating and finance leases for corporate offices and certain equipment. Leases have remaining lease terms ranging from one The Company’s lease costs are recorded in cost of services and general and administrative expenses. Short-term and finance lease expense was determined to not be material. For the years ended December 31, 2023, 2022 and 2021 lease costs are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Operating lease cost $ 7,933 $ 8,491 $ 9,851 Variable lease cost 1,625 1,678 1,629 Total operating lease cost $ 9,558 $ 10,169 $ 11,480 Operating cash flow used for operating leases $ 8,018 $ 8,076 $ 7,709 Future lease payments under operating leases as of December 31, 2023 were as follows: (in thousands) 2024 $ 5,967 2025 5,867 2026 5,175 2027 3,969 2028 1,610 Thereafter 2,611 Total lease payments 25,199 Less: Interest (3,283) Present value of lease liabilities $ 21,916 Additional information related to the Company’s leases as of December 31, 2023 and 2022, respectively, is as follows: For the Year Ended December 31, 2023 2022 Weighted-average remaining lease term 4 years 4 years, 8 months Weighted-average discount rate 5.4 % 5.8 % As of December 31, 2023 and 2022, there were no material lease transactions that we have entered into but have not yet commenced. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and non-current operating lease obligation on the consolidated balance sheets. Finance lease ROU assets are included in property and equipment, net, and the current and non-current portion of finance lease liabilities are included in other accrued expenses and long-term debt, respectively, on the consolidated balance sheets. The Company has operating and finance leases for corporate offices and certain equipment. Leases have remaining lease terms ranging from one The Company’s lease costs are recorded in cost of services and general and administrative expenses. Short-term and finance lease expense was determined to not be material. For the years ended December 31, 2023, 2022 and 2021 lease costs are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Operating lease cost $ 7,933 $ 8,491 $ 9,851 Variable lease cost 1,625 1,678 1,629 Total operating lease cost $ 9,558 $ 10,169 $ 11,480 Operating cash flow used for operating leases $ 8,018 $ 8,076 $ 7,709 Future lease payments under operating leases as of December 31, 2023 were as follows: (in thousands) 2024 $ 5,967 2025 5,867 2026 5,175 2027 3,969 2028 1,610 Thereafter 2,611 Total lease payments 25,199 Less: Interest (3,283) Present value of lease liabilities $ 21,916 Additional information related to the Company’s leases as of December 31, 2023 and 2022, respectively, is as follows: For the Year Ended December 31, 2023 2022 Weighted-average remaining lease term 4 years 4 years, 8 months Weighted-average discount rate 5.4 % 5.8 % As of December 31, 2023 and 2022, there were no material lease transactions that we have entered into but have not yet commenced. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets As of each balance sheet date, other intangible assets consisted of the following: As of December 31, 2023 2022 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,197,480 $ (2,090,703) $ 2,106,777 $ 4,178,280 $ (1,810,880) $ 2,367,400 Provider network 15 years 896,800 (452,386) 444,414 896,800 (392,599) 504,201 Technology 6 years 21,850 (5,455) 16,395 6,350 (2,752) 3,598 Trade names 9 years 2,670 (919) 1,751 2,670 (668) 2,002 Trade names Indefinite 63,000 — 63,000 63,000 — 63,000 Non-compete 5 years 1,000 (130) 870 — — — Total $ 5,182,800 $ (2,549,593) $ 2,633,207 $ 5,147,100 $ (2,206,899) $ 2,940,201 The estimated aggregate amortization expense for each of the five succeeding years is $343.1 million per year. Goodwill for the years ended December 31, 2023 and 2022 are as follows: (in thousands) 2023 2022 Beginning balance, January 1 $ 3,705,199 $ 4,363,070 Acquisitions 124,158 — Measurement period adjustments (355) 51 Loss on impairment — (657,922) Ending balance, December 31 $ 3,829,002 $ 3,705,199 The goodwill arose from the acquisition of the Company in 2016 by Holdings, the HST acquisition in 2020, the DHP acquisition in 2021 and the BST acquisition in 2023. The carrying value of goodwill was $3,829.0 million and $3,705.2 million as of December 31, 2023 and 2022, respectively. In the year ended December 31, 2022, the Company recorded impairment losses of $657.9 million related to the goodwill and $4.3 million related to the indefinite-lived trade names. Impairment losses are included in Loss on impairment of goodwill and intangible assets in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. No impairment was recorded in the year ended December 31, 2023. In the quantitative impairment test of goodwill performed in the years ended December 31, 2023 and 2022, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs.The fair value of our reporting unit exceeded its carrying value by less than 5%. Variances between the actual performance of the Company and the assumptions used in developing the estimate of fair value could result in impairment charges in future periods. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company is exposed to interest rate risk on its floating rate debt. On September 12, 2023, the Company entered into three interest rate swap agreements with a total notional value of $800 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59% as a weighted-average across the three swaps. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The principal objective of these contracts is to reduce the volatility of the cash flows in interest payments associated with the Company's floating rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company's interest rate swaps are highly effective at offsetting the changes in cash outflows and therefore designated as cash flow hedging instruments. The Company records derivatives on the balance sheet at fair value, as described in Note 11 Fair Value Measurements. The gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The following table represents the activity of cash flow hedges included in accumulated other comprehensive income (loss) for the periods presented: (in thousands) 2023 Balance as of January 1 — Unrealized loss recognized in other comprehensive income before reclassifications (14,006) Reclassifications to interest expense 2,228 Balance as of December 31, net of tax $ (11,778) The Company recognized a $2.2 million gain related to the cash flow derivatives for the year ended December 31, 2023. The gain is recognized within interest expense in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. The following table represents fair the fair value of derivative assets and liabilities within the consolidated balance sheets as of December 31: (in thousands) 2023 Derivatives designated as cash flow hedging instruments: Other current assets, net $ 1,822 Other liabilities 16,782 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt As of December 31, 2023, and 2022, outstanding long-term debt is summarized below: Key Terms As of December 31, (in thousands) Character Priority Maturity Coupon 2023 2022 Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) 1,295,188 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% 979,827 1,163,793 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,275,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 15 45 Long-term debt 4,600,030 4,822,276 Less: current portion of long-term debt (13,250) (13,250) Less: debt discounts, net (28,164) (34,729) Less: debt issuance costs, net (25,883) (32,441) Long-term debt, net $ 4,532,733 $ 4,741,856 (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) Term SOFR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable SOFR adjustment, plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the Term SOFR for an interest period of one month, plus the applicable SOFR adjustment, 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% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 9.90% as of December 31, 2023. Prior to July 1, 2023, LIBOR was used to calculate interest on Term Loan B and Revolver B, as described in the New Accounting Pronouncements Recently Adopted section of . (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. As of December 31, 2023, the aggregate future principal payments for long-term debt, including non-current finance lease liabilities, for each of the next five years and thereafter are as follows: ($ in thousands) 2024 $ 13,250 2025 13,265 2026 13,250 2027 1,288,250 2028 3,272,015 Thereafter — Total $ 4,600,030 Debt issuance and redemption On August 24, 2021, MPH issued new senior secured credit facilities composed of $1,325.0 million of Term Loan B and $450.0 million of a Revolver B, and $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes. MPH used the net proceeds from Term Loan B, and the 5.50% Senior Secured Notes to repay all of the outstanding balance of its Term Loan G of $2,341.0 million, and pay fees and expenses in connection therewith. As a result, we recognized a loss on debt extinguishment of $15.8 million in the year ended December 31, 2021 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. During the twelve months ended December 31, 2023, the Company repurchased and cancelled $184.0 million and $25.0 million, of the 5.750% Notes and the Senior Convertible PIK Notes, respectively. The repurchases resulted in the recognition of gain on debt extinguishment of $46.9 million and $7.1 million during the twelve months ended December 31, 2023, regarding the 5.750% Notes and the Senior Convertible PIK Notes, respectively, which are included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. During November and December of 2022, the Company repurchased and cancelled $136.2 million of the 5.750% Notes, resulting in the recognition of a gain on debt extinguishment of $34.6 million in the year ended December 31, 2022 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Debt Discounts Some of our debt instruments have been issued with a discount. These discounts were capitalized and are being amortized over the term of the related debt using the effective interest method. The following table is a summary of the cost and accumulated amortization of debt discounts as of December 31, 2023 and 2022: Original discount % As of December 31, 2023 2022 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 1.0% 13,429 (4,098) 9,331 13,429 (2,300) 11,129 Senior Convertible PIK Notes 2.5% 32,124 (13,291) 18,833 32,500 (8,900) 23,600 Total $ 45,553 $ (17,389) $ 28,164 $ 45,929 $ (11,200) $ 34,729 Debt Issuance Costs In connection with the issuance of our debt instruments, the Company incurred specific expenses related to raising the debt, including commissions, fees and expenses of investment bankers and underwriters, registration and listing fees, accounting and legal fees pertaining to the financing and other external, incremental expenses paid to advisors that were directly attributable to realizing the proceeds of the debt issues. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method. The following table is a summary of the cost and accumulated amortization of debt issuances costs as of December 31, 2023 and 2022: Amortization As of December 31, 2023 2022 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 84 months 7,316 (2,237) 5,079 7,316 (1,256) 6,060 5.750% Notes 96 months 16,198 (6,327) 9,871 18,282 (4,509) 13,773 5.50% Senior Secured Notes 84 months 14,695 (3,762) 10,933 14,695 (2,088) 12,607 Revolver (1) 84 months 4,955 (1,939) 3,016 4,955 (1,115) 3,840 Total $ 43,164 $ (14,265) $ 28,899 $ 45,248 $ (8,968) $ 36,280 (1) The debt issuance costs associated with the revolving credit facility are included in other assets in the accompanying consolidated balance sheets. Interest expense The Company is obligated to pay a commitment fee on the average daily unused amount of Revolver B. The annual commitment fee can range from an annual rate of 0.25% to 0.50% based on the Company's first lien debt to consolidated EBITDA ratio, as defined in the agreement. Interest expense, including commitment fees and amortization of debt issuance costs, were $2.8 million, $2.2 million and $2.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. These amounts are included in interest expense in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Interest expense related to long-term debt was $330.4 million, $301.2 million and $264.8 million for the year ended December 31, 2023, 2022 and 2021, respectively. These amounts are included in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Guarantees The senior secured credit facilities and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien on substantially all of MPH's and the subsidiary guarantors' tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries. All obligations under the debt agreement governing the senior secured credit facilities are unconditionally guaranteed by MPH Acquisition Corp. 1, the direct holding company parent of MPH, and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized restricted subsidiary of MPH (subject to certain exceptions). The 5.50% Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by each of MPH’s wholly owned domestic restricted subsidiaries that guarantee its senior secured credit facilities. The 5.50% Senior Secured Notes are not guaranteed by the Company. The 5.50% Senior Secured Notes and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien shared with the senior secured credit facilities on substantially all of MPH’s and the subsidiary guarantors’ tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries. The 5.750% Notes are jointly and severally guaranteed on a senior unsecured basis by each of the issuer’s wholly owned domestic restricted subsidiaries that guarantee the issuer’s existing senior secured credit facilities. The Senior Convertible PIK Notes are jointly and severally, fully and unconditionally guaranteed by Polaris Intermediate Corp. Debt Covenants and Events of Default The Company is subject to certain affirmative and negative debt covenants under the debt agreements governing our indebtedness that limit our and/or certain of our subsidiaries' ability to engage in specific types of transactions. These covenants limit our and/or certain of our subsidiaries' ability to, among other things: • incur additional indebtedness or issue disqualified or preferred stock; • pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock; • make certain loans, investments or other restricted payments; • transfer or sell certain assets; • incur certain liens; • place restrictions on the ability of its subsidiaries to pay dividends or make other payments to us; • guarantee indebtedness or incur other contingent obligations; • prepay junior debt and make certain investments; • consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of its business units, assets or other properties; and • engage in transactions with our affiliates. Certain covenants related to the 5.50% Senior Secured Notes will cease to apply to the 5.50% Senior Secured Notes for so long as such notes have investment grade ratings from both Moody’s Investors Service, Inc. and S&P Global Ratings. The Revolver Ratio is such that, if, as of the last day of any fiscal quarter of MPH, the aggregate amount of loans under the revolving credit facility, letters of credit issued under the revolving credit facility (to the extent not cash collateralized or backstopped or, in the aggregate, in excess of $10.0 million) and swingline loans are outstanding and/or issued in an aggregate amount greater than 35% of the total commitments in respect of the revolving credit facility at such time, the revolving credit facility will require MPH to maintain a maximum first lien secured leverage ratio of 6.75 to 1.00. As of December 31, 2023 and 2022 we were in compliance with all of the debt covenants. The debt agreements governing the senior secured credit facilities, the 5.750% Notes and the 5.50% Senior Secured Notes contain customary events of default, subject to grace periods and exceptions, which include, among others, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, in the case of the debt agreements governing the senior secured credit facilities and the 5.50% Senior Secured Notes, failure of a guarantee on the liens on material collateral to remain in effect, in the case of the debt agreements governing the senior secured credit facilities, any change of control. Upon the occurrence of an event of default under such debt agreements, the lenders and holders of such debt will be permitted to accelerate the loans and terminate the commitments, as applicable, thereunder and exercise other specified remedies available to the lenders and holders thereunder. |
