Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 2, 2023

MultiPlan Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39228

84-3536151

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

115 Fifth Avenue

New York, New York 10003

(212) 780-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Shares of Class A Common Stock,

$0.0001 par value per share

MPLN

New York Stock Exchange

Warrants

MPLN.W

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Unless the context otherwise requires, “we,” “us,” “our,” “MultiPlan” and the “Company” refer to MultiPlan Corporation, a Delaware corporation, and its consolidated subsidiaries.

Item 2.02 Results of Operations and Financial Condition.

On August 2, 2023, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2023.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included in this Form 8-K:





			99.1			Press Release, dated August 2, 2023, reporting the Company’s financial results for the second quarter ended June 30, 2023.
			104			Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Forward-Looking Statements

This Report includes statements that express our management’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report, including the discussion of 2023 outlook and guidance, plans to expand or enhance the Company's products and service lines, and the long-term prospects of the Company. Such forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market information and management’s expectations, beliefs and forecasts concerning future events impacting the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that these forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward looking statements. These factors include: the ongoing COVID-19 pandemic and its related effects on our results of operations, financial performance, liquidity or other financial metrics; loss of our customers, particularly our largest customers; trends in the U.S. healthcare system, including recent trends of unknown duration of reduced healthcare utilization and increased patient financial responsibility for services; inability to preserve or increase our existing market share or the size of our preferred provider networks; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; decreases in discounts from providers; the loss of our existing relationships with providers; the loss of key members of our management team or inability to maintain sufficient qualified personnel; pressure to limit access to preferred provider networks; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to enter new lines of business and broaden the scope of our services; our ability to identify, complete and successfully integrate acquisitions; our ability to obtain additional financing; changes in our industry and in industry standards and technology; interruptions or security breaches of our information technology systems and other cybersecurity attacks; our ability to protect proprietary information, processes, and applications; our ability to maintain the licenses or rights of use for the software we use; our inability to expand our network infrastructure; changes in accounting principles or the incurrence of impairment charges; our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; our ability to continue to attract, motivate and retain a large number of skilled employees, and adapt to the effects of inflationary pressure on wages; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; adverse outcomes related to litigation or governmental proceedings; other factors disclosed in our Securities and Exchange Commission (“SEC”) filings; and other factors beyond our control.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements

involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including those under “Risk Factors” therein, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, and other documents filed or to be filed with the SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

EXHIBIT INDEX



Exhibit
Number						Description

99.1						Press Release, dated August 2, 2023, reporting the Company’s financial results for the second quarter ended June 30, 2023.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 2, 2023

MultiPlan Corporation

By: /s/ James M. Head

Name: James M. Head

Title: Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

RELEASE

MultiPlan Reports Second Quarter 2023 Results

–Q2 2023 Revenues of $238.0 million, Net Loss of $36.4 million, and Adjusted EBITDA of $152.7 million

–Identified potential medical cost savings of approximately $5.7 billion in Q2 2023, up 2% from Q1 2023

–In Q2 2023, acquired Benefits Science Technologies, a leading data science company, and partnered with ECHO Health to offer a B2B healthcare payments service

NEW YORK, NY — August 2, 2023 — MultiPlan Corporation (“MultiPlan” or the “Company”) (NYSE: MPLN), 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, today reported financial results for the second quarter ended June 30, 2023.

“The second quarter marked an inflection point for MultiPlan,” said Dale White, CEO of MultiPlan. “We executed on several key initiatives within our Growth Plan. These included the acquisition of Benefits Science Technologies (“BST”), which accelerates our new Data & Decision Science service line, and our new partnership with ECHO Health, which adds a B2B healthcare payments service to our suite of solutions. These actions, along with further progress we have made toward the launch of several new products to enhance our core business, position us for growth in 2024 and set us on a path of transformation over the next several years.”

“Also, a normalizing volume environment and favorable savings mix helped us deliver second quarter results at the high end of our expectations and in-line with our prior quarter, providing a solid baseline for the second half of 2023,” Mr. White continued. “Based on our second quarter results and our expectations for the second half, we are modestly increasing the midpoint of our revenue guidance range for full-year 2023, before the contribution of BST.”

