MultiPlan (MPLN) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		644,868,398
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001793229
Current Fiscal Year End Date	--12-31

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 58,695	$ 71,547
Restricted cash	10,483	9,947
Trade accounts receivable, net	82,443	76,558
Prepaid expenses	24,377	23,432
Prepaid taxes	0	1,364
Other current assets, net	13,512	10,745
Total current assets	189,510	193,593
Property and equipment, net	277,921	267,429
Operating lease right-of-use assets	18,416	19,680
Goodwill	3,312,652	3,829,002
Other intangibles, net	2,544,536	2,633,207
Other assets, net	23,660	21,776
Total assets	6,366,695	6,964,687
Current liabilities:
Accounts payable	18,038	19,590
Accrued interest	75,358	56,827
Accrued taxes	31,627	0
Operating lease obligation, short-term	4,718	4,792
Current portion of long-term debt	13,250	13,250
Accrued compensation	22,683	44,720
Accrued legal contingencies	13,123	12,123
Other accrued expenses	15,315	15,437
Total current liabilities	194,112	166,739
Long-term debt	4,511,297	4,532,733
Operating lease obligation, long-term	15,902	17,124
Private Placement Warrants and Unvested Founder Shares	347	477
Deferred income taxes	467,543	521,707
Other liabilities	7,112	16,783
Total liabilities	5,196,313	5,255,563
Commitments and contingencies (Note 7)
Shareholders’ equity:
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued	0	0
Common stock, $0.0000 par value — 1,500,000 shares authorized; 673,900 and 667,808 issued; 644,185 and 648,319 shares outstanding	67	67
Additional paid-in capital	2,351,280	2,348,505
Accumulated other comprehensive loss	(3,236)	(11,778)
Retained deficit	(1,038,996)	(499,307)
Treasury stock — 29,714 and 19,489 shares	(138,733)	(128,363)
Total shareholders’ equity	1,170,382	1,709,124
Total liabilities and shareholders’ equity	$ 6,366,695	$ 6,964,687

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	673,899,672	667,808,296
Common stock, shares outstanding (in shares)	644,185,300	648,319,379
Treasury stock (in shares)	29,714,372	19,488,917

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 234,508,000	$ 236,594,000
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	60,077,000	54,850,000
General and administrative expenses	34,857,000	31,467,000
Depreciation	20,989,000	18,206,000
Amortization of intangible assets	85,971,000	85,127,000
Loss on impairment of goodwill and intangible assets	519,050,000	0
Total expenses	720,944,000	189,650,000
Operating (loss) income	(486,436,000)	46,944,000
Interest expense	82,198,000	83,428,000
Interest income	(926,000)	(3,239,000)
Gain on extinguishment of debt	(5,913,000)	(36,778,000)
(Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares	(130,000)	1,631,000
Net (loss) income before taxes	(561,665,000)	1,902,000
(Benefit) provision for income taxes	(21,976,000)	1,693,000
Net (loss) income	$ (539,689,000)	$ 209,000
Weighted average shares outstanding – Basic (in shares)	646,334,247	638,721,991
Weighted average shares outstanding – Diluted (in shares)	646,334,247	640,901,289
Net (loss) income per share – Basic (in usd per share)	$ (0.83)	$ 0
Net (loss) income per share – Diluted (in usd per share)	$ (0.83)	$ 0
Change in unrealized losses on interest rate swaps, net of tax	$ 8,542,000	$ 0
Comprehensive (loss) income	$ (531,147,000)	$ 209,000

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock Issued	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Deficit	Treasury stock
Balance at beginning of period (in shares) at Dec. 31, 2022		666,290,344
Balance at beginning of period at Dec. 31, 2022	$ 1,790,542	$ 67	$ 2,330,444	$ 0	$ (347,800)	$ (192,169)
Balance at beginning of period (in shares) at Dec. 31, 2022						(27,117,406)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Incentive Plan (in shares)		951,825
Stock Incentive Plans	3,695		3,695
Tax withholding related to vesting of equity awards	(452)		(452)
Repurchase of common stock (in shares)						(5,248,247)
Repurchase of common stock	(5,718)					$ (5,718)
Net income (loss)	209				209
Balance at end of period (in shares) at Mar. 31, 2023		667,242,169
Balance at end of period at Mar. 31, 2023	$ 1,788,276	$ 67	2,333,687	0	(347,591)	$ (197,887)
Balance at end of period (in shares) at Mar. 31, 2023						(32,365,653)
Balance at beginning of period (in shares) at Dec. 31, 2023	648,319,379	667,808,296
Balance at beginning of period at Dec. 31, 2023	$ 1,709,124	$ 67	2,348,505	(11,778)	(499,307)	$ (128,363)
Balance at beginning of period (in shares) at Dec. 31, 2023	(19,488,917)					(19,488,917)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Incentive Plan (in shares)		5,464,292
Stock Incentive Plans	$ 5,619		5,619
Tax withholding related to vesting of equity awards	(3,352)		(3,352)
Gains arising during the period on Interest rate swaps	6,963
Reclassification adjustments for gains included in net income (interest expense)	1,579			1,579
Repurchase of common stock (in shares)						(10,225,455)
Repurchase of common stock	(10,370)					$ (10,370)
Issuance of common stock in connection with employee stock purchase plan (in shares)		627,084
Issuance of common stock in connection with employee stock purchase plan	508		508
Net income (loss)	$ (539,689)				(539,689)
Balance at end of period (in shares) at Mar. 31, 2024	644,185,300	673,899,672
Balance at end of period at Mar. 31, 2024	$ 1,170,382	$ 67	$ 2,351,280	$ (3,236)	$ (1,038,996)	$ (138,733)
Balance at end of period (in shares) at Mar. 31, 2024	(29,714,372)					(29,714,372)