Private Placement Warrants and
Private Placement Warrants and Unvested Founder Shares | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement Warrants and Unvested Founder Shares | Private Placement Warrants and Unvested Founder Shares In connection with the execution of the Merger Agreement, Churchill and the Insiders entered into a Sponsor Agreement. Pursuant to the terms of the Sponsor Agreement, 12,404,080 of the founder shares and 4,800,000 Private Placement Warrants were unvested as of October 8, 2020 and will re-vest at such time as, during the period starting on October 8, 2021 and ending on October 8, 2025, the closing price of our Class A common stock exceeds $12.50 per share for any forty (40) trading days in a sixty (60) consecutive day period. Such founder shares and Private Placement Warrants that do not re-vest on or before October 8, 2025 will be forfeited and cancelled. The 4,800,000 Private Placement Warrants that vest are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with the Sponsor and other permitted transferees, each of whom will be subject to the same transfer restrictions) until they re-vest. In the event of an "Acquiror Sale" defined by the Sponsor Agreement as (i) a purchase, sale, exchange, business combination or other transaction in which the equity securities of the acquiror, its successor or the surviving entity of such business combination or other transaction are not registered under the Securities Exchange Act of 1934, or listed or quoted for trading on a national securities exchange or (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the acquiror's assets to a third party that is not an affiliate of the Sponsor, the founder shares and Private Placement Warrants that re-vest will change based on the Acquiror Price. If the Acquiror Price is less than $10 per share, no Founder Shares or vesting Private Placement Warrants will vest; if the Acquiror Price exceeds $12.50 per share, all Founder Shares or vesting Private Placement Warrants will vest; and if the Acquiror Price is between $10 per share and $12.50 per share, the number of founder shares or vesting Private Placement warrants that vest will be determined based on linear interpolation between such share price levels. The remaining Founder Shares and vesting Private Placement warrants will be forfeited and cancelled for no consideration. On August 8, 2022, the Sponsor transferred 9,200,000 Private Placement Warrants, including 5,431,302 to individuals not classified as permitted transferees under the warrant agreement and which are, therefore, now redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. As a result, these 5,431,302 warrants were reclassified from Private Placement Warrants and Unvested Founder Shares to additional paid-in capital in the consolidated balance sheets on the transfer date for their fair value of $4.5 million. As of December 31, 2023 and 2022, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) December 31, 2023 December 31, 2022 Private Placement Warrants $ 183 $ 953 Unvested Founder Shares $ 294 $ 1,489 For the years ended December 31, 2023, 2022 and 2021, the change in fair values was primarily due to the change in the stock price of the Company's Class A common stock and the passage of time over that period. The accompanying consolidated statements of (loss) income and comprehensive (loss) income include gains related to the change in fair value of the Private Placement Warrants and Unvested Founder Shares for the years ended December 31, 2023, 2022 and 2021 as follows: For the years ended December 31, (in thousands) 2023 2022 2021 Private Placement Warrants $ (770) $ (32,567) $ (6,423) Unvested Founder Shares (1,195) (34,483) (26,173) Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares $ (1,965) $ (67,050) $ (32,596) The following table shows the significant assumptions in the development of the fair value of the Private Placement Warrants and the Unvested Founder Shares: Year Ended December 31, Significant Unobservable Inputs 2023 2022 Stock price $ 1.44 $ 1.15 Strike price $ 11.50 $ 11.50 Remaining life (in years) 1.75 2.75 Volatility 64.1 % 72.7 % Risk-free interest rate 4.4 % 4.3 % Expected dividend yield — % — % |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022 included money market funds of $20.0 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 December 31, 2023 and 2022, the Company's carrying amount and fair value of long-term debt consisted of the following: As of December 31, 2023 2022 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount 1,285,857 1,243,424 1,297,309 1,113,091 5.750% Notes, net of discount 979,827 805,418 1,163,793 775,086 5.50% Senior Secured Notes 1,050,000 946,050 1,050,000 823,200 Senior Convertible PIK Notes, net of discount 1,256,167 869,268 1,276,400 841,148 Finance lease obligations 15 15 45 45 Total Liabilities $ 4,571,866 $ 3,864,175 $ 4,787,547 $ 3,552,570 We estimate the fair value of long-term debt 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. The Company records derivatives on the balance sheet at fair value, which represents the estimated amounts it would receive or pay upon termination of the derivative prior to the scheduled expiration date. The fair value is derived from model-driven information based on observable Level 2 inputs, such as SOFR forward rates. 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 impairment charges for these assets of $662.2 million for the year ended December 31, 2022, respectively, and no impairment charges for these assets for the years ended December 31, 2023 and 2021. 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 December 31, 2023, the carrying amount of these alternative investments, recorded under Other assets, net in the 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. For additional information related to goodwill, intangible assets, long-lived assets and impairments, see Note 2 Summary of Significant Accounting Policies and Note 7 Goodwill and Other Intangible Assets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company does not have operations in foreign jurisdictions. The provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Current Federal $ 81,479 $ 104,784 $ 95,674 State and local 17,218 21,763 19,628 $ 98,697 $ 126,547 $ 115,302 Deferred Federal $ (104,298) $ (102,496) $ (73,987) State and local (9,762) (11,882) (7,942) (114,060) (114,378) (81,929) Total (benefit) provision from continuing operations $ (15,363) $ 12,169 $ 33,373 The Company's provision for income taxes for the years ending December 31, 2023, 2022 and 2021 continues to be impacted by the TCJA, which was enacted into law on December 22, 2017 and the CARES ACT enacted in 2020. Income tax effects resulting from changes in tax laws are accounted for by the Company in accordance with the authoritative guidance, which requires that these tax effects be recognized in the period in which the law is enacted. The pre-tax loss during the year ended December 31, 2023 of $107.1 million generated an income tax benefit of $15.4 million. The Company also recorded a deferred provision in Other Comprehensive Income "OCI" of $3.7 million. The pre-tax loss during the year ended December 31, 2022 was $560.7 million which generated an income tax provision of $12.2 million. The pre-tax income during the year ended December 31, 2021 of $135.5 million generated an income tax provision of $33.4 million. The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31, 2023, 2022 and 2021 is as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Tax at Statutory $ (22,483) $ (117,756) $ 28,445 Non-Deductible Expenses 71 42 279 Equity Compensation Plan 1,449 575 443 Non-Deductible change in fair value of Private Placement Warrants and Unvested Founder Shares Liability (413) (14,080) (6,845) State Taxes (net) (1,873) 3,711 6,003 Valuation Allowance 17 8 1,127 Goodwill Impairment — 134,548 — Non-Deductible Compensation 45 1,033 1,561 Tax Credits (531) (61) (1,064) Transaction Costs 688 — — Other 11 1 131 State Deferred Rate Changes 7,656 4,148 3,293 Total $ (15,363) $ 12,169 $ 33,373 The effective tax rate for the year ended December 31, 2023 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, non-deductible mark-to-market liability, limitations on executive compensation, non-deductible transaction costs, changes in the Company's deferred state tax rate due to the BST acquisition and client operations, tax credits and state tax benefit. The effective tax rate for the years ended December 31, 2022 and 2021 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, non-deductible mark-to-market liability, non-deductible intangible asset impairment charge, limitations on executive compensation, changes in the Company’s deferred state tax rate due to previous acquisitions, tax credits, operations and state tax expense. The Company incurred an impairment charge of $660.3 million in the fourth quarter of 2022 which was treated for income tax purposes in accordance with ASU 2017-04. Of this impairment charge, $649.9 million resulted in an income tax expense of $136.5 million, since it is permanently non-deductible for income tax purposes. The following are significant deferred income tax assets and liabilities as of December 31, 2023 and 2022: As of December 31, (in thousands) 2023 2022 Deferred income tax assets: Allowances on trade receivables $ 100 $ 82 Net operating loss carryforwards 392 682 Capital loss carryforwards 1,446 1,429 Accrued expenses and reserves 9,948 11,191 Interest limitation carryforward 115,507 77,375 Leases – right-of-use liability 5,277 6,802 Transaction expenses 5,983 6,804 Hedging 3,731 — Other — 556 Valuation allowance (1,446) (1,429) Deferred income tax assets $ 140,938 $ 103,492 Deferred income tax liabilities: Intangible assets 630,191 700,209 Depreciable assets 26,984 36,255 Leases – right-of-use asset 4,752 6,097 Other 718 429 Deferred income tax liabilities 662,645 742,990 Net deferred income tax liabilities $ 521,707 $ 639,498 The Company has NOL carry forwards for federal income tax purposes of $0.7 million, $0.1 million tax effected, that will be available to reduce future taxable income. The utilization of most of these losses is subject to annual limitations under federal income tax law. The Company believes that it will be able to fully utilize these losses under current federal tax law. The remaining net operating losses carry forward indefinitely. The Company has net operating loss carryforwards for state income tax purposes of $0.3 million. The Company believes that it will be able to fully utilize these losses under current state tax laws. The state net operating losses begin to expire in 2025. The Company has disallowed interest carry forwards for federal income tax purposes of $480.8 million, $115.5 million tax effected, that will be available to reduce future taxable income, subject to certain income limitations and which have an indefinite carryforward period. The Company believes it is more likely than not that these interest carryforwards will be fully utilized considering the weight of all positive and negative evidence under current tax laws. During the third and fourth quarters of 2020, the Company marked-to-market certain investments which would result in a capital loss deferred tax asset for which the Company recorded a corresponding valuation allowance. As of December 31, 2023, the Company kept the valuation allowance related to the remaining estimated capital losses in excess of capital gain based on the difference between the tax and book balance of these investments. It is more likely than not the Company will not generate capital gain income to offset these losses. The Company does not have reserves for uncertain tax positions. Any need for a reserve or changes in a reserve would be a component of the Company's tax provision. The Company includes interest and tax penalties as part of the tax provision. The Company does not reasonably expect any other significant changes in the next twelve months. Various regulatory tax authorities periodically examine the Company's and its subsidiaries' tax returns. Tax years December 2020 through 2023 are open for Federal examination. Tax years 2019 through 2023 are still open for examination related to income taxes to various state taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 as of December 31, 2023 and 2022. The Company also has an irrevocable letter of credit to satisfy the obligations of a captive insurance subsidiary in the amount of $6.1 million outstanding as of December 31, 2023 and zero as of December 31, 2022. We are a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations, all which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, we believe they will not have a material adverse effect on our financial condition or results of operations. 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 settlements on the accompanying 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 consolidated statements of (loss) income and comprehensive (loss) income during the period of the change and appropriately reflected in other accrued legal settlements on the accompanying consolidated balance sheets. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 1,500,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2023, there were 667,808,296 shares of Class A common stock issued, excluding (i) 37,541,093 shares of Class A common stock available for future grants under our MultiPlan Corporation 2020 Omnibus Incentive Plan, (ii) the 98,076,924 shares of Class A common stock issuable upon conversion of the Senior Convertible PIK Notes, and (iii) the 58,500,000 shares of Class A common stock issuable upon exercise of the warrants described below. Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock will possess all voting power for the election of directors and all other matters requiring stockholder action and will be entitled to one vote per share on matters to be voted on by stockholders. The holders of our Class A common stock will at all times vote together as one class on all matters submitted to a vote of the common stock. Warrants Each whole Public Warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the warrant agreement, a holder may exercise its Public Warrants only for a whole number of shares of our Class A common stock. This means only a whole public warrant may be exercised at a given time by a holder. The Public Warrants will expire at 5:00 p.m., New York City time, on October 8, 2025 or earlier upon redemption or liquidation. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days' prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and • if, and only if, the closing price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. On January 2, 2024, the NYSE notified the Company, and, on January 3, 2024, publicly announced, that the NYSE has determined to (a) commence proceedings to delist the Public Warrants and (b) immediately suspend trading in the Public Warrants due to "abnormally low" trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company did not appeal the NYSE’s determination and the Public Warrants were delisted on January 22, 2024. The Public Warrants are classified as equity on the Company’s consolidated balance sheet. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) are not redeemable by us so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and will be entitled to certain registration rights. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants. All Private Placement Warrants held by the Sponsor or its permitted transferees are classified as a liability on the Company’s consolidated balance sheets. The Working Capital Warrants have identical terms to the Private Placement Warrants. All Working Capital Warrants held by the Sponsor or its permitted transferees are classified as a liability on its consolidated balance sheets. In connection with the Transactions, the Company issued PIPE Warrants on terms identical to the terms of the Private Placement Warrants, other than the redemption feature exists for all holders of the PIPE Warrants. Each whole PIPE Warrant entitles the holder to purchase one share of our Class A common stock at a price of $12.50 per share. The PIPE Warrants are classified as equity on the Company's consolidated balance sheets. As of December 31, 2023, we had warrants to purchase an aggregate of 58,500,000 shares of Class A common stock outstanding, consisting of: (a) the Public Warrants (warrants to purchase an aggregate of 32,931,302 shares of Class A common), (b) the Private Placement Warrants (warrants to purchase an aggregate of 17,568,698 shares of Class A common stock), (c) the Working Capital Warrants (warrants to purchase an aggregate of 1,500,000 shares of Class A common stock) and (d) the PIPE Warrants (warrants to purchase an aggregate of 6,500,000 shares of Class A common stock). Additional paid-in capital Additional paid-in capital is reported in the shareholders' equity section of the balance sheet and corresponds to the cash that shareholders have given the Company in exchange for stock. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is reported in the shareholders' equity section of the balance sheet and corresponds to the changes in the fair value of interest rate swap agreements designated as cash flow hedges. Treasury stock On August 27, 2021, the Company announced a share repurchase program approved by its board of directors, authorizing, but not obligating, the repurchase of up to an aggregate amount of $250,000,000 of its Class A common stock from time to time through December 31, 2022. For the year ended December 31, 2022, the Company repurchased no shares of its Class A common stock. On February 27, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $100 million of its Class A common stock from time to time in open market transactions. The repurchase program was effective immediately and set to expire on December 31, 2023. On November 8, 2023, the Board of Directors extended the repurchase program through December 31, 2024. For the year ended December 31, 2023, the Company repurchased 13,960,163 shares of its Class A common stock as part of this program using cash on hand for a total amount of $15.2 million. 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. At December 31, 2023 and 2022, there were 19,488,917 and 27,117,406 shares of Class A common stock held in treasury, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company operates under the 2020 Omnibus Incentive Plan effective October 8, 2020. The purpose of the 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company's stockholders. There were originally 85,850,000 shares and as of December 31, 2023 there are 37,541,093 shares of Class A common stock available for the issuance of awards under the 2020 Omnibus Incentive Plan and 19,583,879 shares available for issuance under our ESPP. The Company's CEO, with the approval of the Board, determines participation and the allocation of the Units. Awards under the 2020 Omnibus Incentive Plan typically vest from 6 months to 4 years and are generally subject to either cliff vesting or graded vesting. Awards do not have non-forfeitable rights to dividends or dividend equivalents. The Company has adopted an Incentive Compensation Clawback Policy in order to help ensure that incentive compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets. Non-qualified stock options Non-qualified stock option activity for the year ended December 31, 2023 is summarized below: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at beginning of period 10,982,094 $ 6.91 Awarded — — Forfeited (216,668) 4.96 Outstanding at end of period 10,765,426 $ 6.95 8 years, 9 months $ 2,449 Exercisable at end of period 3,643,124 $ 7.39 8 years, 4 months $ 612 Restricted Stock and Restricted Stock Units Restricted Stock Units activity for the year ended December 31, 2023 is summarized below: Director RSUs Employee RSUs Weighted Average grant date fair value per share Non-vested at beginning of period 155,897 5,245,595 $ 4.44 Awarded 679,053 29,823,563 0.92 Vested (133,626) (1,448,339) 4.58 Forfeited — (1,329,962) 1.62 Non-vested at end of period 701,324 32,290,857 $ 1.29 On August 4, 2021, the Company granted $2.0 million of Fixed Value RSUs to the chief executive officer as part of the side letter agreement entered into on the same date. The required service period of the grant is the time between the grant date and the vesting date of January 31, 2022, and the compensation cost related to the grant was amortized ratably over the service period. This grant is accounted for as liability-classified award because the obligation is based on fixed monetary amount that was known at inception of the obligation, to be settled with a variable number of shares of our common stock based on the volume weighted average trading price of the common stock of the Company over the preceding 30 consecutive trading days prior to the grant's vesting date, which occurred on January 31, 2022. ESPP Our ESPP allows eligible employees to contribute a portion of their base earnings toward the quarterly purchase of our common stock. The purchase price is 85% of the fair market value of the stock on the last business day of the offering period. The number of shares issued under our ESPP was 416,121 for the year ended December 31, 2023. Other share based compensation data The Company has allocated stock based compensation expense under the 2020 Omnibus Incentive Plan and ESPP between costs of services and general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income for the years ending December 31, 2023, 2022 and 2021 as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Cost of services $ 5,532 $ 3,351 $ 2,618 General and administrative 12,486 11,732 15,392 Total stock-based compensation $ 18,018 $ 15,083 $ 18,010 There was $42.1 million |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company sponsors a profit-sharing plan under Section 401(k) of the Internal Revenue Code. The plan covers eligible employees and provides for discretionary employer contributions and a matching contribution subject to certain limitations of employee salary deferrals. Profit sharing expense was immaterial during the periods ended December 31, 2023, 2022, and 2021. |
Basic and Diluted Loss and Earn
Basic and Diluted Loss and Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss and Earnings Per Share | Basic and Diluted Loss and Earnings Per Share Basic and diluted loss and earnings per share was calculated as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, ($ in thousands, except number of shares and per share data) 2023 2022 2021 Numerator for (loss) earnings per share calculation Net (loss) income $ (91,697) $ (572,912) $ 102,080 Denominator for (loss) earnings per share calculation Weighted average number of shares outstanding – basic 645,134,657 638,925,689 651,006,567 Effect of stock-based compensation — — 519,224 Weighted average number of shares outstanding – diluted 645,134,657 638,925,689 651,525,791 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.14) $ (0.90) $ 0.16 Net (loss) income per share – diluted $ (0.14) $ (0.90) $ 0.16 Earnings per share are calculated based on the weighted average number of shares of common stock then outstanding. As of the year ended December 31, 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 4,935,228 for the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The accompanying consolidated statements of (loss) income and comprehensive (loss) income include expenses and revenues to and from related parties for the years ended December 31, 2023, 2022 and 2021 as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 General and administrative 332 (65) 479 Total expense from related parties $ 332 $ (65) $ 479 The accompanying balance sheets include prepaid expenses of $36 thousand and zero from related parties as of December 31, 2023, and 2022. In the years ended December 31, 2023, 2022 and 2021, the related party transactions included the following: • The Company has obtained captive management services and insurance brokered through a company controlled by affiliates of Hellman & Friedman LLC. • The Company reimburses an affiliate of Hellman & Friedman LLC for reasonable out of pocket expenses that include travel, lodging, meals, and any similar expenses. • The Company purchases a software license from Abacus Insights, Inc. • The Company purchases a customer service software from companies controlled by Hellman & Friedman LLC. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net (loss) income | $ (91,697) | $ (572,912) | $ 102,080 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with US GAAP. The consolidated financial statements include the accounts of all subsidiaries, all of which are wholly owned. |
Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates |
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. |
Business Combinations | Business Combinations The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the Company then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable assets acquired and liabilities assumed. During the one-year period following the acquisition date, if an adjustment is identified based on new information about facts and circumstances that existed as of the acquisition date, the Company will record measurement-period adjustments related to the acquisitions in the period in which the adjustment is identified. Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interest and any non-controlling interests) less the net recognized amount (which is generally the fair value) of the identifiable assets acquired and liabilities assumed. Transaction costs, other than those associated with the issuance of debt or equity securities incurred in connection with a business combination, are expensed as incurred and included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. |
Cash and Cash Equivalents, Restricted Cash | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amount of these investments approximates fair value due to the short maturity of those investments. The Company had deposits in three major financial institutions that exceeded Federal Deposit Insurance Corporation insurance limits. Management believes the credit risk related to these deposits is minimal. Restricted Cash |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the net amount expected to be collected, using an expected loss methodology that is referred to as the CECL model. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company is paid for virtually all of its services by insurance companies, third-party administrators and employers. Management estimates constraints on variable consideration for anticipated contractual billing adjustments that its customers or the Company may make to invoiced amounts; refer to Revenue Recognition accounting policies for additional detail. Management also maintains allowances for doubtful accounts for estimated losses resulting from the Company's customers' inability to make required payments. The Company establishes an allowance for doubtful accounts based upon a specific customer's credit risk. Management regularly evaluates the adequacy of the assumptions used in determining these allowances and adjusts as necessary. Changes in estimates are recognized in the period in which they are determined. Management writes off accounts after all substantial collection efforts have failed and any resulting losses are included in general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and amortized over the estimated useful lives once the software is ready for its intended use. Software training costs, maintenance and repairs are expensed as incurred. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in costs of goods sold and general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, that meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset, generally five years; and costs incurred in the post-implementation/operations stage are expensed as incurred. |