Mr. White concluded, “As we move forward, we remain laser-focused on executing the plan we outlined at our Investor Day in June: leveraging the enormous strength of our platform; transforming our business by expanding our products and services; and unlocking the value of our franchise by accelerating our growth, diversifying our revenues, and improving our capital structure.”

Business and Financial Highlights

•Revenues of $238.0 million for Q2 2023, a decrease of 18.0%, compared to revenues of $290.1 million for Q2 2022. BST contributed $2.1 million to revenues in Q2 2023, reflecting a partial quarter since the close of the acquisition on May 8, 2023.

•Net loss of $36.4 million for Q2 2023, compared to net income of $13.5 million for Q2 2022.

•Adjusted EBITDA of $152.7 million for Q2 2023, compared to Adjusted EBITDA of $209.6 million for Q2 2022.

•Net cash provided by operating activities of $7.7 million for Q2 2023, compared to net cash provided by operating activities of $40.7 million for Q2 2022.

•Free Cash Flow of $(24.3) million for Q2 2023, compared to Free Cash Flow of $21.8 million for Q2 2022.

•In Q2 2023, the Company used $141.3 million of cash for the acquisition of Benefits Science LLC (“Benefits Science Technologies” or “BST”) and used $7.4 million to repurchase shares of its common stock in the open market.

•The Company ended Q2 2023 with $89.8 million of cash and cash equivalents on the balance sheet.

•The Company processed approximately $43.1 billion in claim charges during the second quarter of 2023, identifying potential medical cost savings of approximately $5.7 billion.

2023 Financial Guidance1

The Company is updating its Full Year 2023 guidance, as detailed in the table below:

Financial Metric

Prior FY 2023 Guidance (excluded BST)

Updated FY 2023 Guidance (includes BST)

Revenues

$925 million to $975 million

$950 million to $980 million

Adjusted EBITDA1

$600 million to $650 million

$615 million to $635 million

Interest expense

$325 million to $340 million

$325 million to $335 million

Cash flow from operations2

$175 million to $215 million

$160 million to $190 million

Capital expenditures

$100 million to $115 million

$110 million to $120 million

Depreciation

$70 million to $75 million

Amortization of intangible assets

$335 million to $345 million

$340 million to $345 million

Effective tax rate

25% to 28%

Our updated FY 2023 guidance includes approximately $12 million of revenues and adjusted EBITDA of $(2) million from the contribution of BST post-closing of the transaction.

The Company anticipates Q3 2023 revenues between $235 million and $250 million and Adjusted EBITDA1 between $150 million and $160 million.

Conference Call Information

The Company will host a conference call today, Wednesday, August 2, 2023 at 10:00 a.m. U.S. Eastern Time (ET) to discuss its financial results. Investors and analysts are encouraged to pre-register for the conference call by using the link below. Participants who pre-register will receive access details via email. Pre-registration may be completed at any time up to and following the call start time.

To pre-register, go to: https://www.netroadshow.com/events/login?show=1b7fdc10&confId=52126.

A live webcast of the conference call can be accessed through the Investor Relations section of the Company’s website at investors.multiplan.com/events-and-presentations. Participants should join the webcast ten minutes prior to the start of the conference call. The earnings press release and a supplemental slide deck will also be available on this section of the Company’s website.

For those unable to listen to the live conference call, a replay will be available approximately two hours after the call through the archived webcast on the Investor Relations section of the Company’s website or by dialing (866) 813-9403 or (929) 458-6194. The replay access code is 964758.

1 We have not reconciled the forward-looking Adjusted EBITDA guidance included above to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability and low visibility with respect to certain costs, the most significant of which are incentive compensation (including stock-based compensation), transaction-related expenses, and certain fair value measurements, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.

2 Cash flow from operations guidance includes the impact of approximately $22 million that MultiPlan paid in Q1 2023 in connection with the settlement of our previously disclosed Delaware stockholder litigation.

About MultiPlan

MultiPlan is committed to helping healthcare payors manage the cost of care, improve their competitiveness, and inspire positive change. Leveraging sophisticated technology, data analytics, and a team rich with industry experience, MultiPlan interprets customers' needs and customizes innovative solutions that combine its payment and revenue integrity, network-based, and analytics-based services. MultiPlan is a trusted partner to over 700 healthcare payors in the commercial health, government, and property and casualty markets. For more information, visit www.multiplan.com.