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net (loss) income	$ (539,689,000)	$ 209,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	20,989,000	18,206,000
Amortization of intangible assets	85,971,000	85,127,000
Amortization of the right-of-use asset	1,264,000	1,403,000
Loss on impairment of goodwill and intangible assets	519,050,000	0
Stock-based compensation	5,694,000	3,695,000
Deferred income taxes	(56,874,000)	3,438,000
Amortization of debt issuance costs and discounts	2,885,000	2,603,000
Gain on extinguishment of debt	(5,913,000)	(36,778,000)
Loss on disposal of property and equipment	106,000	172,000
(Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares	(130,000)	1,631,000
Changes in assets and liabilities:
Accounts receivable, net	(5,885,000)	11,875,000
Prepaid expenses and other assets	(4,223,000)	(144,000)
Prepaid taxes	1,364,000	(4,566,000)
Operating lease obligation	(1,296,000)	(1,737,000)
Accounts payable, accrued taxes, accrued expenses, legal contingencies and other	26,403,000	(20,919,000)
Net cash provided by operating activities	49,716,000	64,215,000
Investing activities:
Purchases of property and equipment	(30,544,000)	(23,101,000)
Net cash used in investing activities	(30,544,000)	(23,101,000)
Financing activities:
Repayments of Term Loan B	(3,313,000)	(3,313,000)
Taxes paid on settlement of vested share awards	(3,352,000)	(452,000)
Purchase of treasury stock	(10,370,000)	(5,718,000)
Proceeds from issuance of common stock under Employee Stock Purchase Plan	433,000	0
Net cash used in financing activities	(31,488,000)	(109,437,000)
Net decrease in cash, cash equivalents and restricted cash	(12,316,000)	(68,323,000)
Cash, cash equivalents and restricted cash at beginning of period	81,494,000	340,559,000
Cash, cash equivalents and restricted cash at end of period	69,178,000	272,236,000
Cash and cash equivalents	58,695,000	265,728,000
Restricted cash	10,483,000	6,508,000
Cash, cash equivalents and restricted cash at end of period	69,178,000	272,236,000
Noncash investing and financing activities:
Purchases of property and equipment not yet paid	9,692,000	6,105,000
Supplemental disclosure of cash flow information:
Interest	(60,742,000)	(61,717,000)
Income taxes, net of refunds	(2,260,000)	(3,133,000)
5.750% Notes Due 2028
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on extinguishment of debt	(5,900,000)
Financing activities:
Repurchase of notes	0	(99,954,000)
Senior PIK notes
Financing activities:
Repurchase of notes	$ (14,886,000)	$ 0

Unaudited Condensed Consolida_6

Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical)	Mar. 31, 2024
5.750% Notes Due 2028
Interest rate, stated percentage (in percent)	5.75%