Leases | Leases Substantially all of our operating leases are related to office space we lease in various buildings for our own use. The terms of these non-cancelable operating leases typically require us to pay rent and a share of operating expenses and real estate taxes. We also lease equipment under both operating and finance lease arrangements. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use ("ROU") assets represent the Company's right to control the use of the underlying assets for the lease term and lease liabilities represent the Company's obligations to make lease payments arising from the Company's portfolio of leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term beginning at the lease commencement date. The lease term is the non-cancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified. The operating lease ROU assets are adjusted for lease incentives, any lease payments made prior to the commencement date and initial direct costs, if incurred. Our leases generally do not include an implicit rate; therefore, we use an incremental borrowing rate based on information available at the lease commencement date in determining the present value of future lease payments. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. The lease expense for our operating leases is recognized on a straight-line basis over the lease term and is included in cost of services or general and administrative expenses in our consolidated statements of (loss) income and comprehensive (loss) income. Finance leases are included in property and equipment, net and in long-term debt on our consolidated balance sheets. Our finance leases are not material to the financial statements as a whole. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense is recognized for these short-term leases on a straight-line basis over the lease term. |
Cloud Computing Arrangements - Implementation Costs | Cloud Computing Arrangements - Implementation Costs Implementation costs incurred in cloud computing arrangements that are service contracts are capitalized and amortized over future periods. These costs are recorded at cost less accumulated amortization and are included in other assets on the consolidated balance sheets. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is calculated as the excess of the purchase price in an acquisition over the fair value of identifiable net assets acquired. Acquired intangible assets are separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the Company's intent to do so. The Company tests goodwill for impairment at least annually on November 1, or more frequently if there are events or circumstances indicating the carrying value of our reporting unit may exceed its fair value on a more likely than not basis. The impairment assessment compares the fair value of the reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of the reporting unit exceeds its fair value. Important factors that may trigger an impairment review include but are not limited to: • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • significant decline in the trading price of our Class A common stock; and • significant negative industry or economic trends. The Company is required to write down its goodwill and indefinite-lived intangible assets if they are determined to be impaired. The Company tests its goodwill for impairment on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below the operating segment (the component level), discrete financial information is prepared and regularly reviewed by management and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is not required to be performed. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative goodwill impairment test. In the quantitative impairment test of goodwill, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. This estimated enterprise fair value is then reconciled to our market enterprise value at year end within an appropriate implied market participant acquisition premium. Our market enterprise value is defined as our market capitalization plus our long-term debt, less our cash and cash equivalents and our non-operating assets. An implied market participant acquisition premium represents the additional value a buyer would pay to obtain control of the respective reporting unit because having control would lead to either higher cash flows, lower cost of capital or both. The carrying amount of the reporting unit consists of all assets and liabilities used to operate the reporting unit and if that carrying amount of the reporting unit after all of the reporting unit's other assets (excluding goodwill) have been adjusted for impairment exceeds the estimated fair value, an impairment charge is recorded for the amount that its carrying amount, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Indefinite-lived intangible assets, such as certain trademarks with indefinite lives, are subject to an impairment review annually and whenever indicators of impairment exist. We have the option to assess indefinite-lived intangible assets for impairment by first performing qualitative assessments to determine whether it is more-likely-than-not that the fair values of the indefinite-lived intangible assets are less than the carrying amounts. If we determine that it is more-likely-than-not that an indefinite-lived intangible asset is impaired, or if we elect not to perform an initial qualitative assessment, we then perform the quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying amount. In the quantitative impairment test of our indefinite-lived intangibles, we calculate the estimated fair value using the relief from royalty method. Under this method a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value. If the carrying amount exceeds the fair value of the indefinite-lived intangible asset, we write the carrying amount down to the fair value. We performed a quantitative impairment test of goodwill and indefinite-lived intangible assets as of November 1, 2023 and determined that no impairment existed as of November 1, 2023. The Company's management is not aware of any triggering events subsequent to the impairment review, and management concludes no impairment exists as of December 31, 2023. We performed a quantitative impairment test of goodwill and indefinite-lived intangible assets as of November 1, 2022. The estimated fair values of our goodwill and indefinite-lived assets were less than their carrying values and as a result impairment charges of $657.9 million for our goodwill and $4.3 million for our indefinite-lived intangibles were recorded during the year ended December 31, 2022. The loss on impairment of goodwill and intangible assets was primarily due to the impacts of macroeconomic factors. Our discounted cash flow analysis and the relief from royalty analysis utilized a higher discount rate for the 2022 impairment test, primarily due to central banks raising interest rates in 2022. The value of definite-lived intangible assets is recorded at their acquisition date fair value and amortized on a straight-line basis over their estimated lives. The Company tests definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. No definite-lived intangible asset impairment was identified in any of the periods presented. Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 20 years Provider Network 15 years Technology 5 to 7 years Trade Names 1 year to indefinite Non-compete agreements 5 years |
Revenue Recognition / Cost of Services | Revenue Recognition All revenue recognized in the consolidated statements of (loss) income and comprehensive (loss) income is considered to be revenue from contracts with customers. Revenue is generated from the compensation received from healthcare Payors in exchange for various cost management services and solutions. Our service offerings include the following: (i) Network-Based Solutions that process claims at a discount compared to billed fee-for-service rates while using an extensive network, (ii) Analytics-Based Solutions that use its leading and proprietary information technology platform to offer customers Analytics-Based Solutions to reduce medical costs and (iii) Payment and Revenue Integrity Solutions that use data, technology and clinical expertise to identify improper, unnecessary and excessive charges. Compensation from Payors includes (1) commissions received for each claim based on the PSAV achieved compared to the providers' billed fee-for service rates and (2) fees for standing ready to provide cost management solutions for each covered member, which are based on a PEPM. Our performance obligation to the customer for a PSAV arrangement is the cost management services provided for each submitted claim regardless of the service offering used to achieve savings, as they are not distinct in the context of the contract. Our performance obligation for PEPM arrangements is to stand ready to process and achieve savings for all covered members each month. For services performed under a PSAV arrangement, the Company enters into a contract with the customer once the claim is submitted. Revenue under a PSAV arrangement is entirely variable and estimated using the expected value method obtained by applying the contractual rates to the materialized savings that can be reliably estimated leveraging extensive historical data of results obtained for claims of similar nature. Revenue is recognized at a point in time where the customer obtains control over the service promised by the Company, which generally occurs when the Company successfully transfers the savings for the claim to the customer. Judgment is not typically required when assessing whether the savings have materialized. Fees from customers for standing ready to provide cost management solutions for each customer's members each month vary depending on the number of employees covered each month. PEPM contracts represent a series of performance obligations to stand ready to provide cost management solutions to our customers' covered employees on a monthly basis with each time increment representing a distinct service. We recognize revenue over time using the time elapsed output method. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Variable consideration is estimated using the expected value method based on our historical experience and best judgment at the time. 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 PSAV 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 when assessing whether estimates of variable consideration are constrained and these estimates are calculated based upon both customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual terms, and performance guarantees. When assessing the estimate of variable consideration, the period of historical experience considered as part of the expected value method requires significant management judgment. We update our estimates at the end of each reporting period as additional information becomes available. 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. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 15 to 30 days. We do not have any significant financing components in our contracts with customers. The Company expenses sales commissions and other costs to obtain a contract when incurred, because our commissions are deemed contingent on factors broader than the simple intention of the contracts and cannot be considered directly incremental. These costs are recorded within cost of services. Practical Expedients and Accounting Policy Elections The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. The Company does not disclose the value of unsatisfied performance obligations, nor do we disclose the timing of revenue recognition for contracts with an original expected length of one year or less. The Company uses a portfolio approach when estimating the amount of consideration it expects to receive from certain classes of customer contracts with similar characteristics, and expects that the difference from applying the new revenue standard to a portfolio of contracts as compared to an individual contract would not result in a material effect on the financial statements. Disaggregation of Revenue The following table presents revenues disaggregated by services and contract types: For the Year Ended December 31, (in thousands) 2023 2022 2021 Revenues Network Services $ 223,394 $ 245,280 $ 278,457 PSAV 158,989 183,742 215,449 PEPM 56,809 55,001 55,684 Other 7,596 6,537 7,324 Analytic-Based Services 625,754 713,715 709,272 PSAV 591,605 691,524 692,880 PEPM 29,396 22,191 16,392 Other 4,753 — — Payment Integrity Services 112,376 120,721 129,873 PSAV 111,962 120,259 129,477 PEPM 414 462 396 Total Revenues $ 961,524 $ 1,079,716 $ 1,117,602 Percent of PSAV revenues 89.7 % 92.2 % 92.9 % Percent of PEPM revenues 9.0 % 7.2 % 6.5 % Percent of other revenues 1.3 % 0.6 % 0.7 % Costs of Services Costs of services consist of all costs specifically associated with claims processing activities for customers, sales and marketing and the development and maintenance of the Company's networks and analytics-based solutions. |
Insurance | Insurance The Company employs various risk transfer methodologies in dealing with the various insurance policies it purchases, including, for certain risks, a wholly-owned captive insurance subsidiary. These methodologies include the use of large deductible programs and self-insured retentions with stop loss limits. Errors and omissions liability, directors and officers liability, fiduciary liability, cybersecurity, employment practices liability and crime insurance are all claims made coverages and utilize self-insured retentions subject to an annual aggregate limit. These self-insured retentions range from $100 to $10,000,000 per claim. The Company retains the services of an insurance broker to assess current risk and exposure levels as a standalone entity. The appropriate types and levels of coverage were determined by the Company, and the Company had active policies providing the desired level of coverage deemed necessary by the Company. Health insurance and employee benefits are subject to the participant's deductible amounts with amounts exceeding the deductibles self-insured by the Company. The Company uses historical claim data and loss trends to project incurred losses and record loss reserves. Other factors utilized in determining loss reserves include, but are not limited to, the amount and timing of historical payments, severity of individual claims, jurisdictional considerations, the anticipated future volume of claims, the life span of various types of claims and input from the Company's legal representatives responsible for the defense of these claims. The ultimate value of casualty claims (primarily general liability) and professional liability (primarily errors and omissions) claims may take several years before becoming known. Liabilities associated with the risks that are retained by the Company are not discounted. The Company’s wholly-owned captive insurance subsidiary receives direct premiums, which are netted against the Company’s insurance company costs in general and administrative expenses, in the consolidated statements of (loss) income and comprehensive (loss) income. |
