Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39228 | ||
Entity Registrant Name | MULTIPLAN CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3536151 | ||
Entity Address, Address Line One | 115 Fifth Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10003 | ||
City Area Code | 212 | ||
Local Phone Number | 780-2000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,453.1 | ||
Entity Common Stock, Shares Outstanding | 639,172,938 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001793229 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Title of 12(b) Security | Shares of Class A common stock, $0.001 par value per share | ||
Trading Symbol | MPLN | ||
Security Exchange Name | NYSE | ||
Warrants | |||
Class of Stock [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | MPLN.WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Chicago, Illinois |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 334,046 | $ 185,328 |
Restricted cash | 6,513 | 3,051 |
Trade accounts receivable, net | 78,907 | 99,905 |
Prepaid expenses | 22,244 | 24,910 |
Prepaid taxes | 1,351 | 5,064 |
Other current assets, net | 3,676 | 999 |
Total current assets | 446,737 | 319,257 |
Property and equipment, net | 232,835 | 213,238 |
Operating lease right-of-use assets | 24,237 | 30,104 |
Goodwill | 3,705,199 | 4,363,070 |
Other intangibles, net | 2,940,201 | 3,285,037 |
Other assets, net | 21,895 | 9,701 |
Total assets | 7,371,104 | 8,220,407 |
Current liabilities: | ||
Accounts payable | 13,295 | 13,005 |
Accrued interest | 57,982 | 55,685 |
Operating lease obligation, short-term | 6,363 | 6,883 |
Current portion of long-term debt | 13,250 | 13,250 |
Accrued compensation | 34,568 | 25,419 |
Accrued legal settlements | 33,923 | 9,646 |
Other accrued expenses | 16,463 | 18,020 |
Total current liabilities | 175,844 | 141,908 |
Long-term debt | 4,741,856 | 4,879,144 |
Operating lease obligation, long-term | 20,894 | 26,725 |
Private Placement Warrants and Unvested Founder Shares | 2,442 | 74,000 |
Deferred income taxes | 639,498 | 753,825 |
Other liabilities | 28 | 135 |
Total liabilities | 5,580,562 | 5,875,737 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued | 0 | 0 |
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 666,290,344 and 665,456,180 issued; 639,172,938 and 638,338,774 shares outstanding | 67 | 67 |
Additional paid-in capital | 2,330,444 | 2,311,660 |
Retained (deficit) earnings | (347,800) | 225,112 |
Treasury stock — 27,117,406 and 27,117,406 shares | (192,169) | (192,169) |
Total shareholders’ equity | 1,790,542 | 2,344,670 |
Total liabilities and shareholders’ equity | $ 7,371,104 | $ 8,220,407 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, share authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 666,290,344 | 665,456,180 |
Common stock, shares outstanding (in shares) | 639,172,938 | 638,338,774 |
Treasury stock (in shares) | 27,117,406 | 27,117,406 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 1,079,716 | $ 1,117,602 | $ 937,763 |
Costs of services (exclusive of depreciation and amortization of intangible assets shown below) | 204,098 | 175,292 | 318,675 |
General and administrative expenses | 166,837 | 151,095 | 355,635 |
Depreciation | 68,756 | 64,885 | 60,577 |
Amortization of intangible assets | 340,536 | 340,210 | 334,697 |
Loss on impairment of goodwill and intangible assets | 662,221 | 0 | 0 |
Total expenses | 1,442,448 | 731,482 | 1,069,584 |
Operating (loss) income | (362,732) | 386,120 | (131,821) |
Interest expense | 303,401 | 267,475 | 335,638 |
Interest income | (3,500) | (30) | (288) |
(Gain) loss on extinguishment of debt | (34,551) | 15,843 | 102,993 |
(Gain) loss on investments | (289) | (25) | 12,165 |
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares | (67,050) | (32,596) | (35,422) |
Net (loss) income before taxes | (560,743) | 135,453 | (546,907) |
Provision (benefit) for income taxes | 12,169 | 33,373 | (26,343) |
Net (loss) income | $ (572,912) | $ 102,080 | $ (520,564) |
Weighted average shares outstanding – Basic (in shares) | 638,925,689 | 651,006,567 | 470,785,192 |
Weighted average shares outstanding – Diluted (in shares) | 638,925,689 | 651,525,791 | 470,785,192 |
Net (loss) income per share – Basic (in usd per share) | $ (0.90) | $ 0.16 | $ (1.11) |
Net (loss) income per share – Diluted (in usd per share) | $ (0.90) | $ 0.16 | $ (1.11) |
Comprehensive (loss) income | $ (572,912) | $ 102,080 | $ (520,564) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock Issued | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Deficit) | Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment | Treasury stock | |
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 415,700,000 | |||||||
Beginning balance at Dec. 31, 2019 | [1] | $ 1,985,218 | $ 42 | $ 1,347,613 | $ 637,563 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Class B Unit expense | 405,843 | 405,843 | |||||||
2020 Omnibus Incentive Plan (Note 15) (in shares) | 31,250 | 13,087 | |||||||
2020 Omnibus Incentive Plan (Note 15) | (94) | (211) | $ (117) | ||||||
Effect of the Mergers (Note 4) (in shares) | 128,806,148 | ||||||||
Effect of the Mergers (Note 4) | (548,623) | $ 13 | (548,636) | ||||||
Private Placement Warrants and unvested founder shares (Note 10) (in shares) | (12,404,080) | ||||||||
Private Placement Warrants and Unvested Founder Shares (Note 10) | (142,019) | $ (2) | (142,017) | ||||||
PIPE Investment, net of costs (Note 4) (in shares) | 132,050,000 | ||||||||
PIPE Investment, net of costs (Note 4) | 1,467,409 | $ 13 | 1,467,396 | ||||||
Treasury stock purchases/ repurchase of common stock (in shares) | (9,094,876) | ||||||||
Treasury stock purchases / repurchase of common stock | (89,493) | $ (89,493) | |||||||
Net (loss) income | (520,564) | (520,564) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 664,183,318 | ||||||||
Ending balance at Dec. 31, 2020 | 2,557,865 | $ (227,841) | $ 66 | 2,530,410 | $ (233,874) | 116,999 | $ 6,033 | $ (89,610) | |
Ending balance (in shares) at Dec. 31, 2020 | (9,107,963) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
2020 Omnibus Incentive Plan (Note 15) (in shares) | 1,272,862 | ||||||||
2020 Omnibus Incentive Plan (Note 15) | (16,355) | $ (1) | (16,354) | ||||||
Tax withholding related to vesting of equity awards (in shares) | (345,733) | ||||||||
Tax withholding related to vesting of equity awards | (3,789) | (1,230) | $ (2,559) | ||||||
Treasury stock purchases/ repurchase of common stock (in shares) | (17,663,710) | ||||||||
Treasury stock purchases / repurchase of common stock | (100,000) | $ (100,000) | |||||||
Net (loss) income | $ 102,080 | 102,080 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 638,338,774 | 665,456,180 | |||||||
Ending balance at Dec. 31, 2021 | $ 2,344,670 | $ 67 | 2,311,660 | $ (233,900) | 225,112 | $ (192,169) | |||