General Information and Basis o

General Information and Basis of Accounting	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
General Information and Basis of Accounting	General Information and Basis of Accounting General Information 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. Throughout the notes to the unaudited condensed consolidated financial statements, unless otherwise noted, "we," "us," "our", "MultiPlan", and the "Company" and similar terms refer to MultiPlan and its subsidiaries. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of MultiPlan Corporation have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of MultiPlan Corporation and the notes thereto, included in the Company’s 2023 Annual Report. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2024 and December 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been included. Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company's estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, recoverability of long-lived assets, goodwill, valuation of Private Placement Warrants and Unvested Founder Shares, valuation of stock-based compensation awards and income taxes. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker. The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company's singular focus is being a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry. In addition, all of the Company's revenues and long-lived assets are attributable to operations in the United States for all periods presented. Revenue Recognition Disaggregation of Revenue The following table presents revenues disaggregated by services and contract types: Three Months Ended March 31, (in thousands) 2024 2023 Revenues Network-Based Services $ 46,155 $ 57,195 PSAV 31,222 40,950 PEPM 13,053 14,898 Other 1,880 1,347 Analytics-Based Services 160,092 152,420 PSAV 148,615 147,340 PEPM 9,401 5,080 Other 2,076 — Payment and Revenue Integrity Services 28,261 26,979 PSAV 28,152 26,872 PEPM 109 107 Total Revenues $ 234,508 $ 236,594 Percent of PSAV revenues 88.7 % 90.9 % Percent of PEPM revenues 9.6 % 8.5 % Percent of other revenues 1.7 % 0.6 % Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our percentage of savings contracts, portions of revenue that are recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of Payors not utilizing the discounts that were initially calculated, or differences between the Company’s estimates of savings achieved for a customer and the amounts self-reported in the following month by that same customer. Significant judgment is used in constraining estimates of variable consideration, and is based upon both customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual terms, and performance guarantees. We update our estimates at the end of each reporting period as additional information becomes available. There have not been any material changes to estimates of variable consideration for performance obligations satisfied prior to the three months ended March 31, 2024. 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. 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 Company entered into these agreements 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. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for the agreements entered into during the three months ended March 31, 2024. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income within stockholders’ equity and are subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects "Earnings". Stock-Based Compensation In 2024, the Company began granting a new type of award via the 2020 Omnibus Incentive Plan, in the form of employee performance stock units ("PSUs"). The PSUs vest approximately three years after grant if certain performance metrics are met, as follows: 50% of the PSUs may be earned based on the Company’s relative total stockholder return (“RTSR”) over the measurement period from January 1, 2024 to December 31, 2026 compared to the Russel 2000, and 50% of the PSUs may be earned based on the cumulative revenue from January 1, 2024 to December 31, 2025. The fair value assigned to PSUs is determined using the market price of the Company’s stock on the grant date for the performance based awards, i.e. the revenue PSUs, and by using a Monte Carlo simulation for the market based awards, i.e. the RTSR PSUs. Stock-based compensation costs associated with awards with a performance condition are re-assessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of shares of common stock that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and ranges from 0% to 150% of the initial PSU grant. The Monte Carlo simulation model uses the same input assumptions as the Black-Scholes model to determine the expected potential ranking of the Company against the Russel 2000, i.e. the probability of satisfying the market condition defined in the award. Expected volatility in the model was estimated based on the volatility of historical stock prices over a period matching the expected term of the award. The risk-free interest rate is based on U.S. Treasury yield constant maturities for a term matching the expected term of the award. 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 Company recognizes forfeitures as they occur. Certain assumptions used are subjective and require significant management judgment, and include (i) the risk-free rate, (ii) volatility, (iii) the expected term, and (iv) our assessment of actual performance in comparison to the targets set in the awards. Changes in these assumptions can materially affect the estimate of the grant date fair value of the PSUs and ultimately compensation expenses. 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. Retrospective adoption is required for all prior periods presented. 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. ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively for all prior periods presented. The Company is currently evaluating the impact of this disclosure.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2024
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: March 31, 2024 December 31, 2023 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,197,480 $ (2,160,744) $ 2,036,736 $ 4,197,480 $ (2,090,703) $ 2,106,777 Provider network 15 years 896,800 (467,332) 429,468 896,800 (452,386) 444,414 Technology 6 years 21,850 (6,326) 15,524 21,850 (5,455) 16,395 Trade names 9 years 2,670 (982) 1,688 2,670 (919) 1,751 Trade names Indefinite 60,300 — 60,300 63,000 — 63,000 Non-compete 5 years 1,000 (180) 820 1,000 (130) 870 Total $ 5,180,100 $ (2,635,564) $ 2,544,536 $ 5,182,800 $ (2,549,593) $ 2,633,207 Goodwill for the three months ended March 31, 2024 and 2023 was as follows: (in thousands) 2024 2023 Beginning balance, January 1 $ 3,829,002 $ 3,705,199 Loss on impairment (516,350) — Ending balance, March 31 $ 3,312,652 $ 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 $3,312.7 million and $3,829.0 million as of March 31, 2024 and December 31, 2023, respectively. We concluded that the significant declines in our stock price and market capitalization during the month of March 2024 represented a triggering event and therefore performed an impairment assessment of goodwill and indefinite-lived intangible assets as of March 31, 2024. The estimated fair value of our indefinite-lived trade names was less than their carrying value and as a result a loss on impairment of $2.7 million was recorded during the three months ended March 31, 2024. The quantitative assessment of our goodwill as of March 31, 2024 indicated that the estimated fair value of the reporting unit was less than its carrying value, and as a result a loss on impairment of $516.4 million was recorded during the three months ended March 31, 2024. The loss on impairment of goodwill and intangible assets was primarily due to the use of a higher discount rate in response to significant declines in the stock price, and lower EBITDA multiples. There were no material changes in the forecasted revenues and expenses utilized in the analysis compared to November 1, 2023. 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 three months ended March 31, 2023. In the quantitative impairment test of goodwill performed in the three months ended March 31, 2024, we calculate the estimated enterprise fair value of the reporting unit using (i) a 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, forecasted expenses, the terminal growth rate and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. Following the goodwill impairment the carrying value of this reporting unit equaled its fair value as of March 31, 2024. Therefore, if business conditions or expectations were to change materially, it may be necessary to record further impairment charges in the future. The Company incurred a goodwill impairment charge of $516.4 million in the first quarter of 2024. Of this impairment charge, $490.2 million is permanently nondeductible for income tax purposes resulted in an income tax expense of $103.0 million. The impairment charge is treated as a discrete item for the three months ended March 31, 2024, which impacted our effective tax rate versus our statutory tax rate.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Derivative Financial Instruments The Company is exposed to interest risk on its floating rate debt. On September 12, 2023, the Company entered into 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. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The Company entered into these agreements 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 6 Fair Value Measurements. The gain or loss on the derivative is recorded in accumulated other comprehensive (loss) income 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) 2024 Balance as of January 1 $ (11,778) Unrealized gain recognized in other comprehensive income before reclassifications 6,963 Reclassifications to interest expense 1,579 Balance as of March 31, net of tax $ (3,236) There was no cash flow hedge activity during the three months ended March 31, 2023. The Company recognized a $1.6 million gain related to the cash flow derivatives for the three months ended March 31, 2024. The gain is recognized within interest expense in the accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income. The following table represents the fair value of derivative assets and liabilities within the condensed consolidated balance sheets: (in thousands) Fair Value at March 31, 2024 Fair Value at December 31, 2023 Derivatives designated as cash flow hedging instruments: Other current assets, net $ 3,370 $ 1,822 Other liabilities $ 7,109 $ 16,782