Investor Relations Contact

Luke Montgomery, CFA

SVP, Finance & Investor Relations

MultiPlan

866-909-7427

investor@multiplan.com

Shawna Gasik

AVP, Investor Relations

MultiPlan

866-909-7427

investor@multiplan.com

Forward Looking Statements

This press release includes statements that express our management’s opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release, including the discussion of 2023 outlook and guidance, plans to expand or enhance the Company’s products and service lines, and the long-term prospects of the Company. Such forward-looking statements are based on available current market information and management’s expectations, beliefs and forecasts concerning future events impacting the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that these forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include: the ongoing COVID-19 pandemic and its related effects on our results of operations, financial performance, liquidity or other financial metrics; loss of our customers, particularly our largest customers; trends in the U.S. healthcare system, including recent trends of unknown duration of reduced healthcare utilization and increased patient financial responsibility for services; inability to preserve or increase our existing market share or the size of our preferred provider networks; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; decreases in discounts from providers; the loss of our existing relationships with providers; the loss of key members of our management team or inability to maintain sufficient qualified personnel; pressure to limit access to preferred provider networks; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to enter new lines of business and broaden the scope of our services; our ability to identify, complete and successfully integrate acquisitions; our ability to obtain additional financing; changes in our industry and in industry standards and technology; interruptions or security breaches of our information technology systems and other cybersecurity attacks; our ability to protect proprietary information, processes and applications; our ability to maintain the licenses or rights of use for the software we use; our inability to expand our network infrastructure; changes in accounting principles or the incurrence of impairment charges; our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; our ability to continue to attract, motivate and retain a large number of skilled employees, and adapt to the effects of inflationary pressure on wages; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; adverse outcomes related to litigation or governmental proceedings; other factors disclosed in our Securities and Exchange Commission (“SEC”) filings from time to time, including, without limitation, those factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report for the three months ended March 31, 2023; and other factors beyond our control. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

There can be no assurance that future developments affecting our business will be those that we have anticipated. Forward-looking statements speak only as of the date made.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Free Cash Flow, Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio. A non-GAAP financial measure is generally defined as a numerical measure of a company’s financial or operating performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP.

EBITDA, Adjusted EBITDA, Free Cash Flow, Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio are supplemental measures of MultiPlan’s performance that are not required by or presented in accordance with GAAP. These measures are not measurements of our financial or operating performance under GAAP, have limitations as analytical tools and should not be considered in isolation or as an alternative to net income, cash flows or any other measures of performance prepared in accordance with GAAP.

EBITDA represents net income before interest expense, interest income, income tax provision, depreciation, amortization of intangible assets, and non-income taxes. Adjusted EBITDA is EBITDA as further adjusted by certain items as described in the table below.

In addition, in evaluating EBITDA and Adjusted EBITDA you should be aware that, in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and Adjusted EBITDA. The presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. The calculations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Based on our industry and debt financing experience, we believe that EBITDA and Adjusted EBITDA are customarily used by investors, analysts and other interested parties to provide useful information regarding a company’s ability to service and/or incur indebtedness.

We also believe that Adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Both EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and

•Although depreciation and amortization are non-cash charges, the tangible assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

MultiPlan’s presentation of Adjusted EBITDA should not be construed as an inference that our future results and financial position will be unaffected by unusual items.

Free Cash Flow is defined as net cash provided by operating activities less capital expenditures, all as disclosed in the Statements of Cash Flows. Unlevered Free Cash Flow is defined as net cash provided by operating activities less capital expenditures, plus cash interest paid, all as disclosed in the Statements of Cash Flows. Free Cash Flow and Unlevered Free Cash Flow are measures of our operational performance used by management to evaluate our

business after purchases of property and equipment and, in the case of Unlevered Free Cash Flow, prior to the impact of our capital structure. Free Cash Flow and Unlevered Free Cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, MultiPlan’s definitions of Free Cash Flow and Unlevered Free Cash Flow are limited, in that they do not represent residual cash flows available for discretionary expenditures, due to the fact that the measures do not deduct the payments required for debt service, in the case of Unlevered Free Cash Flow, and other contractual obligations or payments made for business acquisitions.