Ending balance (in shares) at Dec. 31, 2021 | (27,117,406) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
2020 Omnibus Incentive Plan (Note 15) (in shares) | 834,164 | ||||||||
2020 Omnibus Incentive Plan (Note 15) | (16,739) | (16,739) | |||||||
Tax withholding related to vesting of equity awards | (2,463) | (2,463) | |||||||
Reclassification of Private Placement Warrants (Note 10) | 4,508 | 4,508 | |||||||
Net (loss) income | $ (572,912) | (572,912) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 639,172,938 | 666,290,344 | |||||||
Ending balance at Dec. 31, 2022 | $ 1,790,542 | $ 67 | $ 2,330,444 | $ (347,800) | $ (192,169) | ||||
Ending balance (in shares) at Dec. 31, 2022 | (27,117,406) | ||||||||
[1]The shares of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating activities: | |||
Net (loss) income | $ (572,912) | $ 102,080 | $ (520,564) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation | 68,756 | 64,885 | 60,577 |
Amortization of intangible assets | 340,536 | 340,210 | 334,697 |
Amortization of the right-of-use asset | 6,367 | 6,963 | 8,405 |
Loss on impairment of goodwill and intangible assets | 662,221 | 0 | 0 |
Stock-based compensation | 16,739 | 18,010 | 406,054 |
Deferred income taxes | (114,378) | (81,929) | (45,041) |
Non-cash interest costs | 10,539 | 12,259 | 22,888 |
Loss (gain) on extinguishment of debt | (34,551) | 15,843 | 102,993 |
(Gain) Loss on equity investments | (289) | 0 | 12,165 |
Loss on disposal of property and equipment | 1,051 | 2,991 | 610 |
Change in fair value of Private Placement Warrants and Unvested Founder Shares | (67,050) | (32,596) | (35,422) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | |||
Accounts receivable, net | 20,998 | (33,826) | 14,758 |
Prepaid expenses and other assets | 2,795 | (6,952) | (7,480) |
Prepaid taxes | 3,713 | (5,064) | 2,130 |
Operating lease obligation | (6,520) | (5,900) | (8,461) |
Accounts payable and accrued expenses and other | 34,349 | 7,713 | 29,065 |
Net cash provided by operating activities | 372,364 | 404,687 | 377,374 |
Investing activities: | |||
Purchases of property and equipment | (89,735) | (84,590) | (70,813) |
Proceeds from sale of investment | 289 | 5,641 | 0 |
Purchase of equity investments | 15,000 | 0 | 0 |
HST Acquisition, net of cash acquired | 0 | 246 | (140,032) |
DHP Acquisition, net of cash acquired | 0 | (149,676) | 0 |
Net cash used in investing activities | (104,446) | (228,379) | (210,845) |
Financing activities: | |||
Taxes paid on settlement of vested share awards | (2,463) | (3,789) | 0 |
Borrowings on revolving credit facility | 0 | 0 | 98,000 |
Repayment of revolving credit facility | 0 | 0 | (98,000) |
Effect of the Transactions | 0 | 0 | 682,408 |
Purchase of treasury stock | 0 | (100,000) | (101,123) |
Payment of debt issuance costs | 0 | 0 | (23,489) |
Borrowings on finance leases, net | (26) | (32) | (10) |
Net cash used in financing activities | (115,738) | (114,684) | (61,599) |
Net increase in cash, cash equivalents and restricted cash | 152,180 | 61,624 | 104,930 |
Cash, cash equivalents and restricted cash at beginning of period | 188,379 | 126,755 | 21,825 |
Cash, cash equivalents and restricted cash at end of period | 340,559 | 188,379 | 126,755 |
Cash and cash equivalents | 334,046 | 185,328 | 126,755 |
Restricted cash | 6,513 | 3,051 | 0 |
Cash, cash equivalents and restricted cash at end of period | 340,559 | 188,379 | 126,755 |
Noncash investing and financing activities: | |||
Purchases of property and equipment not yet paid | 4,784 | 5,930 | 4,334 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 3,631 | 6,880 | 10,210 |
Supplemental disclosure of cash flow information: | |||
Interest | (289,766) | (231,049) | (312,349) |
Income taxes, net of refunds | (124,082) | (131,517) | (3,917) |
Term Loan G | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Loss (gain) on extinguishment of debt | 15,800 | ||
Financing activities: | |||
Repayments of Term Loans | 0 | (2,341,000) | (369,000) |
7.125% Notes Due 2024 | |||
Financing activities: | |||
Extinguishment of debt | 0 | 0 | (1,615,583) |
Senior PIK notes | |||
Financing activities: | |||
Extinguishment of debt | 0 | 0 | (1,202,302) |
Senior Convertible PIK Notes | |||
Financing activities: | |||
Issuance of notes | 0 | 0 | 1,267,500 |
5.750% Notes | |||
Financing activities: | |||
Extinguishment of debt | (99,999) | 0 | 0 |
Issuance of notes | 0 | 0 | 1,300,000 |
Term Loan B | |||
Financing activities: | |||
Repayments of Term Loans | (13,250) | (3,313) | 0 |
Proceeds from Issuance of Secured Debt | 0 | 1,298,930 | 0 |
5.50% Senior Secured Notes | |||
Financing activities: | |||
Issuance of notes | $ 0 | $ 1,034,520 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2022 |
7.125% Notes Due 2024 | |
Interest rate, stated percentage (in percent) | 7.125% |
5.750% Notes | |
Interest rate, stated percentage (in percent) | 5.75% |
5.50% Senior Secured Notes | |
Interest rate, stated percentage (in percent) | 5.50% |
General Information and Busines
General Information and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information and Business | General Information and Business General Information MultiPlan Corporation, formerly known as Churchill Capital Corp III, was incorporated in Delaware on October 30, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 12, 2020, Churchill entered into the Merger Agreement by and among First Merger Sub, Second Merger Sub, Holdings, and MultiPlan Parent. On October 8, 2020, the Merger Agreement was consummated and the Transactions were completed. In connection with the Transactions, Churchill changed its name to MultiPlan Corporation and The New York Stock Exchange ticker symbols for its Class A common stock and warrants to "MPLN" and "MPLN.WS", respectively. The Transactions were accounted for as a reverse recapitalization. Under this method of accounting, Churchill has been treated as the acquired company for financial reporting purposes. This determination was primarily based on our existing stockholders being the majority stockholders and holding majority voting power in the combined company, our senior management comprising the majority of the senior management of the combined company, and our ongoing operations comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions were treated as the equivalent of MultiPlan issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized at fair value (which were consistent with carrying value), with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Polaris and the retained earnings of Polaris has been carried forward after the Transactions. Earnings per share calculations for all periods prior to the Transactions have been retrospectively adjusted for the equivalent number of shares reflecting the exchange ratio established in the Transactions. Throughout the Notes to Consolidated Financial Statements, unless otherwise noted, "we," "us," "our", "MultiPlan", and