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt As of March 31, 2024, and December 31, 2023, long-term debt consisted of the following: Key Terms March 31, 2024 December 31, 2023 (in thousands) Character Priority Maturity Coupon Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) $ 1,291,875 $ 1,295,188 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% 979,827 979,827 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,253,890 1,275,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 11 15 Long-term debt 4,575,603 4,600,030 Less: current portion of long-term debt (13,250) (13,250) Discount - Term Loan B (8,871) (9,331) Discount – Senior Convertible PIK Notes (17,431) (18,833) Less: debt discounts, net (26,302) (28,164) Debt issuance costs - Term Loan B (4,828) (5,079) Debt issuance costs - 5.50% Senior Secured Notes (10,499) (10,933) Debt issuance costs - 5.750% Notes (9,427) (9,871) Less: debt issuance costs, net (24,754) (25,883) Long-term debt, net $ 4,511,297 $ 4,532,733 (1) Beginning December 31, 2021 and quarterly thereafter, we will repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) 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 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 9.86% as of March 31, 2024. (3) The Senior Convertible PIK Notes are convertible into shares of the Company's Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. During the three months ended March 31, 2024, the Company purchased and cancelled $21.1 million of the Senior Convertible PIK Notes. The repurchases resulted in the recognition of a gain on extinguishment of $5.9 million during the three months ended March 31, 2024, which are included in gain on extinguishment of debt in the accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income. As of March 31, 2024 and December 31, 2023, the Company was in compliance with all of the debt covenants. See our discussion of Debt Covenants and Events of Default provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Private Placement Warrants and

Private Placement Warrants and Unvested Founder Shares	3 Months Ended
	Mar. 31, 2024
Warrants and Rights Note Disclosure [Abstract]
Private Placement Warrants and Unvested Founder Shares	Private Placement Warrants and Unvested Founder Shares The Company classifies the Private Placement Warrants and Unvested Founder Shares as a liability on its unaudited condensed consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement that does not meet the scope of the fixed-for-fixed exception in Accounting Standards Codification 815. The Private Placement Warrants and Unvested Founder Shares were initially recorded at fair value on the date of consummation of the Transactions and are subsequently adjusted to fair value at each subsequent reporting date. The fair value of the Unvested Founder Shares and unvested Private Placement Warrants is obtained using a Monte Carlo model and the fair value of the remaining Private Placement Warrants is obtained using a Black Scholes model, together referenced as the "option pricing" model. The Company will continue to adjust the liability for changes in fair value for the founder shares until the earlier of the re-vesting or forfeiture of these instruments. The Company will continue to adjust the liability for changes in fair value for the Private Placement Warrants until the warrant is equity classified. As of March 31, 2024 and December 31, 2023, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) March 31, 2024 December 31, 2023 Private Placement Warrants $ 157 $ 183 Unvested Founder Shares $ 190 $ 294 For the three months ended March 31, 2024, the change in fair values was primarily due to the change in expected term and the decrease in the price of the Company's Class A common stock over that period. The accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income include (gains) losses related to the change in fair value of the Private Placement Warrants and Unvested Founder Shares for the three months ended March 31, 2024 and 2023 as follows: Three Months Ended March 31, (in thousands) 2024 2023 Private Placement Warrants $ (26) $ 763 Unvested Founder Shares (104) 868 (Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares $ (130) $ 1,631

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024 and December 31, 2023 included money market funds of $20.0 million, which were valued based on Level 1 measurements using quoted prices in active markets for identical assets. As of March 31, 2024 and December 31, 2023, the Company's carrying amount and fair value of long-term debt consisted of the following: March 31, 2024 December 31, 2023 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount $ 1,283,004 $ 1,243,231 $ 1,285,857 $ 1,243,424 5.50% Senior Secured Notes 1,050,000 893,550 1,050,000 946,050 5.750% Notes 979,827 772,104 979,827 805,418 Senior Convertible PIK Notes, net of discount 1,236,459 876,649 1,256,167 869,268 Finance lease obligations 11 11 15 15 Total Liabilities $ 4,549,301 $ 3,785,545 $ 4,571,866 $ 3,864,175 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 of $519.1 million for these assets for the three months ended March 31, 2024 and none for the three months ended March 31, 2023. 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 March 31, 2024, the carrying amount of these alternative investments, recorded under Other assets, net in the unaudited condensed consolidated balance sheets, was $15.0 million. There were no write-ups due to observable price changes or write-downs due to impairment in the current period.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has certain irrevocable letters of credit used to satisfy real estate lease agreements for three of our offices in lieu of security deposits in the amount of $1.8 million outstanding as of March 31, 2024 and December 31, 2023. 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 March 31, 2024 and December 31, 2023. Claims and Litigation The Company is a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters as well as regulatory investigations, all of which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, the Company does not believe they will result, individually or in the aggregate, in a material adverse effect upon our financial condition, results of operations, or cash flows. We accrue for costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. Such accruals are included in accrued legal contingencies on the accompanying unaudited condensed consolidated balance sheets. In addition, we accrue for legal fees incurred in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable under our existing insurance coverage that we are able to recover losses and legal fees related to contingencies, we record such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In our determination of the probability and ability to estimate contingent liabilities and related insurance recoveries we consider the following: litigation exposure based on currently available information, consultations with external legal counsel, adequacy and applicability of existing insurance coverage, appeal bonds or similar instrument posted, and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income during the period of the change and appropriately reflected in accrued legal contingencies on the accompanying unaudited condensed consolidated balance sheets.