Stock-Based Compensation | Stock-Based Compensation The Company's awards are granted via the 2020 Omnibus Incentive Plan in the form of Employee RS, Employee RSUs, Fixed Value RSUs, Employee NQSOs (together "employee awards"), and Director RSUs. The Company also issues shares via the 2023 Employee Stock Purchase Plan (the "ESPP"). Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as compensation expense for employee awards, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions. The compensation expense for Director RSUs is recognized in the same period(s) and in the same manner as if the Company had paid cash in exchange for the goods or services instead of a share-based award. The Company recognizes forfeitures as they occur. We determine the fair value of the Employee RS, Employee RSUs and Director RSUs with time based vesting using the value on our common stock on the date of the grant. We determine the fair value of Employee NQSOs with an exercise price equal to the price of the Company's Class A common stock on the grant date ("at-the-money") using a Black-Scholes option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and the expected term obtained using the simplified method of averaging the vesting term and the original contractual term of the options. The fair value of Employee NQSOs with an exercise price higher than the Company's Class A common stock on the grant date ("out-of-the-money") is estimated on the date of grant using a binomial-lattice option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and a sub optimal exercise factor calibrated to the valuation obtained from the Black-Scholes options model used for a hypothetical at-the-money option with the same vesting schedules. We determine the fair value of the Fixed Value RSUs using the fixed dollar amount of the award. The Fixed Value RSUs are classified as liabilities. Certain assumptions used in the model are subjective and require significant management judgment, and include the (i) risk-free rate, (ii) volatility, (iii) expected term, and (iv) suboptimal exercise factor. The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, prior to January 1, 2022, it estimated its expected stock volatility based on the implied volatility of our publicly traded financial instruments and the historical volatility of a publicly traded set of peer companies. After January 1, 2022, the Company incorporates company-specific historical volatility in its expected stock volatility estimates. The risk-free interest rate is based on the interpolated 5 and 7 year U.S. Treasury constant maturity yields. Changes in these assumptions can materially affect the estimate of the grant date fair value of the Employee NQSOs and ultimately compensation expenses. |
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 consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement adjustment that does not meet the scope of the fixed-for-fixed exception in ASC 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. Changes in the fair value of these instruments are recognized within change in fair value of Private Placement Warrants and Unvested Founder Shares in the consolidated statements of (loss) income and comprehensive (loss) income. 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. We determine the fair value of the Private Placement Warrants and Unvested Founder Shares using an option pricing model while taking into consideration (i) the price of the Company's Class A common stock, (ii) transfer restrictions, and (iii) vesting hurdles, as applicable. The simulation was based on a risk neutral framework which is a common technique for valuing financial derivatives that possess optionality. |
Customer Concentration | Customer Concentration Three customers individually accounted for 25%, 22% and 8% of revenues for the year ended December 31, 2023, three customers individually accounted for 32%, 20% and 10% of revenues for the year ended December 31, 2022 and three customers individually accounted for 34%, 19% and 10% for the year ended December 31, 2021. The loss of the business of one or more of our larger customers could have a material adverse effect on our results of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and accounts receivable, approximate their fair values due to their short maturities. |
Derivatives | Derivatives Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. In September 2023, the Company entered into interest rate swap agreements to effectively convert some of its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized for deductible temporary differences, net operating loss carry forwards and tax credit carry forwards if it is more likely than not that the tax benefits will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company evaluates all factors on a regular basis to determine the amount of deferred income tax assets to recognize in the financial statements, including its recent earnings history, current and projected future taxable income, the number of years its net operating loss and tax credits can be carried forward, the existence of taxable temporary differences and available tax planning strategies. |
Loss and Earnings per Common Share | Loss and Earnings per Common Share The Company calculates basic EPS based on the weighted average number of common shares outstanding for the period. The Company determines diluted EPS using the weighted-average number of common shares outstanding during the period, adjusted for potentially dilutive shares associated with warrants, shares which may be issued upon conversion of the Senior Convertible PIK Notes, Unvested Founder Shares and awards within the 2020 Omnibus Incentive Plan (collectively, common stock equivalents), using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle the share-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares. Out-of-the-money common stock equivalents are considered anti-dilutive and are excluded in the computation of diluted EPS. In periods when the Company records net loss, common stock equivalents are excluded in the computation of diluted EPS because their inclusion would be anti-dilutive. |
New Accounting Pronouncements Recently Adopted / New Accounting Pronouncements Issued but Not Yet Adopted | New Accounting Pronouncements Recently Adopted ASU 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 were originally 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 consolidated financial statements. New Accounting Pronouncements Issued but Not Yet Adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which provides enhanced disclosures about significant segment expenses. The standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment. The standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated operating results, cash flows, financial condition and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table details the changes in the allowance for doubtful accounts: (in thousands) 2023 2022 2021 Allowance as of January 1, $ 415 $ 415 $ 466 Provision for doubtful accounts 33 — — Write-offs of uncollectible receivables — — (51) Allowance as of December 31, $ 448 $ 415 $ 415 |
Property, Plant and Equipment | The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Property and equipment, net consisted of the following as of December 31, 2023 and 2022: As of December 31, 2023 2022 (in thousands) Property Accumulated Property and Property Accumulated Property and Leasehold improvements $ 4,116 $ (2,918) $ 1,198 $ 4,115 $ (3,358) $ 757 Furniture & equipment 3,800 (3,337) 463 5,256 (4,455) 801 Computer hardware 72,269 (44,188) 28,081 60,279 (34,579) 25,700 Computer software 42,000 (35,599) 6,401 40,928 (32,217) 8,711 Capitalized software development 570,632 (339,346) 231,286 473,703 (276,837) 196,866 Total Property and Equipment $ 692,817 $ (425,388) $ 267,429 $ 584,281 $ (351,446) $ 232,835 |
Schedule of Finite-Lived Intangible Assets | Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 20 years Provider Network 15 years Technology 5 to 7 years Trade Names 1 year to indefinite Non-compete agreements 5 years As of each balance sheet date, other intangible assets consisted of the following: As of December 31, 2023 2022 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,197,480 $ (2,090,703) $ 2,106,777 $ 4,178,280 $ (1,810,880) $ 2,367,400 Provider network 15 years 896,800 (452,386) 444,414 896,800 (392,599) 504,201 Technology 6 years 21,850 (5,455) 16,395 6,350 (2,752) 3,598 Trade names 9 years 2,670 (919) 1,751 2,670 (668) 2,002 Trade names Indefinite 63,000 — 63,000 63,000 — 63,000 Non-compete 5 years 1,000 (130) 870 — — — Total $ 5,182,800 $ (2,549,593) $ 2,633,207 $ 5,147,100 $ (2,206,899) $ 2,940,201 |
Disaggregation of Revenue | The following table presents revenues disaggregated by services and contract types: For the Year Ended December 31, (in thousands) 2023 2022 2021 Revenues Network Services $ 223,394 $ 245,280 $ 278,457 PSAV 158,989 183,742 215,449 PEPM 56,809 55,001 55,684 Other 7,596 6,537 7,324 Analytic-Based Services 625,754 713,715 709,272 PSAV 591,605 691,524 692,880 PEPM 29,396 22,191 16,392 Other 4,753 — — Payment Integrity Services 112,376 120,721 129,873 PSAV 111,962 120,259 129,477 PEPM 414 462 396 Total Revenues $ 961,524 $ 1,079,716 $ 1,117,602 Percent of PSAV revenues 89.7 % 92.2 % 92.9 % Percent of PEPM revenues 9.0 % 7.2 % 6.5 % Percent of other revenues 1.3 % 0.6 % 0.7 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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) December 31, 2023 Total consideration transferred in cash $ 160,827 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, net 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 $ 123,803 (1) |
Business Acquisition, 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) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Property and equipment, net consisted of the following as of December 31, 2023 and 2022: As of December 31, 2023 2022 (in thousands) Property Accumulated Property and Property Accumulated Property and Leasehold improvements $ 4,116 $ (2,918) $ 1,198 $ 4,115 $ (3,358) $ 757 Furniture & equipment 3,800 (3,337) 463 5,256 (4,455) 801 Computer hardware 72,269 (44,188) 28,081 60,279 (34,579) 25,700 Computer software 42,000 (35,599) 6,401 40,928 (32,217) 8,711 Capitalized software development 570,632 (339,346) 231,286 473,703 (276,837) 196,866 Total Property and Equipment $ 692,817 $ (425,388) $ 267,429 $ 584,281 $ (351,446) $ 232,835 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost | For the years ended December 31, 2023, 2022 and 2021 lease costs are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Operating lease cost $ 7,933 $ 8,491 $ 9,851 Variable lease cost 1,625 1,678 1,629 Total operating lease cost $ 9,558 $ 10,169 $ 11,480 Operating cash flow used for operating leases $ 8,018 $ 8,076 $ 7,709 Additional information related to the Company’s leases as of December 31, 2023 and 2022, respectively, is as follows: For the Year Ended December 31, 2023 2022 Weighted-average remaining lease term 4 years 4 years, 8 months Weighted-average discount rate 5.4 % 5.8 % |
Schedule of Operating Lease Liability Maturity | Future lease payments under operating leases as of December 31, 2023 were as follows: (in thousands) 2024 $ 5,967 2025 5,867 2026 5,175 2027 3,969 2028 1,610 Thereafter 2,611 Total lease payments 25,199 Less: Interest (3,283) Present value of lease liabilities $ 21,916 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 20 years Provider Network 15 years Technology 5 to 7 years Trade Names 1 year to indefinite Non-compete agreements 5 years As of each balance sheet date, other intangible assets consisted of the following: As of December 31, 2023 2022 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,197,480 $ (2,090,703) $ 2,106,777 $ 4,178,280 $ (1,810,880) $ 2,367,400 Provider network 15 years 896,800 (452,386) 444,414 896,800 (392,599) 504,201 Technology 6 years 21,850 (5,455) 16,395 6,350 (2,752) 3,598 Trade names 9 years 2,670 (919) 1,751 2,670 (668) 2,002 Trade names Indefinite 63,000 — 63,000 63,000 — 63,000 Non-compete 5 years 1,000 (130) 870 — — — Total $ 5,182,800 $ (2,549,593) $ 2,633,207 $ 5,147,100 $ (2,206,899) $ 2,940,201 |
Schedule of Goodwill | Goodwill for the years ended December 31, 2023 and 2022 are as follows: (in thousands) 2023 2022 Beginning balance, January 1 $ 3,705,199 $ 4,363,070 Acquisitions 124,158 — Measurement period adjustments (355) 51 Loss on impairment — (657,922) Ending balance, December 31 $ 3,829,002 $ 3,705,199 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table represents the activity of cash flow hedges included in accumulated other comprehensive income (loss) for the periods presented: (in thousands) 2023 Balance as of January 1 — Unrealized loss recognized in other comprehensive income before reclassifications (14,006) Reclassifications to interest expense 2,228 Balance as of December 31, net of tax $ (11,778) |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table represents fair the fair value of derivative assets and liabilities within the consolidated balance sheets as of December 31: (in thousands) 2023 Derivatives designated as cash flow hedging instruments: Other current assets, net $ 1,822 Other liabilities 16,782 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of December 31, 2023, and 2022, outstanding long-term debt is summarized below: Key Terms As of December 31, (in thousands) Character Priority Maturity Coupon 2023 2022 Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) 1,295,188 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% 979,827 1,163,793 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,275,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 15 45 Long-term debt 4,600,030 4,822,276 Less: current portion of long-term debt (13,250) (13,250) Less: debt discounts, net (28,164) (34,729) Less: debt issuance costs, net (25,883) (32,441) Long-term debt, net $ 4,532,733 $ 4,741,856 (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) Term SOFR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable SOFR adjustment, plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the Term SOFR for an interest period of one month, plus the applicable SOFR adjustment, 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% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 9.90% as of December 31, 2023. Prior to July 1, 2023, LIBOR was used to calculate interest on Term Loan B and Revolver B, as described in the New Accounting Pronouncements Recently Adopted section of . (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. |
Schedule of Maturities of Long-term Debt | As of December 31, 2023, the aggregate future principal payments for long-term debt, including non-current finance lease liabilities, for each of the next five years and thereafter are as follows: ($ in thousands) 2024 $ 13,250 2025 13,265 2026 13,250 2027 1,288,250 2028 3,272,015 Thereafter — Total $ 4,600,030 |