the "Company" and similar terms refer to Polaris and its subsidiaries prior to the consummation of the Transactions, and MultiPlan and its subsidiaries after the Transactions. Business We are a leading provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness to the U.S. healthcare industry. We do so through services focused on reducing medical cost and improving billing and payment accuracy for the Payors of healthcare, which are health insurers, self-insured employers, federal and state government-sponsored health plans (collectively "Payors") and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services. The Company, through its operating subsidiary, MultiPlan, Inc., offers these solutions nationally through its Analytics-Based Services, which reduce medical cost through data-driven algorithms which detect claims over-charges and either negotiate or recommend fair reimbursement using a variety of data sources and pricing algorithms, its Network-Based Services, which reduce medical cost through contracted discounts to form one of the largest independent preferred provider organizations in the United States, and outsourced network development and/or management services; and its Payment and Revenue Integrity Services, which reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore and preserve underpaid premium dollars. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims. Although the end beneficiary of our services are employers and other plan sponsors and their health plan members, for the most part our customers are Payors. We offer these Payors a single electronic gateway to a highly-integrated and comprehensive set of services in each of the above three categories, which are used in combination or individually to reduce the medical cost burden on their health plan customers and members while fostering fair and efficient payments to the providers. For the year ended December 31, 2022, our expansive network included access to over 1.3 million healthcare providers. Payors generally aim to pay provider claims at a discount to reduce cost, to eliminate any improperly billed charges before payment is made, and to recover any incorrectly paid charges after payment is made. Our Analytics-Based Services discount claims using data-driven negotiation and/or re-pricing methodologies to support payments to providers with whom contractual discounts are not possible and are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These services are generally priced at a bundled PEPM rate. Our Network-Based Services offer Payors a |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of all subsidiaries, all of which are wholly owned. The consolidated financial statements include the accounts of the Company and its subsidiaries for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company's estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, recoverability of long-lived assets, goodwill, valuation of Private Placement Warrants and Unvested Founder Shares, valuation of stock-based compensation awards and income taxes. COVID-19 COVID-19 has negatively impacted our business, results of operations, and financial condition during the years ended December 31, 2022, 2021 and 2020. Effects from COVID-19 began to impact our business in first quarter 2020 with various federal, state, and local governments and private entities mandating restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter-in-place orders. We temporarily closed all of our offices and restricted travel in 2020 and 2021 due to concern for our employees’ health and safety and also in compliance with state orders. Although our offices were opened for employees in 2022, most of our approximately 2,500 employees now work remotely. Other than these modifications, we have not experienced any material changes to our operations, including receiving and processing transactions with our customers as a result of COVID-19. For the year ended December 31, 2022, the Company’s revenues continue to be negatively impacted as a result of the medical charges received on non-COVID-19 claims from customers not yet reaching pre-COVID-19 pandemic levels due to fewer elective medical procedures and non-essential medical services. Such negative impacts, however, are to a lesser extent compared to the same period in 2020 and 2021, as vaccination rates have increased and most restrictions on medical services have been lifted. The extent of the ultimate impact of COVID-19 will depend on future developments of the pandemic, which remain uncertain. These developments include the number of confirmed cases, the emergence of highly contagious variants, and any actions taken by federal, state and local governments such as economic relief efforts, as well as the U.S. and global economies, consumer behavior and healthcare utilization patterns. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker. The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company's singular focus is being a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry. In addition, all of the Company's revenues and long-lived assets are attributable to operations in the United States for all periods presented. Business Combinations The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the Company then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable assets acquired and liabilities assumed. During the one-year period following the acquisition date, if an adjustment is identified based on new information about facts and circumstances that existed as of the acquisition date, the Company will record measurement-period adjustments related to the acquisitions in the period in which the adjustment is identified. Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interest and any non-controlling interests) less the net recognized amount (which is generally the fair value) of the identifiable assets acquired and liabilities assumed. Transaction costs, other than those associated with the issuance of debt or equity securities incurred in connection with a business combination, are expensed as incurred and included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amount of these investments approximates fair value due to the short maturity of those investments. The Company had deposits in two major financial institutions that exceeded Federal Deposit Insurance Corporation insurance limits. Management believes the credit risk related to these deposits is minimal. Restricted Cash In accordance with local insurance regulations, our insurance captive is required to meet and maintain minimum solvency capital requirements. The cash and cash equivalents held by our insurance captive have been classified in the line item restricted cash in our consolidated balance sheets because the assets are not available to satisfy our current obligations. See the Insurance section of this footnote for additional