Shareholder's Equity

Shareholder's Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Shareholders' Equity	Shareholder's Equity On February 27, 2023, the Board approved a repurchase program, authorizing, but not obligating, the Company's repurchase of up to an aggregate amount of $100.0 million of its Class A common stock from time to time through December 31, 2023. On November 8, 2023, the Board extended the repurchase program through December 31, 2024. As of March 31, 2024, the Company has spent $25.6 million, including commissions, for the repurchase of its Class A common stock as part of this program using cash on hand, of which $10.4 million was spent during the three months ended March 31, 2024.

Basic and Diluted (Loss) Earnin

Basic and Diluted (Loss) Earnings Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Basic and Diluted (Loss) Earnings Per Share	Basic and Diluted (Loss) Earnings Per Share Basic and diluted (loss) earnings per share was calculated as follows: Three Months Ended March 31, (in thousands, except number of shares and per share data) 2024 2023 Numerator for earnings per share calculation Net (loss) income $ (539,689) $ 209 Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 646,334,247 638,721,991 Effect of stock-based compensation — 2,179,298 Weighted average number of shares outstanding – diluted 646,334,247 640,901,289 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.83) $ 0.00 Net (loss) income per share – diluted $ (0.83) $ 0.00 As of the three months ended March 31, 2023, we have excluded from the calculation of diluted net (loss) income per share the instruments whose effect would have been anti-dilutive, including (i) 58,500,000 warrants outstanding, (ii) 100,000,000 shares which may be issued upon conversion of the Senior Convertible PIK Notes, and (iii) 12,404,080 Unvested Founder Shares. Additionally, we have excluded from the calculation of diluted net (loss) income per share awards within the 2020 Omnibus Incentive Plan, whose effect would have been anti-dilutive of 15,880,120 for the three months ended March 31, 2023. For the three months ended March 31, 2024, potentially dilutive securities were excluded from the calculation of diluted net loss per share, as their effect would have been anti-dilutive given the Company's losses incurred. Therefore, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share is the same.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The accompanying unaudited condensed consolidated statements of (loss) income and comprehensive (loss) income include related party expenses of $36 thousand and $63 thousand for the three months ended March 31, 2024 and 2023, respectively. These expenses are associated with a software license from Abacus Insights, Inc., as well as customer service software and captive management services from companies controlled by Hellman & Friedman LLC.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net (loss) income	$ (539,689)	$ 209

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

General Information and Basis_2

General Information and Basis of Accounting (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of MultiPlan Corporation have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of MultiPlan Corporation and the notes thereto, included in the Company’s 2023 Annual Report. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2024 and December 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been included.
Consolidation	Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of MultiPlan Corporation have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Certain information and disclosures required by accounting principles generally accepted in the United States (GAAP) for complete consolidated financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of MultiPlan Corporation and the notes thereto, included in the Company’s 2023 Annual Report. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2024 and December 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been included.
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.
Revenue Recognition	Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our percentage of savings contracts, portions of revenue that are recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of Payors not utilizing the discounts that were initially calculated, or differences between the Company’s estimates of savings achieved for a customer and the amounts self-reported in the following month by that same customer. Significant judgment is used in constraining estimates of variable consideration, and is based upon both customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual terms, and performance guarantees. We update our estimates at the end of each reporting period as additional information becomes available. There have not been any material changes to estimates of variable consideration for performance obligations satisfied prior to the three months ended March 31, 2024. 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.
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 Company entered into these agreements 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.
Stock-Based Compensation	Stock-Based Compensation In 2024, the Company began granting a new type of award via the 2020 Omnibus Incentive Plan, in the form of employee performance stock units ("PSUs"). The PSUs vest approximately three years after grant if certain performance metrics are met, as follows: 50% of the PSUs may be earned based on the Company’s relative total stockholder return (“RTSR”) over the measurement period from January 1, 2024 to December 31, 2026 compared to the Russel 2000, and 50% of the PSUs may be earned based on the cumulative revenue from January 1, 2024 to December 31, 2025. The fair value assigned to PSUs is determined using the market price of the Company’s stock on the grant date for the performance based awards, i.e. the revenue PSUs, and by using a Monte Carlo simulation for the market based awards, i.e. the RTSR PSUs. Stock-based compensation costs associated with awards with a performance condition are re-assessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of shares of common stock that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and ranges from 0% to 150% of the initial PSU grant. The Monte Carlo simulation model uses the same input assumptions as the Black-Scholes model to determine the expected potential ranking of the Company against the Russel 2000, i.e. the probability of satisfying the market condition defined in the award. Expected volatility in the model was estimated based on the volatility of historical stock prices over a period matching the expected term of the award. The risk-free interest rate is based on U.S. Treasury yield constant maturities for a term matching the expected term of the award. 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 Company recognizes forfeitures as they occur.
New Accounting Pronouncements Issued but Not Yet Adopted	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. Retrospective adoption is required for all prior periods presented. 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. ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively for all prior periods presented. The Company is currently evaluating the impact of this disclosure.