Schedule of Debt Discount Cost Amortization | The following table is a summary of the cost and accumulated amortization of debt discounts as of December 31, 2023 and 2022: Original discount % As of December 31, 2023 2022 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 1.0% 13,429 (4,098) 9,331 13,429 (2,300) 11,129 Senior Convertible PIK Notes 2.5% 32,124 (13,291) 18,833 32,500 (8,900) 23,600 Total $ 45,553 $ (17,389) $ 28,164 $ 45,929 $ (11,200) $ 34,729 |
Schedule of Debt Issuance Cost Amortization | The following table is a summary of the cost and accumulated amortization of debt issuances costs as of December 31, 2023 and 2022: Amortization As of December 31, 2023 2022 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 84 months 7,316 (2,237) 5,079 7,316 (1,256) 6,060 5.750% Notes 96 months 16,198 (6,327) 9,871 18,282 (4,509) 13,773 5.50% Senior Secured Notes 84 months 14,695 (3,762) 10,933 14,695 (2,088) 12,607 Revolver (1) 84 months 4,955 (1,939) 3,016 4,955 (1,115) 3,840 Total $ 43,164 $ (14,265) $ 28,899 $ 45,248 $ (8,968) $ 36,280 (1) The debt issuance costs associated with the revolving credit facility are included in other assets in the accompanying consolidated balance sheets. |
Private Placement Warrants an_2
Private Placement Warrants and Unvested Founder Shares (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Debt Securities, Trading, and Equity Securities, FV-NI | As of December 31, 2023 and 2022, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) December 31, 2023 December 31, 2022 Private Placement Warrants $ 183 $ 953 Unvested Founder Shares $ 294 $ 1,489 For the years ended December 31, (in thousands) 2023 2022 2021 Private Placement Warrants $ (770) $ (32,567) $ (6,423) Unvested Founder Shares (1,195) (34,483) (26,173) Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares $ (1,965) $ (67,050) $ (32,596) The following table shows the significant assumptions in the development of the fair value of the Private Placement Warrants and the Unvested Founder Shares: Year Ended December 31, Significant Unobservable Inputs 2023 2022 Stock price $ 1.44 $ 1.15 Strike price $ 11.50 $ 11.50 Remaining life (in years) 1.75 2.75 Volatility 64.1 % 72.7 % Risk-free interest rate 4.4 % 4.3 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | As of December 31, 2023 and 2022, the Company's carrying amount and fair value of long-term debt consisted of the following: As of December 31, 2023 2022 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount 1,285,857 1,243,424 1,297,309 1,113,091 5.750% Notes, net of discount 979,827 805,418 1,163,793 775,086 5.50% Senior Secured Notes 1,050,000 946,050 1,050,000 823,200 Senior Convertible PIK Notes, net of discount 1,256,167 869,268 1,276,400 841,148 Finance lease obligations 15 15 45 45 Total Liabilities $ 4,571,866 $ 3,864,175 $ 4,787,547 $ 3,552,570 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company does not have operations in foreign jurisdictions. The provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Current Federal $ 81,479 $ 104,784 $ 95,674 State and local 17,218 21,763 19,628 $ 98,697 $ 126,547 $ 115,302 Deferred Federal $ (104,298) $ (102,496) $ (73,987) State and local (9,762) (11,882) (7,942) (114,060) (114,378) (81,929) Total (benefit) provision from continuing operations $ (15,363) $ 12,169 $ 33,373 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31, 2023, 2022 and 2021 is as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Tax at Statutory $ (22,483) $ (117,756) $ 28,445 Non-Deductible Expenses 71 42 279 Equity Compensation Plan 1,449 575 443 Non-Deductible change in fair value of Private Placement Warrants and Unvested Founder Shares Liability (413) (14,080) (6,845) State Taxes (net) (1,873) 3,711 6,003 Valuation Allowance 17 8 1,127 Goodwill Impairment — 134,548 — Non-Deductible Compensation 45 1,033 1,561 Tax Credits (531) (61) (1,064) Transaction Costs 688 — — Other 11 1 131 State Deferred Rate Changes 7,656 4,148 3,293 Total $ (15,363) $ 12,169 $ 33,373 |
Schedule of Deferred Tax Assets and Liabilities | The following are significant deferred income tax assets and liabilities as of December 31, 2023 and 2022: As of December 31, (in thousands) 2023 2022 Deferred income tax assets: Allowances on trade receivables $ 100 $ 82 Net operating loss carryforwards 392 682 Capital loss carryforwards 1,446 1,429 Accrued expenses and reserves 9,948 11,191 Interest limitation carryforward 115,507 77,375 Leases – right-of-use liability 5,277 6,802 Transaction expenses 5,983 6,804 Hedging 3,731 — Other — 556 Valuation allowance (1,446) (1,429) Deferred income tax assets $ 140,938 $ 103,492 Deferred income tax liabilities: Intangible assets 630,191 700,209 Depreciable assets 26,984 36,255 Leases – right-of-use asset 4,752 6,097 Other 718 429 Deferred income tax liabilities 662,645 742,990 Net deferred income tax liabilities $ 521,707 $ 639,498 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Roll Forward | Non-qualified stock option activity for the year ended December 31, 2023 is summarized below: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at beginning of period 10,982,094 $ 6.91 Awarded — — Forfeited (216,668) 4.96 Outstanding at end of period 10,765,426 $ 6.95 8 years, 9 months $ 2,449 Exercisable at end of period 3,643,124 $ 7.39 8 years, 4 months $ 612 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Restricted Stock Units activity for the year ended December 31, 2023 is summarized below: Director RSUs Employee RSUs Weighted Average grant date fair value per share Non-vested at beginning of period 155,897 5,245,595 $ 4.44 Awarded 679,053 29,823,563 0.92 Vested (133,626) (1,448,339) 4.58 Forfeited — (1,329,962) 1.62 Non-vested at end of period 701,324 32,290,857 $ 1.29 |
Schedule of Stock-Based Compensation Allocation | The Company has allocated stock based compensation expense under the 2020 Omnibus Incentive Plan and ESPP between costs of services and general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income for the years ending December 31, 2023, 2022 and 2021 as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Cost of services $ 5,532 $ 3,351 $ 2,618 General and administrative 12,486 11,732 15,392 Total stock-based compensation $ 18,018 $ 15,083 $ 18,010 |
Basic and Diluted Loss and Ea_2
Basic and Diluted Loss and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss and earnings per share was calculated as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, ($ in thousands, except number of shares and per share data) 2023 2022 2021 Numerator for (loss) earnings per share calculation Net (loss) income $ (91,697) $ (572,912) $ 102,080 Denominator for (loss) earnings per share calculation Weighted average number of shares outstanding – basic 645,134,657 638,925,689 651,006,567 Effect of stock-based compensation — — 519,224 Weighted average number of shares outstanding – diluted 645,134,657 638,925,689 651,525,791 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.14) $ (0.90) $ 0.16 Net (loss) income per share – diluted $ (0.14) $ (0.90) $ 0.16 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The accompanying consolidated statements of (loss) income and comprehensive (loss) income include expenses and revenues to and from related parties for the years ended December 31, 2023, 2022 and 2021 as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 General and administrative 332 (65) 479 Total expense from related parties $ 332 $ (65) $ 479 |
General Information and Busin_2
General Information and Business (Details) healthcareProvider in Millions | 12 Months Ended |
Dec. 31, 2023 healthcareProvider | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of healthcare providers | 1.4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) | Dec. 31, 2023 institute |
Accounting Policies [Abstract] | |
Number of financial institutions | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Credit Loss Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 415 | $ 415 | $ 466 |
Provision for doubtful accounts | 33 | 0 | 0 |
Write-offs of uncollectible receivables | 0 | 0 | (51) |
Ending balance | $ 448 | $ 415 | $ 415 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment (Details) | Dec. 31, 2023 |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 15 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Computer hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Capitalized software development | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill and Other Intangibles (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment loss on goodwill | $ 0 | $ 657,922,000 | |
Impairment loss on indefinite-lived intangible assets | 0 | ||
Definite-lived intangible asset impairment | $ 0 | 0 | $ 0 |
Trade Names | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment loss on indefinite-lived intangible assets | $ 4,300,000 | ||
Impairment Of Intangible Asset Indefinite Lived Excluding Goodwill Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | indefinite-lived intangibles |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Intangible Asset Useful Lives (Details) | Dec. 31, 2023 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 15 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 10 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 20 years |
Provider Network | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 15 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 6 years |
Technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 5 years |
Technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 7 years |
Trade Names | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 9 years |
Trade Names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 1 year |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue Recognition Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Contract payment term (in days) | 15 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Contract payment term (in days) | 30 days |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 961,524 | $ 1,079,716 | $ 1,117,602 |
PSAV | Revenue Benchmark | Contract Type | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenues (percent) | 89.70% | 92.20% | 92.90% |
PEPM | Revenue Benchmark | Contract Type | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenues (percent) | 9% | 7.20% | 6.50% |
Other | Revenue Benchmark | Contract Type | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenues (percent) | 1.30% | 0.60% | 0.70% |
Network Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 223,394 | $ 245,280 | $ 278,457 |
Network Services | PSAV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 158,989 | 183,742 | 215,449 |
Network Services | PEPM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 56,809 | 55,001 | 55,684 |
Network Services | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 7,596 | 6,537 | 7,324 |
Analytic-Based Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 625,754 | 713,715 | 709,272 |
Analytic-Based Services | PSAV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 591,605 | 691,524 | 692,880 |
Analytic-Based Services | PEPM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 29,396 | 22,191 | 16,392 |
Analytic-Based Services | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 4,753 | 0 | 0 |
Payment Integrity Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 112,376 | 120,721 | 129,873 |
Payment Integrity Services | PSAV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 111,962 | 120,259 | 129,477 |
Payment Integrity Services | PEPM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 414 | $ 462 | $ 396 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Insurance (Details) | Dec. 31, 2023 USD ($) |
Minimum | |
Reinsurance Retention Policy [Line Items] | |
Self insured retention per claim | $ 100 |
Maximum | |
Reinsurance Retention Policy [Line Items] | |
Self insured retention per claim | $ 10,000,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Employee Stock | 2023 Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 85% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Customer Concentration (Details) - Customer Concentration Risk - Revenue Benchmark | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer one | |||
Revenue, Major Customer [Line Items] | |||
Customer concentration risk percentage | 25% | 32% | 34% |
Customer two | |||
Revenue, Major Customer [Line Items] | |||
Customer concentration risk percentage | 22% | 20% | 19% |
Customer three | |||
Revenue, Major Customer [Line Items] | |||
Customer concentration risk percentage | 8% | 10% | 10% |
New Accounting Pronouncements-
New Accounting Pronouncements- Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Debt instrument, unamortized discount | $ (28,164) | $ (34,729) | ||
Stockholders' equity attributable to parent | (1,709,124) | (1,790,542) | $ (2,344,670) | $ (2,557,865) |
Deferred income taxes | 521,707 | 639,498 | ||
Additional Paid-in Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity attributable to parent | (2,348,505) | (2,330,444) | (2,311,660) | (2,530,410) |
Retained Earnings (Deficit) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity attributable to parent | 499,307 | 347,800 | $ (225,112) | (116,999) |
Senior Convertible PIK Notes | PIK Note | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Debt instrument, unamortized discount | $ (18,833) | $ (23,600) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity attributable to parent | 227,841 | |||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity attributable to parent | 233,874 | |||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Deficit) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity attributable to parent | $ (6,033) |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 16 Months Ended | |||
May 08, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 08, 2023 | |
Business Acquisition [Line Items] | ||||||
BST Acquisition, net of cash acquired | $ 140,940 | $ 0 | $ 0 | |||
Measurement period adjustments | (355) | 51 | ||||
Net (loss) income | (91,697) | $ (572,912) | $ 102,080 | |||
Benefits Science LLC ("BST") | ||||||
Business Acquisition [Line Items] | ||||||
Voting equity interest (in percent) | 100% | 100% | ||||
Purchase price net of cash acquired | $ 160,100 | |||||
BST Acquisition, net of cash acquired | 140,900 | |||||
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 | ||||
Measurement period adjustments | $ (400) | |||||
Transaction costs | $ 6,900 | |||||
Benefits Science LLC ("BST") | Acquisition-related Costs | ||||||
Business Acquisition [Line Items] | ||||||
Net (loss) income | (11,300) | |||||
Benefits Science LLC ("BST") | Increase in amortization of intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Net (loss) income | $ (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 | Dec. 31, 2023 | May 08, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 3,829,002 | $ 3,705,199 | $ 4,363,070 | |
Benefits Science LLC ("BST") | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 160,827 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
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, net | 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 | $ 123,803 | |||
Useful life (in years) | 14 years | |||