information on our captive insurance company. Accounts Receivable Accounts receivable are stated at the net amount expected to be collected, using an expected loss methodology that is referred to as the CECL. Allowance for Doubtful Accounts The Company is paid for virtually all of its services by insurance companies, third-party administrators and employers. Management estimates constraints on variable consideration for anticipated contractual billing adjustments that its customers or the Company may make to invoiced amounts; refer to Revenue Recognition accounting policies for additional detail. Management also maintains allowances for doubtful accounts for estimated losses resulting from the Company's customers' inability to make required payments. The Company establishes an allowance for doubtful accounts based upon a specific customer's credit risk. The following table details the changes in the allowance for doubtful accounts: (in thousands) 2022 2021 2020 Allowance as of January 1, $ 415 $ 466 $ 408 Provision for doubtful accounts — — 58 Write-offs of uncollectible receivables — (51) — Allowance as of December 31, $ 415 $ 415 $ 466 Management regularly evaluates the adequacy of the assumptions used in determining these allowances and adjusts as necessary. Changes in estimates are recognized in the period in which they are determined. Management writes off accounts after all substantial collection efforts have failed and any resulting losses are included in general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and amortized over the estimated useful lives once the software is ready for its intended use. Software training costs, maintenance and repairs are expensed as incurred. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in costs of goods sold and general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, that meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset, generally five years; and costs incurred in the post-implementation/operations stage are expensed as incurred. Leases Substantially all of our operating leases are related to office space we lease in various buildings for our own use. The terms of these non-cancelable operating leases typically require us to pay rent and a share of operating expenses and real estate taxes. We also lease equipment under both operating and finance lease arrangements. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Company's right to control the use of the underlying assets for the lease term and lease liabilities represent the Company's obligations to make lease payments arising from the Company's portfolio of leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term beginning at the lease commencement date. The lease term is the non-cancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified. The operating lease ROU assets are adjusted for lease incentives, any lease payments made prior to the commencement date and initial direct costs, if incurred. Our leases generally do not include an implicit rate; therefore, we use an incremental borrowing rate based on information available at the lease commencement date in determining the present value of future lease payments. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. The lease expense for our operating leases is recognized on a straight-line basis over the lease term and is included in cost of services or general and administrative expenses in our consolidated statements of (loss) income and comprehensive (loss) income. Finance leases are included in property and equipment, net and in long-term debt on our consolidated balance sheets. Our finance leases are not material to the financial statements as a whole. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense is recognized for these short-term leases on a straight-line basis over the lease term. See Note 7 Leases for additional information on leases. Goodwill and Other Intangible Assets Goodwill is calculated as the excess of the purchase price in an acquisition over the fair value of identifiable net assets acquired. Acquired intangible assets are separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the Company's intent to do so. The Company tests goodwill for impairment at least annually on November 1, or more frequently if there are events or circumstances indicating the carrying value of our reporting unit may exceed its fair value on a more likely than not basis. The impairment assessment compares the fair value of the reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of the reporting unit exceeds its fair value. Important factors that may trigger an impairment review include but are not limited to: • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • significant decline in the trading price of our Class A common stock; and • significant negative industry or economic trends. The Company is required to write down its goodwill and indefinite-lived intangible assets if they are determined to be impaired. The Company tests its goodwill for impairment on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below the operating segment (the component level), discrete financial information is prepared and regularly reviewed by management and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is not required to be performed. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative goodwill impairment test. In the quantitative impairment test of goodwill, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. This estimated enterprise fair value is then reconciled to our market enterprise value at year end within an appropriate implied market participant acquisition premium. Our market enterprise value is defined as our market capitalization plus our long-term debt, less our cash and cash equivalents and our non-operating assets. An implied market participant acquisition premium represents the additional value a buyer would pay to obtain control of the respective reporting unit because having control would lead to either higher cash flows, lower cost of capital or both. The carrying amount of the reporting unit consists of all assets and liabilities used to operate the reporting unit and if that carrying amount of the reporting unit after all of the reporting unit's other assets (excluding goodwill) have been adjusted for impairment exceeds the estimated fair value, an impairment charge is recorded for the amount that its carrying amount, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Indefinite-lived intangible assets, such as certain trademarks with indefinite lives, are subject to an impairment review annually and whenever indicators of impairment exist. We have the option to assess indefinite-lived intangible assets for impairment by first performing qualitative assessments to determine whether it is more-likely-than-not that the fair values of the indefinite-lived intangible assets are less than