General Information and Basis_3

General Information and Basis of Accounting (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Disaggregation of Revenue	The following table presents revenues disaggregated by services and contract types: Three Months Ended March 31, (in thousands) 2024 2023 Revenues Network-Based Services $ 46,155 $ 57,195 PSAV 31,222 40,950 PEPM 13,053 14,898 Other 1,880 1,347 Analytics-Based Services 160,092 152,420 PSAV 148,615 147,340 PEPM 9,401 5,080 Other 2,076 — Payment and Revenue Integrity Services 28,261 26,979 PSAV 28,152 26,872 PEPM 109 107 Total Revenues $ 234,508 $ 236,594 Percent of PSAV revenues 88.7 % 90.9 % Percent of PEPM revenues 9.6 % 8.5 % Percent of other revenues 1.7 % 0.6 %

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	As of each balance sheet date, other intangible assets consisted of the following: March 31, 2024 December 31, 2023 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,197,480 $ (2,160,744) $ 2,036,736 $ 4,197,480 $ (2,090,703) $ 2,106,777 Provider network 15 years 896,800 (467,332) 429,468 896,800 (452,386) 444,414 Technology 6 years 21,850 (6,326) 15,524 21,850 (5,455) 16,395 Trade names 9 years 2,670 (982) 1,688 2,670 (919) 1,751 Trade names Indefinite 60,300 — 60,300 63,000 — 63,000 Non-compete 5 years 1,000 (180) 820 1,000 (130) 870 Total $ 5,180,100 $ (2,635,564) $ 2,544,536 $ 5,182,800 $ (2,549,593) $ 2,633,207
Schedule of Goodwill	Goodwill for the three months ended March 31, 2024 and 2023 was as follows: (in thousands) 2024 2023 Beginning balance, January 1 $ 3,829,002 $ 3,705,199 Loss on impairment (516,350) — Ending balance, March 31 $ 3,312,652 $ 3,705,199

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities (Tables)	3 Months Ended
	Mar. 31, 2024
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) 2024 Balance as of January 1 $ (11,778) Unrealized gain recognized in other comprehensive income before reclassifications 6,963 Reclassifications to interest expense 1,579 Balance as of March 31, net of tax $ (3,236)
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value	The following table represents the fair value of derivative assets and liabilities within the condensed consolidated balance sheets: (in thousands) Fair Value at March 31, 2024 Fair Value at December 31, 2023 Derivatives designated as cash flow hedging instruments: Other current assets, net $ 3,370 $ 1,822 Other liabilities $ 7,109 $ 16,782

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	As of March 31, 2024, and December 31, 2023, long-term debt consisted of the following: Key Terms March 31, 2024 December 31, 2023 (in thousands) Character Priority Maturity Coupon Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) $ 1,291,875 $ 1,295,188 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% 979,827 979,827 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,253,890 1,275,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 11 15 Long-term debt 4,575,603 4,600,030 Less: current portion of long-term debt (13,250) (13,250) Discount - Term Loan B (8,871) (9,331) Discount – Senior Convertible PIK Notes (17,431) (18,833) Less: debt discounts, net (26,302) (28,164) Debt issuance costs - Term Loan B (4,828) (5,079) Debt issuance costs - 5.50% Senior Secured Notes (10,499) (10,933) Debt issuance costs - 5.750% Notes (9,427) (9,871) Less: debt issuance costs, net (24,754) (25,883) Long-term debt, net $ 4,511,297 $ 4,532,733 (1) Beginning December 31, 2021 and quarterly thereafter, we will repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) 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 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 9.86% as of March 31, 2024. (3) The Senior Convertible PIK Notes are convertible into shares of the Company's Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments.

Private Placement Warrants an_2

Private Placement Warrants and Unvested Founder Shares (Tables)	3 Months Ended
	Mar. 31, 2024
Warrants and Rights Note Disclosure [Abstract]
Schedule of Fair Value of Private Placement Warrants and Unvested Founder Shares	As of March 31, 2024 and December 31, 2023, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) March 31, 2024 December 31, 2023 Private Placement Warrants $ 157 $ 183 Unvested Founder Shares $ 190 $ 294 Three Months Ended March 31, (in thousands) 2024 2023 Private Placement Warrants $ (26) $ 763 Unvested Founder Shares (104) 868 (Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares $ (130) $ 1,631

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments	As of March 31, 2024 and December 31, 2023, the Company's carrying amount and fair value of long-term debt consisted of the following: March 31, 2024 December 31, 2023 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount $ 1,283,004 $ 1,243,231 $ 1,285,857 $ 1,243,424 5.50% Senior Secured Notes 1,050,000 893,550 1,050,000 946,050 5.750% Notes 979,827 772,104 979,827 805,418 Senior Convertible PIK Notes, net of discount 1,236,459 876,649 1,256,167 869,268 Finance lease obligations 11 11 15 15 Total Liabilities $ 4,549,301 $ 3,785,545 $ 4,571,866 $ 3,864,175

Basic and Diluted (Loss) Earn_2

Basic and Diluted (Loss) Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Basic and Diluted Earnings Per Share	Basic and diluted (loss) earnings per share was calculated as follows: Three Months Ended March 31, (in thousands, except number of shares and per share data) 2024 2023 Numerator for earnings per share calculation Net (loss) income $ (539,689) $ 209 Denominator for earnings per share calculation Weighted average number of shares outstanding – basic 646,334,247 638,721,991 Effect of stock-based compensation — 2,179,298 Weighted average number of shares outstanding – diluted 646,334,247 640,901,289 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.83) $ 0.00 Net (loss) income per share – diluted $ (0.83) $ 0.00