Benefits Science LLC ("BST") | Customer relationships | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets acquired | $ 19,200 | |||
Useful life (in years) | 20 years | |||
Benefits Science LLC ("BST") | Technology | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets acquired | $ 15,500 | |||
Useful life (in years) | 7 years | |||
Benefits Science LLC ("BST") | Non-compete | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets acquired | $ 1,000 | |||
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, 2023 USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Revenues | $ 1,090,810 |
Net loss | $ (586,093) |
Property and Equipment - Schedu
Property and Equipment - Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 692,817 | $ 584,281 |
Accumulated Depreciation | (425,388) | (351,446) |
Property and equipment, net | 267,429 | 232,835 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 4,116 | 4,115 |
Accumulated Depreciation | (2,918) | (3,358) |
Property and equipment, net | 1,198 | 757 |
Furniture & equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 3,800 | 5,256 |
Accumulated Depreciation | (3,337) | (4,455) |
Property and equipment, net | 463 | 801 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 72,269 | 60,279 |
Accumulated Depreciation | (44,188) | (34,579) |
Property and equipment, net | 28,081 | 25,700 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 42,000 | 40,928 |
Accumulated Depreciation | (35,599) | (32,217) |
Property and equipment, net | 6,401 | 8,711 |
Capitalized software development | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 570,632 | 473,703 |
Accumulated Depreciation | (339,346) | (276,837) |
Property and equipment, net | $ 231,286 | $ 196,866 |
Property, Plant, and Equipment
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Assets retired | $ 0.9 | $ 1.4 |
Furniture & equipment | ||
Property, Plant and Equipment [Line Items] | ||
Finance leases | 0.2 | 0.2 |
Finance leases, accumulated depreciation | $ 0.2 | $ 0.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term (in years) | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term (in years) | 6 years |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 7,933 | $ 8,491 | $ 9,851 |
Variable lease cost | 1,625 | 1,678 | 1,629 |
Total operating lease cost | 9,558 | 10,169 | 11,480 |
Operating cash flow used for operating leases | $ 8,018 | $ 8,076 | $ 7,709 |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 5,967 |
2025 | 5,867 |
2026 | 5,175 |
2027 | 3,969 |
2028 | 1,610 |
Thereafter | 2,611 |
Total lease payments | 25,199 |
Less: Interest | (3,283) |
Present value of lease liabilities | $ 21,916 |
Leases - Operating Lease Term D
Leases - Operating Lease Term Details and Supplemental Cash Flow Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 4 years | 4 years 8 months |
Weighted-average discount rate | 5.40% | 5.80% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ (2,549,593) | $ (2,206,899) |
Gross Carrying Amount | 63,000 | 63,000 |
Net Carrying Value | 63,000 | 63,000 |
Gross Carrying Amount | 5,182,800 | 5,147,100 |
Net Carrying Value | $ 2,633,207 | 2,940,201 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 15 years | |
Gross Carrying Amount | $ 4,197,480 | 4,178,280 |
Amortization of intangible assets | (2,090,703) | (1,810,880) |
Net Carrying Value | $ 2,106,777 | 2,367,400 |
Provider Network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 15 years | |
Gross Carrying Amount | $ 896,800 | 896,800 |
Amortization of intangible assets | (452,386) | (392,599) |
Net Carrying Value | $ 444,414 | 504,201 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 6 years | |
Gross Carrying Amount | $ 21,850 | 6,350 |
Amortization of intangible assets | (5,455) | (2,752) |
Net Carrying Value | $ 16,395 | 3,598 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 9 years | |
Gross Carrying Amount | $ 2,670 | 2,670 |
Amortization of intangible assets | (919) | (668) |
Net Carrying Value | $ 1,751 | 2,002 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 5 years | |
Gross Carrying Amount | $ 1,000 | 0 |
Amortization of intangible assets | (130) | 0 |
Net Carrying Value | $ 870 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill Roll forward (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 3,705,199,000 | $ 4,363,070,000 |
Acquisitions | 124,158,000 | 0 |
Measurement period adjustments | (355,000) | 51,000 |
Loss on impairment | 0 | (657,922,000) |
Ending balance | $ 3,829,002,000 | $ 3,705,199,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Expected amortization year one | $ 343,100,000 | ||
Expected amortization year two | 343,100,000 | ||
Expected amortization year three | 343,100,000 | ||
Expected amortization year four | 343,100,000 | ||
Expected amortization year five | 343,100,000 | ||
Goodwill | 3,829,002,000 | $ 3,705,199,000 | $ 4,363,070,000 |
Impairment loss on goodwill | 0 | 657,922,000 | |
Impairment loss on indefinite-lived intangible assets | $ 0 | ||
Reporting unit, percentage of fair value in excess of carrying amount (in percent) (less than) | 5% | ||
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment loss on indefinite-lived intangible assets | $ 4,300,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Sep. 12, 2023 USD ($) agreement |
Derivative [Line Items] | ||
Number of interest rate swap agreements | agreement | 3 | |
Interest Rate Swap | Designated as Hedging Instrument | Interest Expense | ||
Derivative [Line Items] | ||
Derivative asset | $ 2,200 | |
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional amount of derivative | $ 800,000 | |
Fixed-rate basis (in percent) | 4.59% |
Derivative Financial Instrume_3
Derivative Financial Instruments - AOCI Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivative, Accumulated Other Comprehensive Income, Cash Flow Hedge [Roll Forward] | |
Beginning balance | $ 1,790,542 |
Ending balance | 1,709,124 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | |
Derivative, Accumulated Other Comprehensive Income, Cash Flow Hedge [Roll Forward] | |
Beginning balance | 0 |
Unrealized loss recognized in other comprehensive income before reclassifications | (14,006) |
Reclassifications to interest expense | 2,228 |
Ending balance | $ (11,778) |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value of Derivative Assets and Liabilities (Details) - Designated as Hedging Instrument - Cash Flow Hedging $ in Thousands | Dec. 31, 2023 USD ($) |
Other current assets, net | |
Derivative [Line Items] | |
Derivative asset | $ 1,822 |
Other liabilities | |
Derivative [Line Items] | |
Derivative liability | $ 16,782 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 24, 2021 | |
Debt Instrument [Line Items] | ||||
Cash interest rate (in percent) | 6% | |||
Paid-in-kind interest rate (in percent) | 7% | |||
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Long-term debt | Long-term debt | ||
Finance lease obligations, non-current | $ 15 | $ 45 | ||
Long-term debt | 4,600,030 | 4,822,276 | ||
Less: current portion of long-term debt | (13,250) | (13,250) | ||
Less: debt discounts, net | (28,164) | (34,729) | ||
Less: debt issuance costs, net | (25,883) | (32,441) | ||
Long-term debt | $ 4,532,733 | 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 (in percent) | 0.50% | |||
Term Loan B | Variable Rate Option 2 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 4.25% | |||
Term Loan B | Variable Rate Option 2 | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread, base rate (in percent) | 0.50% | |||
Term Loan B | Variable Rate Option 2 | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1% | |||
5.50% Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage (in percent) | 5.50% | |||
5.750% Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage (in percent) | 5.75% | |||
Revolver B | Variable Rate Option 2 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 3.50% | |||
Revolver B | Variable Rate Option 2 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 4% | |||
Revolver B | Variable Rate Option 2 | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.50% | |||
Revolver B | Variable Rate Option 2 | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread, base rate (in percent) | 1% | |||
Revolver B | Variable Rate Option 2 | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1% | |||
Term Loan | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,295,188 | 1,308,438 | ||
Less: debt issuance costs, net | $ (5,079) | (6,060) | ||
Percentage of principal, periodic payment | 0.25% | |||
Debt instrument, face amount | $ 1,325,000 | |||
Debt instrument, effective interest rate (in percent) | 9.90% | |||
Senior Notes | 5.50% Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,050,000 | 1,050,000 | $ 1,050,000 | |
Less: debt issuance costs, net | (10,933) | (12,607) | ||
Senior Notes | 5.750% Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 979,827 | 1,163,793 | ||
Less: debt issuance costs, net | (9,871) | (13,773) | ||
PIK Note | Senior Convertible PIK Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,275,000 | $ 1,300,000 | ||
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 - Schedule of _2
Long-Term Debt - Schedule of Long-term Debt Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-term Debt | |
2024 | $ 13,250 |
2025 | 13,265 |
2026 | 13,250 |
2027 | 1,288,250 |
2028 | 3,272,015 |
Thereafter | 0 |
Total | $ 4,600,030 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Aug. 24, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ 53,968 | $ 34,551 | $ (15,843) | ||
Interest expense | $ 333,208 | $ 303,401 | 267,475 | ||
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% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 6.75 | 6.75 | 6.75 | ||
Revolving Credit Facility and Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Minimum aggregate amount of loans issued, amount | $ 10,000 | ||||
Term Loan G | |||||
Debt Instrument [Line Items] | |||||
Repayments of term loan G | $ 2,341,000 | 0 | $ 0 | 2,341,000 | |
Gain (loss) on extinguishment of debt | (15,800) | ||||
Revolver G | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 2,800 | 2,200 | 2,700 | ||
Revolver G | Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
Revolver G | Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.50% | ||||
5.750% Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage (in percent) | 5.75% | ||||
Gain (loss) on extinguishment of debt | $ 34,600 | $ 46,900 | |||
Debt repurchased or redeemed | 184,000 | ||||
Extinguishment of debt | 136,200 | ||||
Term Loan B | |||||
Debt Instrument [Line Items] | |||||
Repayments of term loan G | $ 13,250 | 13,250 | 3,313 | ||
5.50% Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage (in percent) | 5.50% | ||||
Swingline Loans | |||||
Debt Instrument [Line Items] | |||||
Minimum aggregate amount of total commitments (in percent) | 35% | ||||
Senior PIK notes | |||||
Debt Instrument [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ 7,100 | ||||
Debt repurchased or redeemed | 25,000 | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 330,400 | 301,200 | $ 264,800 | ||
Term Loan | Term Loan B | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 1,325,000 | ||||
Long-term debt | 1,308,438 | 1,295,188 | 1,308,438 | ||
Senior Notes | 5.750% Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,163,793 | 979,827 | 1,163,793 | ||
Senior Notes | 5.50% Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,050,000 | $ 1,050,000 | $ 1,050,000 | $ 1,050,000 | |
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 450,000 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt Discount Cost Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Cost | $ 45,553 | $ 45,929 |
Accumulated Amortization | (17,389) | (11,200) |
Net | $ 28,164 | 34,729 |
Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Original discount % | 1% | |
Cost | $ 13,429 | 13,429 |
Accumulated Amortization | (4,098) | (2,300) |
Net | $ 9,331 | 11,129 |
PIK Note | Senior Convertible PIK Notes | ||
Debt Instrument [Line Items] | ||
Original discount % | 2.50% | |
Cost | $ 32,124 | 32,500 |
Accumulated Amortization | (13,291) | (8,900) |
Net | $ 18,833 | $ 23,600 |
Long-Term Debt - Schedule of _3
Long-Term Debt - Schedule of Debt Issuance Cost Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Net | $ 25,883 | $ 32,441 |
Debt Issuance Costs, Line of Credit Arrangements, Net [Abstract] | ||
Total Cost | 43,164 | 45,248 |
Total Accumulated Amortization | (14,265) | (8,968) |
Total Net Cost | $ 28,899 | 36,280 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amortization Period | 84 months | |
Debt Issuance Costs, Line of Credit Arrangements, Net [Abstract] | ||
Cost | $ 4,955 | 4,955 |
Accumulated Amortization | (1,939) | (1,115) |
Net | $ 3,016 | 3,840 |
5.750% Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.75% | |
5.50% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.50% | |
Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Amortization Period | 84 months | |
Cost | $ 7,316 | 7,316 |
Accumulated Amortization | (2,237) | (1,256) |
Net | $ 5,079 | 6,060 |
Senior Notes | 5.750% Notes | ||
Debt Instrument [Line Items] | ||
Amortization Period | 96 months | |
Cost | $ 16,198 | 18,282 |
Accumulated Amortization | (6,327) | (4,509) |
Net | $ 9,871 | 13,773 |
Senior Notes | 5.50% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Amortization Period | 84 months | |
Cost | $ 14,695 | 14,695 |
Accumulated Amortization | (3,762) | (2,088) |
Net | $ 10,933 | $ 12,607 |
Private Placement Warrants an_3
Private Placement Warrants and Unvested Founder Shares - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 08, 2022 USD ($) shares | Dec. 31, 2023 day $ / shares | Dec. 31, 2022 USD ($) | Oct. 08, 2020 shares | |
Class of Warrant or Right [Line Items] | ||||
Vesting criteria, threshold closing share price, minimum | $ / shares | $ 10 | |||
Adjustments to APIC, warrants transferred | $ | $ 4,508 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants transferred (in shares) | 9,200,000 | |||
Warrants transferred, not permitted transferees | 5,431,302 | |||
Adjustments to APIC, warrants transferred | $ | $ 4,500 | |||
Merger Agreement | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Unvested founder shares and warrants outstanding (in shares) | 4,800,000 | |||
Merger Agreement | Unvested Founder Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Unvested founder shares and warrants outstanding (in shares) | 12,404,080 | |||
Merger Agreement | Common Class A | ||||
Class of Warrant or Right [Line Items] | ||||
Vesting criteria, closing share price (in USD per share) | $ / shares | $ 12.50 | |||
Vesting criteria, threshold trading days | day | 40 | |||
Vesting criteria, consecutive trading days | day | 60 |
Private Placement Warrants an_4
Private Placement Warrants and Unvested Founder Shares - Schedule of Warrants and Unvested Founder Shares (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Fair Value Adjustment of Warrants | $ (1,965) | $ (67,050) | $ (32,596) |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants or unvested founder shares | 183 | 953 | |