the carrying amounts. If we determine that it is more-likely-than-not that an indefinite-lived intangible asset is impaired, or if we elect not to perform an initial qualitative assessment, we then perform the quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying amount. In the quantitative impairment test of our indefinite-lived intangibles, we calculate the estimated fair value using the relief from royalty method. Under this method a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value. If the carrying amount exceeds the fair value of the indefinite-lived intangible asset, we write the carrying amount down to the fair value. We performed our annual impairment assessment of goodwill and indefinite-lived intangible assets as of November, however, based on significant declines in our market capitalization during the second half of the fourth quarter of 2022, we performed a quantitative impairment test as of December 31, 2022. The estimated fair value of our indefinite-lived intangibles was less than their carrying value and as a result a loss on impairment The quantitative assessment of our goodwill as of December 31, 2022 indicated that the estimated fair value of the reporting unit of approximately $6.3 billion was less than its carrying value of approximately $6.9 billion. As a result, a loss on impairment of $657.9 million was recorded during the year ended December 31, 2022. The loss on impairment of goodwill and intangible assets was primarily due to the impacts of macroeconomic factors. Our discounted cash flow analysis and the relief from royalty analysis utilized a higher discount rate for the 2022 impairment test, primarily due to central banks raising interest rates in 2022. The value of definite-lived intangible assets is recorded at their acquisition date fair value and amortized on a straight-line basis over their estimated lives. The Company tests definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. No definite-lived intangible asset impairment was identified in any of the periods presented. Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 16 years Provider Network 15 years Technology 4 to 5 years Trade Names 1 year to indefinite See Note 8 Goodwill and Other Intangible Assets for additional information. Revenue Recognition All revenue recognized in the consolidated statements of (loss) income and comprehensive (loss) income is considered to be revenue from contracts with customers. Revenue is generated from the compensation received from healthcare Payors in exchange for various cost management services and solutions. Our service offerings include the following: (i) Network-Based Solutions that process claims at a discount compared to billed fee-for-service rates while using an extensive network, (ii) Analytics-Based Solutions that use its leading and proprietary information technology platform to offer customers Analytics-Based Solutions to reduce medical costs and (iii) Payment and Revenue Integrity Solutions that use data, technology and clinical expertise to identify improper, unnecessary and excessive charges. Compensation from Payors includes (1) commissions received for each claim based on the PSAV achieved compared to the providers' billed fee-for service rates and (2) fees for standing ready to provide cost management solutions for each covered member, which are based on a PEPM. Our performance obligation to the customer for a PSAV arrangement is the cost management services provided for each submitted claim regardless of the service offering used to achieve savings, as they are not distinct in the context of the contract. Our performance obligation for PEPM arrangements is to stand ready to process and achieve savings for all covered members each month. For services performed under a PSAV arrangement, the Company enters into a contract with the customer once the claim is submitted. Revenue under a PSAV arrangement is entirely variable and estimated using the expected value method obtained by applying the contractual rates to the materialized savings that can be reliably estimated leveraging extensive historical data of results obtained for claims of similar nature. Revenue is recognized at a point in time where the customer obtains control over the service promised by the Company, which generally occurs when the Company successfully transfers the savings for the claim to the customer. Judgment is not typically required when assessing whether the savings have materialized. Fees from customers for standing ready to provide cost management solutions for each customer's members each month vary depending on the number of employees covered each month. PEPM contracts represent a series of performance obligations to stand ready to provide cost management solutions to our customers' covered employees on a monthly basis with each time increment representing a distinct service. We recognize revenue over time using the time elapsed output method. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Variable consideration is estimated using the expected value method based on our historical experience and best judgment at the time. Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our PSAV contracts, portions of revenue that is recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of Payors not utilizing the discounts that were initially calculated, or differences between the Company's estimates of savings achieved for a customer and the amounts self-reported in the following month by that same customer. Significant judgment is used when assessing whether estimates of variable consideration are constrained and these estimates are calculated based upon both customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual terms, and performance guarantees. When assessing the estimate of variable consideration, the period of historical experience considered as part of the expected value method requires significant management judgment. We update our estimates at the end of each reporting period as additional information becomes available. The timing of payments from customers from time to time generates contract assets or contract liabilities; however these amounts are immaterial in all periods presented. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 15 to 30 days. We do not have any significant financing components in our contracts with customers. The Company expenses sales commissions and other costs to obtain a contract when incurred, because our commissions are deemed contingent on factors broader than the simple intention of the contracts and cannot be considered directly incremental. These costs are recorded within cost of services. Practical Expedients and Accounting Policy Elections The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. The Company does not disclose the value of unsatisfied performance obligations, nor do we disclose the timing of revenue recognition for contracts with an original expected length of one year or less. The Company uses a portfolio approach when estimating the amount of consideration it expects to receive from certain classes of customer contracts with similar characteristics, and expects that the difference from applying the new revenue standard to a portfolio of contracts as compared to an individual contract would not result in a material effect on the financial statements. Disaggregation of Revenue The following table presents revenues disaggregated by services and contract types: For the Year Ended December 31, (in thousands) 2022 2021 2020 Revenues Network Services $ 245,280 $ 278,457 $ 271,262 PSAV 183,742 215,449 208,276 PEPM 55,001 55,684 55,301 Other 6,537 7,324 7,685 Analytic-Based Services 713,715 709,272 564,661 PSAV 691,524 692,880 560,981 PEPM 22,191 16,392 3,680 Payment Integrity Services 120,721 129,873 101,840 PSAV 120,259 129,477 101,753 PEPM 462 396 87 Total Revenues $ 1,079,716 $ 1,117,602 $ 937,763 Percent of PSAV revenues 92.2 % 92.9 % 92.9 % Percent of PEPM revenues 7.2 % 6.5 % 6.3 % Percent of other revenues 0.6 % 0.7 % 0.8 % Costs of Services Costs of services consist of all costs specifically associated with claims processing activities for customers, sales and marketing and the development and maintenance of the Company's networks and analytics-based solutions. Insurance The Company employs various risk transfer methodologies in dealing with the various insurance policies it purchases, including, for certain risks, a wholly-owned captive insurance subsidiary. These methodologies include the use of large deductible programs and self-insured retentions with stop loss limits. Errors and omissions liability, directors and officers liability, fiduciary liability, cybersecurity, employment practices liability and crime insurance are all claims made coverages and utilize self-insured retentions subject to an annual aggregate limit. These self-insured retentions range from $10,000 to $10,000,000 per claim. The Company retains the services of an insurance broker to assess current risk and exposure levels as a standalone entity. The appropriate types and levels of coverage were determined by the Company, and the Company had active policies providing the desired level of coverage deemed necessary by the Company. Health insurance and employee benefits are subject to the participant's deductible amounts with amounts exceeding the deductibles self-insured by the Company. The Company uses historical claim data and loss trends to project incurred losses and record loss reserves. Other factors utilized in determining loss reserves include, but are not limited to, the amount and timing of historical payments, severity of individual claims, jurisdictional considerations, the anticipated future volume of claims, the life span of various types of claims and input from the Company's legal representatives responsible for the defense of these claims. The ultimate value of casualty claims (primarily general liability) and professional liability (primarily errors and omissions) claims may take several years before becoming known. Liabilities associated with the risks that are retained by the Company are not discounted. The Company’s wholly-owned captive insurance subsidiary receives direct premiums, which are netted against the Company’s insurance company costs in general and administrative expenses, in the consolidated statements of (loss) income and comprehensive (loss) income. Stock-Based Compensation Prior to the Transactions The Company's awards were granted in the form of Units via the Polaris Agreement. Stock-based compensation was measured at the grant date based on the fair value of the award and was recognized as compensation expense, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions and using the graded-vesting method for awards with performance conditions. The fair value of the awards was re-measured at each reporting period. The Units were classified as liabilities and their fair value was re-measured at each reporting period. We determined the fair value of our awards based on (i) the customized payout structure of the subject Units, (ii) liquidity timing, and (iii) vesting hurdles, as applicable, based on the output of Monte Carlo simulations. The simulation was based on a risk neutral framework which is a common technique for valuing financial derivatives that possess optionality. Changes in the assumptions made on (i) liquidity dates, (ii) volatility, (iii) discount rates and (iv) the risk-free rate can materially affect the estimate of fair value and ultimately how much stock-based compensation expense was recognized. The Company has historically been a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The risk-free interest rate is based on U.S. Treasury constant maturity yields commensurate with the remaining term for each liquidity date assumption. These inputs are subjective and generally require significant analysis and judgment to develop. After the consummation of the Transactions The Company's awards are granted via the 2020 Omnibus Incentive Plan in the form of Employee RS, Employee RSUs, Fixed Value RSUs, Employee NQSOs (together "employee awards"), and Director RSUs. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as compensation expense for employee awards, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions. The compensation expense for Director RSUs is recognized in the same period(s) and in the same manner as if the Company had paid cash in exchange for the goods or services instead of a share-based award. The Company recognizes forfeitures as they occur. We determine the fair value of the Employee RS, Employee RSUs and Director RSUs with time based vesting using the value on our common stock on the date of the grant. We determine the fair value of Employee NQSOs with an exercise price equal to the price of the Company's Class A common stock on the grant date ("at-the-money") using a Black-Scholes option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and the expected term obtained using the simplified method of averaging the vesting term and the original contractual term of the options. The fair value of Employee NQSOs with an exercise price higher than the Company's Class A common stock on the grant date ("out-of-the-money") is estimated on the date of grant using a binomial-lattice option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and a sub optimal exercise factor calibrated to the valuation obtained from the Black-Scholes options model used for a hypothetical at-the-money option with the same vesting schedules. We determine the fair value of the Fixed Value RSUs using the fixed dollar amount of the award. The Fixed Value RSUs are classified as liabilities. Certain assumptions used in the model are subjective and require significant management judgmen |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements We consider the applicability and impact of all ASUs and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our consolidated financial position. New Accounting Pronouncements Recently Adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. We adopted this guidance on January 1, 2021 and it had no material impact on our consolidated financial statements.” ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this new accounting standard on January 1, 2021 on a modified retrospective basis. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the standard resulted in a reclassification to long-term debt of $297.9 million, corresponding to the equity component of $233.9 million previously recorded in additional paid-in capital, the deferred taxes related to the equity component as of January 1, 2021 of $70.0 million, and a cumulative-effect adjustment to increase retained earnings as of January 1, 2021 by $6.0 million, which reflects the elimination of the discount amortization related to the equity component in prior periods, net of deferred taxes. See Note 9 Long-Term Debt below for additional information on the impact of this adoption. New Accounting Pronouncements Issued but Not Yet Adopted ASU 2020-04, 2021-01 and 2022-06, Reference Rate Reform (Topic 848) and Reference Rate Reform (Topic 848): Scope . In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU 2022-06, which defers the effective date from December 31, 2022 to December 31, 2024. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2024, except for hedging transactions as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has senior secured credit facilities for which the interest rates are indexed on the LIBOR. The guidance did not have an impact on our financial position, results of operations or disclosures, but we will continue to evaluate its impact on contracts and hedging relationships modified on or before December 31, 2024. |
The Transactions
The Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Organization Transactions [Abstract] | |
The Transactions | The Transactions As discussed in Note 1 General Information and Business, on October 8, 2020, the Company consummated the Transactions. Upon the consummation of the Transactions: (i) First Merger Sub was merged with and into Polaris with Polaris being the surviving company in the merger and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Polaris was merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company. In connection with the consummation of the Transactions: • $1,521.0 million in cash was paid to Holdings on behalf of Holdings' equity holders as the closing cash consideration; • the Company issued 415,700,000 shares of its Class A common stock as closing share consideration; • holders of 8,693,855 shares of the Company's Class A common stock sold in its Initial Public Offering properly exercised their right to have such shares redeemed for a full pro rata portion of the Trust Account holding the proceeds from the Company's Initial Public Offering, calculated as of two business days prior to the consummation of the Transactions, or approximately $10.03 per share and $87.2 million in the aggregate; • the Company issued and sold to investors in a private placement, (x) 130,000,000 shares of the Company's Class A common stock at a purchase price of $10.00 per share for aggregate proceeds of $1,300.0 million, (y) warrants to purchase 6,500,000 shares of the Company's Class A common stock and (z) an additional 2,050,000 shares of the Company's Class A common stock in lieu of an original issue discount; • the Company issued and sold to investors in a private placement $1,300.0 million in aggregate principal amount of Senior Convertible PIK Notes, with an original issue discount of $32.5 million, for aggregate proceeds of $1,267.5 million; • the Senior PIK Notes were redeemed in full for a total redemption price of $1,237.6 million (which includes accrued interest through October 7, 2020); • all of the Company's 27,500,000 outstanding shares of Class B common stock were converted into shares of the Company's Class A common stock on a one-for-one basis; • the Company paid KG a transaction fee of $15.0 million and a placement fee of $15.5 million, all of which was paid in cash; and • The Sponsor elected to convert the full balance of the unsecured promissory note issued by the Company, in the principal amount of $1.5 million, into 1,500,000 Working Capital Warrants. The consummation of the Transactions constituted a definitive Liquidity Event under the agreements governing the Unit awards and as a result all unvested Units vested on October 7, 2020, as more fully described in Note 15 Stock-Based Compensation. Polaris recorded these awards within shareholders' equity as an equity contribution from Holdings based on the fair value of the outstanding Units at each reporting period. The settlement of these awards was made in a combination of cash and shares of the Company's Class A common stock and was included in the aggregate consideration paid to Polaris Owners. After giving effect to the Transactions and the redemption of public shares as described above, there were 664,152,068 shares of the Company's Class A common stock issued and 655,057,192 shares of the Company's Class A common stock outstanding, excluding (i) the 9,094,876 shares purchased by a subsidiary of MultiPlan in August 2020, which shares are held by the Company as treasury shares and (ii) the 12,404,080 founder shares that unvested in connection with the Transactions as more fully described in Note 10 Private Placement Warrants and Unvested Founder Shares. The shares, options and net loss per share available to holders of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions. In connection with the Transactions, the Company has incurred transaction costs. The transaction costs directly attributable to the Transactions for the year ended December 31, 2020 represent $113.1 million and have been recorded as a reduction to additional paid in capital in the accompanying consolidated balance sheets. The transaction costs considered incremental have been expensed as incurred and these amounts, $32.0 million, $4.5 million and $28.