General Information and Basis_4

General Information and Basis of Accounting - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 234,508	$ 236,594
PSAV | Revenue Benchmark | Contract Type
Disaggregation of Revenue [Line Items]
Customer concentration risk percentage	88.70%	90.90%
PEPM | Revenue Benchmark | Contract Type
Disaggregation of Revenue [Line Items]
Customer concentration risk percentage	9.60%	8.50%
Other | Revenue Benchmark | Contract Type
Disaggregation of Revenue [Line Items]
Customer concentration risk percentage	1.70%	0.60%
Network-Based Services
Disaggregation of Revenue [Line Items]
Revenues	$ 46,155	$ 57,195
Network-Based Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	31,222	40,950
Network-Based Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	13,053	14,898
Network-Based Services | Other
Disaggregation of Revenue [Line Items]
Revenues	1,880	1,347
Analytics-Based Services
Disaggregation of Revenue [Line Items]
Revenues	160,092	152,420
Analytics-Based Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	148,615	147,340
Analytics-Based Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	9,401	5,080
Analytics-Based Services | Other
Disaggregation of Revenue [Line Items]
Revenues	2,076	0
Payment and Revenue Integrity Services
Disaggregation of Revenue [Line Items]
Revenues	28,261	26,979
Payment and Revenue Integrity Services | PSAV
Disaggregation of Revenue [Line Items]
Revenues	28,152	26,872
Payment and Revenue Integrity Services | PEPM
Disaggregation of Revenue [Line Items]
Revenues	$ 109	$ 107

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (2,635,564)	$ (2,549,593)
Gross Carrying Amount	60,300	63,000
Net Carrying Value	60,300	63,000
Gross Carrying Amount	5,180,100	5,182,800
Net Carrying Value	$ 2,544,536	2,633,207
Client relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period	15 years
Gross Carrying Amount	$ 4,197,480	4,197,480
Accumulated Amortization	(2,160,744)	(2,090,703)
Net Carrying Value	$ 2,036,736	2,106,777
Provider Network
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period	15 years
Gross Carrying Amount	$ 896,800	896,800
Accumulated Amortization	(467,332)	(452,386)
Net Carrying Value	$ 429,468	444,414
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period	6 years
Gross Carrying Amount	$ 21,850	21,850
Accumulated Amortization	(6,326)	(5,455)
Net Carrying Value	$ 15,524	16,395
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period	9 years
Gross Carrying Amount	$ 2,670	2,670
Accumulated Amortization	(982)	(919)
Net Carrying Value	$ 1,688	1,751
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period	5 years
Gross Carrying Amount	$ 1,000	1,000
Accumulated Amortization	(180)	(130)
Net Carrying Value	$ 820	$ 870

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Goodwill Roll forward (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill [Roll Forward]
Beginning balance	$ 3,829,002,000	$ 3,705,199,000
Loss on impairment	(516,350,000)	0
Ending balance	$ 3,312,652,000	$ 3,705,199,000

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 3,312,652,000	$ 3,705,199,000	$ 3,829,002,000	$ 3,705,199,000
Impairment loss on indefinite-lived intangible assets	2,700,000	0
Impairment loss on goodwill	516,350,000	0
Loss on impairment of goodwill and intangible assets	519,050,000	$ 0
Goodwill, impairment loss, permanently nondeductible, amount	490,200,000
Nondeductible expense, impairment charge	$ 103,000,000

Derivative Financial Instrume_2

Derivative Financial Instruments - Narrative (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions	Mar. 31, 2024	Sep. 12, 2023
Interest Expense
Derivative [Line Items]
Derivative asset	$ 1.6
Cash Flow Hedging
Derivative [Line Items]
Notional amount of derivative		$ 800

Derivative Financial Instrume_3

Derivative Financial Instruments - AOCI Rollforward (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Derivative, Accumulated Other Comprehensive Income, Cash Flow Hedge [Roll Forward]
Balance at beginning of period	$ 1,709,124
Balance at end of period	1,170,382
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent
Derivative, Accumulated Other Comprehensive Income, Cash Flow Hedge [Roll Forward]
Balance at beginning of period	(11,778)
Unrealized gain recognized in other comprehensive income before reclassifications	6,963
Reclassifications to interest expense	1,579
Balance at end of period	$ (3,236)

Derivative Financial Instrume_4

Derivative Financial Instruments - Fair Value of Derivative Assets and Liabilities (Details) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Other current assets, net
Derivative [Line Items]
Derivative asset	$ 3,370	$ 1,822
Other liabilities
Derivative [Line Items]
Derivative liability	$ 7,109	$ 16,782

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Dec. 31, 2021	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Long-term debt, net	Long-term debt, net
Finance lease obligations, non-current		$ 11	$ 15
Long-term debt		4,575,603	4,600,030
Less: current portion of long-term debt		(13,250)	(13,250)
Less: debt discounts, net		(26,302)	(28,164)
Less: debt issuance costs, net		(24,754)	(25,883)
Long-term debt, net		$ 4,511,297	4,532,733
Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage (in percent)		3.38%
Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage (in percent)		20.31%
Term Loan B | Variable Rate Option 1
Debt Instrument [Line Items]
Debt instrument, basis spread, base rate		0.50%
Term Loan B | Variable Rate Option 2
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		4.25%
Term Loan B | Variable Rate Option 2 | Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread, base rate		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		1%
5.750% Notes Due 2028
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		3.50%
Revolver B | Variable Rate Option 2 | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		4%
Revolver B | Variable Rate Option 2 | Fed Funds Effective Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.50%
Revolver B | Variable Rate Option 2 | Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread, base rate		1%
Revolver B | Variable Rate Option 2 | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1%
Term loans | Term Loan B
Debt Instrument [Line Items]
Long-term debt		$ 1,291,875	1,295,188
Less: debt discounts, net		(8,871)	(9,331)
Less: debt issuance costs, net		(4,828)	(5,079)
Periodic payment, percentage of principal (in percent)	0.25%
Debt instrument, face amount		$ 1,325,000
Debt instrument, effective interest rate, percentage (in percent)		9.86%
Senior notes | 5.50% Senior Secured Notes
Debt Instrument [Line Items]
Long-term debt		$ 1,050,000	1,050,000
Interest rate, stated percentage (in percent)		5.50%
Less: debt issuance costs, net		$ (10,499)	(10,933)
Senior notes | 5.750% Notes Due 2028
Debt Instrument [Line Items]
Long-term debt		$ 979,827	979,827
Interest rate, stated percentage (in percent)		5.75%
Less: debt issuance costs, net		$ (9,427)	(9,871)
PIK Note | Senior Convertible PIK Notes
Debt Instrument [Line Items]
Long-term debt		$ 1,253,890	1,275,000
Cash interest rate (in percent)		6%
Paid-in-kind interest rate (in percent)		7%
Less: debt discounts, net		$ (17,431)	$ (18,833)
PIK Note | Senior Convertible PIK Notes | Common Class A
Debt Instrument [Line Items]
Debt instrument, convertible, conversion price (in USD per share)		$ 13