Fair Value Adjustment of Warrants | (770) | (32,567) | (6,423) |
Unvested Founder Shares | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants or unvested founder shares | 294 | 1,489 | |
Fair Value Adjustment of Warrants | $ (1,195) | $ (34,483) | $ (26,173) |
Private Placement Warrants an_5
Private Placement Warrants and Unvested Founder Shares - Fair Value Assumptions (Details) - Private Placement Warrants and Unvested Founder Shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Class of Warrant or Right [Line Items] | ||
Stock price (in USD per share) | $ 1.44 | $ 1.15 |
Strike price (in USD per share) | $ 11.50 | $ 11.50 |
Remaining life (in years) | 1 year 9 months | 2 years 9 months |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Measurement inputs of warrants and unvested founder shares | 0.641 | 0.727 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Measurement inputs of warrants and unvested founder shares | 0.044 | 0.043 |
Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Measurement inputs of warrants and unvested founder shares | 0 | 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Cash and cash equivalents | $ 334,046,000 | $ 71,547,000 | $ 334,046,000 | $ 185,328,000 |
Loss on impairment of goodwill and intangible assets | 660,300,000 | 0 | 662,221,000 | 0 |
Long-lived intangible assets and goodwill, impairment loss | 0 | $ 0 | ||
Fair Value, Inputs, Level 1 | Money Market Funds | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Cash and cash equivalents | $ 250,000,000 | 20,000,000 | $ 250,000,000 | |
Fair Value, Inputs, Level 2 | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Equity method investments | $ 15,000,000 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.75% | |
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% | |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | $ 4,571,866 | $ 4,787,547 |
Carrying Amount | Term Loan | Term Loan B | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,285,857 | 1,297,309 |
Carrying Amount | Senior Notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 979,827 | 1,163,793 |
Carrying Amount | Senior Notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,050,000 | 1,050,000 |
Carrying Amount | PIK Note | Senior Convertible PIK Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,256,167 | 1,276,400 |
Carrying Amount | Finance lease obligations | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 15 | 45 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 3,864,175 | 3,552,570 |
Fair Value | Term Loan | Term Loan B | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,243,424 | 1,113,091 |
Fair Value | Senior Notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 805,418 | 775,086 |
Fair Value | Senior Notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 946,050 | 823,200 |
Fair Value | PIK Note | Senior Convertible PIK Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 869,268 | 841,148 |
Fair Value | Finance lease obligations | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | $ 15 | $ 45 |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||
Federal | $ 81,479 | $ 104,784 | $ 95,674 | |
State and local | 17,218 | 21,763 | 19,628 | |
Current income tax expense (benefit) | 98,697 | 126,547 | 115,302 | |
Deferred | ||||
Federal | (104,298) | (102,496) | (73,987) | |
State and local | (9,762) | (11,882) | (7,942) | |
Deferred income taxes | (114,060) | (114,378) | (81,929) | |
(Benefit) provision for income taxes | $ (15,363) | $ 12,169 | $ 33,373 | $ 33,400 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Net income (loss) before income taxes | $ (107,060) | $ (560,743) | $ 135,453 | $ 135,500 | |
(Benefit) provision for income taxes | (15,363) | 12,169 | 33,373 | $ 33,400 | |
Deferred provision | 3,700 | ||||
Loss on impairment of goodwill and intangible assets | $ 660,300 | 0 | 662,221 | $ 0 | |
Amount of impairment charge resulting in income tax expense | 649,900 | ||||
Tax expense from asset impairment charge | 136,500 | ||||
Net operating loss carryforwards | 682 | 392 | 682 | ||
Federal interest carryforward | $ 77,375 | 115,507 | $ 77,375 | ||
Federal interest carryforward, net | 115,500 | ||||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 700 | ||||
Net operating loss carryforwards | 100 | ||||
Federal interest carryforward | 480,800 | ||||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 300 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Tax at Statutory | $ (22,483) | $ (117,756) | $ 28,445 | |
Non-Deductible Expenses | 71 | 42 | 279 | |
Equity Compensation Plan | 1,449 | 575 | 443 | |
Non-Deductible change in fair value of Private Placement Warrants and Unvested Founder Shares Liability | (413) | (14,080) | (6,845) | |
State Taxes (net) | (1,873) | 3,711 | 6,003 | |
Valuation Allowance | 17 | 8 | 1,127 | |
Goodwill Impairment | 0 | 134,548 | 0 | |
Non-Deductible Compensation | 45 | 1,033 | 1,561 | |
Tax Credits | (531) | (61) | (1,064) | |
Transaction Costs | 688 | 0 | 0 | |
Other | 11 | 1 | 131 | |
State Deferred Rate Changes | 7,656 | 4,148 | 3,293 | |
(Benefit) provision for income taxes | $ (15,363) | $ 12,169 | $ 33,373 | $ 33,400 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Allowances on trade receivables | $ 100 | $ 82 |
Net operating loss carryforwards | 392 | 682 |
Capital loss carryforwards | 1,446 | 1,429 |
Accrued expenses and reserves | 9,948 | 11,191 |
Interest limitation carryforward | 115,507 | 77,375 |
Leases – right-of-use liability | 5,277 | 6,802 |
Transaction expenses | 5,983 | 6,804 |
Hedging | 3,731 | 0 |
Other | 0 | 556 |
Valuation allowance | (1,446) | (1,429) |
Deferred income tax assets | 140,938 | 103,492 |
Deferred income tax liabilities: | ||
Intangible assets | 630,191 | 700,209 |
Depreciable assets | 26,984 | 36,255 |
Leases – right-of-use asset | 4,752 | 6,097 |
Other | 718 | 429 |
Deferred income tax liabilities | 662,645 | 742,990 |
Net deferred income tax liabilities | $ 521,707 | $ 639,498 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | |||
Nov. 17, 2022 USD ($) | Apr. 09, 2021 lawsuit | Dec. 31, 2023 USD ($) office | Dec. 31, 2022 USD ($) | |
Other Commitments [Line Items] | ||||
Number of offices | office | 3 | |||
Letters of credit outstanding | $ 1,800,000 | $ 1,800,000 | ||
Number of lawsuits named a defendant | lawsuit | 2 | |||
Loss contingency, damages paid, value | $ 33,750,000 | |||
Subsidiary Obligations | ||||
Other Commitments [Line Items] | ||||
Letters of credit outstanding | $ 6,100,000 | $ 0 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended | |||||||
May 08, 2023 shares | Dec. 31, 2023 USD ($) vote healthcareProvider $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 USD ($) shares | Feb. 27, 2023 USD ($) | Aug. 27, 2021 USD ($) | Feb. 19, 2021 $ / shares | Dec. 31, 2020 shares | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||
Preferred stock issued (in shares) | 0 | 0 | ||||||
Common stock, share authorized (in shares) | 1,500,000,000 | 1,500,000,000 | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued (in shares) | 667,808,296 | 666,290,344 | ||||||
Common stockholder, number of votes per share | vote | 1 | |||||||
Treasury stock purchases | $ | $ 15,218,000 | $ 100,000,000 | ||||||
Treasury shares (in shares) | 19,488,917 | 27,117,406 | ||||||
Treasury stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares withheld for tax withholding obligation (in shares) | 345,733 | |||||||
Repurchase of common stock (in shares) | 13,960,163 | 17,663,710 | ||||||
Treasury stock purchases | $ | $ 15,218,000 | $ 100,000,000 | ||||||
Stock consideration paid for BST acquisition (in shares) | 21,588,652 | |||||||
Treasury shares (in shares) | 19,488,917 | 27,117,406 | 27,117,406 | 9,107,963 | ||||
Subsidiary of Company | ||||||||
Class of Stock [Line Items] | ||||||||
Treasury shares (in shares) | 27,117,406 | |||||||
Senior Convertible PIK Notes | PIK Note | ||||||||
Class of Stock [Line Items] | ||||||||
Shares of common stock reserved for future issuance (in shares) | 98,076,924 | |||||||
Public Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant redemption price (in USD per share) | $ / shares | $ 0.01 | |||||||
Days prior written notice required to redeem warrants, minimum | healthcareProvider | 30 | |||||||
Redeemable warrants, redemption period | 30 days | |||||||
Warrant redemption, threshold trading days | healthcareProvider | 20 | |||||||
Warrant redemption, threshold consecutive trading days | healthcareProvider | 30 | |||||||
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, share authorized (in shares) | 1,500,000,000 | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | |||||||
Number of securities called by warrants (in shares) | 58,500,000 | |||||||
Stock repurchase amount | $ | $ 100,000,000 | $ 250,000,000 | ||||||
Shares withheld for tax withholding obligation (in shares) | 0 | |||||||
Repurchase of common stock (in shares) | 13,960,163 | |||||||
Stock consideration paid for BST acquisition (in shares) | 21,588,652 | |||||||
Treasury shares (in shares) | 19,488,917 | |||||||
Common Class A | 2020 Omnibus Incentive Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Shares of common stock reserved for future issuance (in shares) | 37,541,093 | |||||||
Common Class A | PIPE Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 6,500,000 | |||||||
Shares called by each warrant (in shares) | 1 | |||||||
Warrants, exercise price (in USD per share) | $ / shares | $ 12.50 | |||||||
Common Class A | Working Capital Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 1,500,000 | |||||||
Common Class A | Public Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 32,931,302 | |||||||
Shares called by each warrant (in shares) | 1 | |||||||
Warrants, exercise price (in USD per share) | $ / shares | $ 11.50 | |||||||
Warrant redemption, share price (in USD per share) | $ / shares | $ 18 | |||||||
Common Class A | Private Placement Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 17,568,698 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 04, 2021 | Dec. 31, 2023 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 6 months | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Fixed Value RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fixed value RSUs granted | $ 2 | |
2020 Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 42.1 | |
Weighted average period of recognition | 1 year 8 months | |
2020 Omnibus Incentive Plan | Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved for future issuance (in shares) | 37,541,093 | |
2020 Omnibus Incentive Plan | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for issuance (in shares) | 85,850,000 | |
2023 Employee Stock Purchase Plan | Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance (in shares) | 19,583,879 | |
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 85% | |
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) | 416,121 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Nonvested Units (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Nonvested at beginning of period (in shares) | 10,982,094 | |
Awarded (in shares) | 0 | |
Forfeited (in shares) | (216,668) | |
Nonvested at end of period (in shares) | 10,765,426 | |
Exercisable at end of period (in shares) | 3,643,124 | |
Weighted Average Exercise Price | ||
Nonvested at beginning of period (in USD per share) | $ 6.95 | $ 6.91 |
Awarded (in USD per share) | 0 | |
Forfeited (in USD per share) | 4.96 | |
Nonvested at end of period (in USD per share) | 6.95 | |
Exercisable at end of period (in USD per share) | $ 7.39 | |
Weighted Average Remaining Contract Term (Years) | ||
Nonvested at end of period (in years) | 8 years 9 months | |
Exercisable at end of period (in years) | 8 years 4 months | |
Aggregate Intrinsic Value | ||
Nonvested at end of period aggregate intrinsic value | $ 2,449 | |
Exercisable at end of period aggregate intrinsic value | $ 612 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Forfeited (in shares) | (216,668) |
Weighted Average grant date fair value per share | |
Forfeited (in USD per share) | $ / shares | $ 4.96 |
RSUs | |
Weighted Average grant date fair value per share | |
Beginning balance (in USD per share) | $ / shares | 4.44 |
Awarded (in USD per share) | $ / shares | 0.92 |
Vested (in USD per share) | $ / shares | 4.58 |
Forfeited (in USD per share) | $ / shares | 1.62 |
Ending balance (in USD per share) | $ / shares | $ 1.29 |
RSUs | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 5,245,595 |
Awarded (in shares) | 29,823,563 |
Vested (in shares) | (1,448,339) |
Forfeited (in shares) | (1,329,962) |
Ending balance (in shares) | 32,290,857 |
RSUs | Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 155,897 |
Awarded (in shares) | 679,053 |
Vested (in shares) | (133,626) |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 701,324 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Allocation Omnibus (Details) - 2020 Omnibus Incentive Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 18,018 | $ 15,083 | $ 18,010 |
Cost of services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | 5,532 | 3,351 | 2,618 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 12,486 | $ 11,732 | $ 15,392 |
Basic and Diluted Loss and Ea_3
Basic and Diluted Loss and Earnings Per Share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator for (loss) earnings per share calculation | |||
Net (loss) income | $ (91,697) | $ (572,912) | $ 102,080 |
Denominator for (loss) earnings per share calculation | |||
Weighted average number of shares outstanding – basic (in shares) | 645,134,657 | 638,925,689 | 651,006,567 |
Effect of stock-based compensation (in shares) | 0 | 0 | 519,224 |
Weighted average number of shares outstanding – diluted (in shares) | 645,134,657 | 638,925,689 | 651,525,791 |
(Loss) Income per share – basic and diluted: | |||
Net (loss) income per share – Basic (in usd per share) | $ (0.14) | $ (0.90) | $ 0.16 |
Net (loss) income per share – Diluted (in usd per share) | $ (0.14) | $ (0.90) | $ 0.16 |
Basic and Diluted Loss and Ea_4
Basic and Diluted Loss and Earnings Per Share - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share (in shares) | 58,500,000 |
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 |
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 |
Share-based Payment Arrangement | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share (in shares) | 4,935,228 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenues and Expenses (Details) - Related Party - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
General and administrative | $ 332 | $ (65) | $ 479 |
Total expense from related parties | $ 332 | $ (65) | $ 479 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Prepaid expenses | $ 23,432,000 | $ 22,244,000 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Prepaid expenses | $ 36,000 | $ 0 |
Uncategorized Items - mpln-2023
Label | Element | Value |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ 19,214,000 |