Adjusted Cash Conversion Ratio is defined as Unlevered Free Cash Flow divided by Adjusted EBITDA. MultiPlan believes that the presentation of the Adjusted Cash Conversion Ratio provides useful information to investors because it is a financial performance measure that shows how much of its Adjusted EBITDA MultiPlan converts into Unlevered Free Cash Flow.

MULTIPLAN CORPORATION

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	89,757	$	334,046
Restricted cash	6,137		6,513
Trade accounts receivable, net	69,904		78,907
Prepaid expenses	20,523		22,244
Prepaid taxes	17,195		1,351
Other current assets, net	5,512		3,676
Total current assets	209,028		446,737
Property and equipment, net	248,732		232,835
Operating lease right-of-use assets	22,618		24,237
Goodwill	3,829,356		3,705,199
Other intangibles, net	2,805,148		2,940,201
Other assets, net	21,508		21,895
Total assets	$	7,136,390	$	7,371,104
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	15,489	$	13,295
Accrued interest	56,866		57,982

Operating lease obligation, short-term	5,322		6,363
Current portion of long-term debt	13,250		13,250
Accrued compensation	28,413		34,568
Accrued legal contingencies	12,423		33,923
Other accrued expenses	15,641		16,463
Total current liabilities	147,404		175,844
Long-term debt	4,603,583		4,741,856
Operating lease obligation, long-term	19,716		20,894
Private Placement Warrants and Unvested Founder Shares	4,836		2,442
Deferred income taxes	592,331		639,498
Other liabilities	—		28
Total liabilities	5,367,870		5,580,562
Commitments and contingencies (Note 6)
Shareholders’ equity:
Shareholder interests
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued	—		—
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 667,381,255 and 666,290,344 issued; 649,480,795 and 639,172,938 shares outstanding	67		67
Additional paid-in capital	2,338,509		2,330,444
Retained deficit	(443,771)		(347,800)
Treasury stock — 17,900,460 and 27,117,406 shares	(126,285)		(192,169)
Total shareholders’ equity	1,768,520		1,790,542
Total liabilities and shareholders’ equity	$	7,136,390	$	7,371,104

MULTIPLAN CORPORATION

Unaudited Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	237,991	$	290,128	$	474,585	$	588,174
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	59,007		49,977		113,857		97,049
General and administrative expenses	39,750		40,085		71,217		72,673
Depreciation	18,901		17,171		37,107		33,767
Amortization of intangible assets	85,626		85,127		170,753		170,281
Total expenses	203,284		192,360		392,934		373,770
Operating income	34,707		97,768		81,651		214,404
Interest expense	82,475		72,696		165,903		144,141
Interest income	(2,366)		(46)		(5,605)		(58)
Gain on extinguishment of debt	—		—		(36,778)		—
Gain on investments	—		—		—		(289)
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	763		5,149		2,394		(7,592)
Net (loss) income before taxes	(46,165)		19,969		(44,263)		78,202
(Benefit) provision for income taxes	(9,795)		6,457		(8,102)		20,712
Net (loss) income	$	(36,370)	$	13,512	$	(36,161)	$	57,490

Weighted average shares outstanding – Basic	643,339,328		639,001,506		640,996,659		638,750,938
Weighted average shares outstanding – Diluted	643,339,328		640,097,349		640,996,659		639,709,247

Net (loss) income per share – Basic	$	(0.06)	$	0.02	$	(0.06)	$	0.09
Net (loss) income per share – Diluted	$	(0.06)	$	0.02	$	(0.06)	$	0.09

Comprehensive (loss) income	$	(36,370)	$	13,512	$	(36,161)	$	57,490

MULTIPLAN CORPORATION

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	Six Months Ended June 30,
	2023		2022
Operating activities:
Net (loss) income	$	(36,161)	$	57,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	37,107		33,767
Amortization of intangible assets	170,753		170,281
Amortization of the right-of-use asset	2,865		3,339
Stock-based compensation	8,522		7,234
Deferred income taxes	(47,167)		(59,481)
Non-cash interest costs	5,106		5,192
Gain on extinguishment of debt	(36,778)		—
Gain on equity investments	—		(289)
Loss on disposal of property and equipment	243		2,785
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares	2,394		(7,592)
Changes in assets and liabilities:
Accounts receivable, net	11,056		5,900
Prepaid expenses and other assets	522		9,888
Prepaid taxes	(15,844)		5,064
Operating lease obligation	(3,513)		(5,403)
Accounts payable, accrued expenses, legal contingencies and other	(27,205)		7,464
Net cash provided by operating activities	71,900		235,639
Investing activities:
Purchases of property and equipment	(55,095)		(43,399)
Proceeds from sale of investment	—		289
Purchase of equity investments	—		(15,000)
BST Acquisition, net of cash acquired	(141,294)		—