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Gain on extinguishment of debt	$ 5,913	$ 36,778
5.750% Notes Due 2028
Debt Instrument [Line Items]
Extinguishment of debt	21,100
Gain on extinguishment of debt	$ 5,900

Private Placement Warrants an_3

Private Placement Warrants and Unvested Founder Shares - Schedule of Warrants and Unvested Founder Shares (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Warrant or Right [Line Items]
(Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares	$ (130)	$ 1,631
Private Placement Warrants
Class of Warrant or Right [Line Items]
Fair value of warrants or unvested founder shares	157		$ 183
(Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares	(26)	763
Unvested Founder Shares
Class of Warrant or Right [Line Items]
Fair value of warrants or unvested founder shares	190		$ 294
(Gain) loss on change in fair value of Private Placement Warrants and Unvested Founder Shares	$ (104)	$ 868

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash and cash equivalents	$ 58,695,000	$ 265,728,000	$ 71,547,000
Loss on impairment of goodwill and intangible assets	519,050,000	$ 0
Fair Value, Inputs, Level 2
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Equity securities	15,000,000
Money Market Funds | Fair Value, Inputs, Level 1
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash and cash equivalents	$ 20,000,000		$ 20,000,000

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest rate, stated percentage (in percent)	5.75%
Senior notes | 5.50% Senior Secured Notes
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest rate, stated percentage (in percent)	5.50%
Senior notes | 5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest rate, stated percentage (in percent)	5.75%
Carrying Amount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	$ 4,549,301	$ 4,571,866
Carrying Amount | Term loans | Term Loan B, net of discount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	1,283,004	1,285,857
Carrying Amount | Senior notes | 5.50% Senior Secured Notes
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	1,050,000	1,050,000
Carrying Amount | Senior notes | 5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	979,827	979,827
Carrying Amount | Senior Convertible PIK Notes, net of discount | Senior Convertible PIK Notes, net of discount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	1,236,459	1,256,167
Carrying Amount | Finance lease obligations
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	11	15
Fair Value
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	3,785,545	3,864,175
Fair Value | Term loans | Term Loan B, net of discount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	1,243,231	1,243,424
Fair Value | Senior notes | 5.50% Senior Secured Notes
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	893,550	946,050
Fair Value | Senior notes | 5.750% Notes Due 2028
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	772,104	805,418
Fair Value | Senior Convertible PIK Notes, net of discount | Senior Convertible PIK Notes, net of discount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	876,649	869,268
Fair Value | Finance lease obligations
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Long-term debt instrument, value	$ 11	$ 15

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) office	Dec. 31, 2023 USD ($)
Other Commitments [Line Items]
Number of offices | office	3
Letters of credit outstanding	$ 1.8	$ 1.8
Subsidiary Obligations
Other Commitments [Line Items]
Letters of credit outstanding	$ 6.1	$ 6.1

Shareholder's Equity (Details)

Shareholder's Equity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Feb. 27, 2023
Class of Stock [Line Items]
Repurchase of stock	$ 10,370	$ 5,718
Payments for repurchase of common stock	10,370	$ 5,718
Common Class A
Class of Stock [Line Items]
Stock repurchase program, authorized amount			$ 100,000
Repurchase of stock	$ 25,600

Basic and Diluted (Loss) Earn_3

Basic and Diluted (Loss) Earnings Per Share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator for earnings per share calculation
Net (loss) income	$ (539,689)	$ 209
Denominator for earnings per share calculation
Weighted average number of shares outstanding – basic (in shares)	646,334,247	638,721,991
Effect of stock-based compensation (in shares)	0	2,179,298
Weighted average number of shares outstanding – diluted (in shares)	646,334,247	640,901,289
(Loss) Income per share – basic and diluted:
Net (loss) income per share – Basic (in usd per share)	$ (0.83)	$ 0
Net (loss) income per share – Diluted (in usd per share)	$ (0.83)	$ 0

Basic and Diluted (Loss) Earn_4

Basic and Diluted (Loss) Earnings Per Share - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 shares
Warrants Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	58,500,000
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
Unvested Incentive Plan Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	15,880,120
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

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Related party expense		$ 63
Prepaid expenses	$ 24,377		$ 23,432
Software License Expense
Related Party Transaction [Line Items]
Related party expense	36
Related Party
Related Party Transaction [Line Items]
Prepaid expenses	$ 21		$ 36