Net cash used in investing activities	(196,389)		(58,110)
Financing activities:
Repurchase of 5.750% Notes	(99,954)		—

Repayments of Term Loan B	(6,625)		(6,625)





Taxes paid on settlement of vested share awards	(457)		(2,196)



Purchase of treasury stock	(13,140)		—


Net cash used in financing activities	(120,176)		(8,821)
Net (decrease) increase in cash, cash equivalents and restricted cash	(244,665)		168,708
Cash, cash equivalents and restricted cash at beginning of period	340,559		188,379
Cash, cash equivalents and restricted cash at end of period	$	95,894	$	357,087

Cash and cash equivalents	$	89,757	$	354,310
Restricted cash	6,137		2,777
Cash, cash equivalents and restricted cash at end of period	$	95,894	$	357,087

Noncash investing and financing activities:
Purchases of property and equipment not yet paid	$	4,206	$	4,589
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	40
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	(161,484)	$	(139,013)
Income taxes, net of refunds	$	(55,533)	$	(72,452)

MULTIPLAN CORPORATION

Calculation of EBITDA and Adjusted EBITDA


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022

Net income (loss)	$	(36,370)	$	13,512	$	(36,161)	$	57,490
Adjustments:
Interest expense	82,475		72,696		165,903		144,141
Interest income	(2,366)		(46)		(5,605)		(58)
(Benefit) provision for income taxes	(9,795)		6,457		(8,102)		20,712
Depreciation	18,901		17,171		37,107		33,767
Amortization of intangible assets	85,626		85,127		170,753		170,281
Non-income taxes	662		440		1,003		993
EBITDA	$	139,133	$	195,357	$	324,898	$	427,326
Adjustments:
Other expenses, net(1)	353		2,543		238		1,653
Integration expenses	788		1,024		1,831		2,696
Change in fair value of Private Placement Warrants and unvested founder shares	763		5,149		2,394		(7,592)
Transaction-related expenses	6,818		1,457		7,836		4,012
Gain on extinguishment of debt	—		—		(36,778)		—
Gain on investments	—		—		—		(289)
Stock-based compensation	4,827		4,104		8,522		7,234
Adjusted EBITDA	$	152,682	$	209,634	$	308,941	$	435,040

(1) "Other expenses, net" represent miscellaneous non-recurring income, miscellaneous non-recurring expense, gain or loss on disposal of assets, impairment of other assets, gain or loss on disposal of leases, tax penalties, and non-integration related severance costs.

Calculation of Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023			2022			2023			2022

Net cash provided by operating activities	$	7,685		$	40,702		$	71,900		$	235,639
Purchases of property and equipment	(31,994)			(18,945)			(55,095)			(43,399)
Free Cash Flow	(24,309)			21,757			16,805			192,240
Interest paid	99,767			92,816			161,484			139,013
Unlevered Free Cash Flow	$	75,458		$	114,573		$	178,289		$	331,253

Adjusted EBITDA	$	152,682		$	209,634		$	308,941		$	435,040
Adjusted Cash Conversion Ratio	49		%	55		%	58		%	76		%

Net cash used in investing activities	$	(173,288)		(33,945)			$	(196,389)		$	(58,110)
Net cash used in financing activities	$	(10,739)		(3,551)			$	(120,176)		$	(8,821)

Cover	Aug. 02, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 02, 2023
Entity Registrant Name	MultiPlan Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39228
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001793229
Amendment Flag	false
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A Common Stock, $0.0001 par value per share
Trading Symbol	MPLN
Security Exchange Name	NYSE
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	MPLN.W
Security Exchange Name	NYSE