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, are included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. With respect to the years ended December 31, 2022 and 2021, transaction expenses mostly relate to the Delaware Stockholder Litigation further described in Note 13 Commitments and Contingencies. Remaining funds held on the Closing Date in the Trust Account of $792.7 million were released to be used for working capital and general corporate purposes. DHP Acquisition On February 26, 2021, the Company completed the acquisition of DHP, an analytics and technology company offering healthcare revenue and payment integrity services. The Company acquired 100 percent of the voting equity interest of DHP. The acquisition strengthens MultiPlan's service offering in the payment integrity market with new and complementary services to help its Payor customers manage the overall cost of care and improve their competitiveness. It also adds revenue integrity services for plans that receive premiums from the Centers for Medicare and Medicaid Services. The DHP acquisition was accounted for as a business combination using the acquisition method of accounting. As a result of the DHP acquisition and the application of purchase accounting, DHP's identifiable assets and liabilities were adjusted to their fair market values as of the acquisition date. The amount of DHP goodwill that is deductible for income tax purposes is $48.0 million. The following table summarizes the consideration transferred to acquire DHP and the amounts of identified assets acquired and liabilities assumed at the acquisition date: (in thousands) December 31, 2021 Measurement period adjustments December 31, 2022 Total consideration transferred in cash $ 151,776 $ — $ 151,776 Cash and cash equivalents 2,100 — 2,100 Trade accounts receivable, net 2,993 — 2,993 Prepaid expenses 369 — 369 Other current assets, net 119 — 119 Property and equipment, net (1) 9,056 — 9,056 Other assets 276 — 276 Other intangibles, net (2) 41,060 — 41,060 Accounts payable (458) — (458) Other accrued expenses (5,209) — (5,209) Deferred income taxes (6,215) (51) (6,266) Long-Term Liabilities (553) — (553) Total identifiable net assets 43,538 (51) 43,487 Goodwill $ 108,238 $ 51 $ 108,289 (1) Includes capitalized software of $8.9 million and other tangible assets of $0.2 million. (2) Includes customer relationships of $39.8 million with a remaining useful life of 16 years, and trade names of $1.2 million with a remaining useful life of 10 years. The weighted average remaining useful life of the acquired intangibles subject to amortization is 15 years, 9 months. The results of operations and financial condition of DHP have been included in the Company's consolidated results from the date of acquisition. Through December 31, 2022, DHP's impact on revenues and net earnings was not material and as a result no pro forma disclosures were required. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | The Transactions As discussed in Note 1 General Information and Business, on October 8, 2020, the Company consummated the Transactions. Upon the consummation of the Transactions: (i) First Merger Sub was merged with and into Polaris with Polaris being the surviving company in the merger and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Polaris was merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company. In connection with the consummation of the Transactions: • $1,521.0 million in cash was paid to Holdings on behalf of Holdings' equity holders as the closing cash consideration; • the Company issued 415,700,000 shares of its Class A common stock as closing share consideration; • holders of 8,693,855 shares of the Company's Class A common stock sold in its Initial Public Offering properly exercised their right to have such shares redeemed for a full pro rata portion of the Trust Account holding the proceeds from the Company's Initial Public Offering, calculated as of two business days prior to the consummation of the Transactions, or approximately $10.03 per share and $87.2 million in the aggregate; • the Company issued and sold to investors in a private placement, (x) 130,000,000 shares of the Company's Class A common stock at a purchase price of $10.00 per share for aggregate proceeds of $1,300.0 million, (y) warrants to purchase 6,500,000 shares of the Company's Class A common stock and (z) an additional 2,050,000 shares of the Company's Class A common stock in lieu of an original issue discount; • the Company issued and sold to investors in a private placement $1,300.0 million in aggregate principal amount of Senior Convertible PIK Notes, with an original issue discount of $32.5 million, for aggregate proceeds of $1,267.5 million; • the Senior PIK Notes were redeemed in full for a total redemption price of $1,237.6 million (which includes accrued interest through October 7, 2020); • all of the Company's 27,500,000 outstanding shares of Class B common stock were converted into shares of the Company's Class A common stock on a one-for-one basis; • the Company paid KG a transaction fee of $15.0 million and a placement fee of $15.5 million, all of which was paid in cash; and • The Sponsor elected to convert the full balance of the unsecured promissory note issued by the Company, in the principal amount of $1.5 million, into 1,500,000 Working Capital Warrants. The consummation of the Transactions constituted a definitive Liquidity Event under the agreements governing the Unit awards and as a result all unvested Units vested on October 7, 2020, as more fully described in Note 15 Stock-Based Compensation. Polaris recorded these awards within shareholders' equity as an equity contribution from Holdings based on the fair value of the outstanding Units at each reporting period. The settlement of these awards was made in a combination of cash and shares of the Company's Class A common stock and was included in the aggregate consideration paid to Polaris Owners. After giving effect to the Transactions and the redemption of public shares as described above, there were 664,152,068 shares of the Company's Class A common stock issued and 655,057,192 shares of the Company's Class A common stock outstanding, excluding (i) the 9,094,876 shares purchased by a subsidiary of MultiPlan in August 2020, which shares are held by the Company as treasury shares and (ii) the 12,404,080 founder shares that unvested in connection with the Transactions as more fully described in Note 10 Private Placement Warrants and Unvested Founder Shares. The shares, options and net loss per share available to holders of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions. In connection with the Transactions, the Company has incurred transaction costs. The transaction costs directly attributable to the Transactions for the year ended December 31, 2020 represent $113.1 million and have been recorded as a reduction to additional paid in capital in the accompanying consolidated balance sheets. The transaction costs considered incremental have been expensed as incurred and these amounts, $32.0 million, $4.5 million and $28.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, are included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. With respect to the years ended December 31, 2022 and 2021, transaction expenses mostly relate to the Delaware Stockholder Litigation further described in Note 13 Commitments and Contingencies. Remaining funds held on the Closing Date in the Trust Account of $792.7 million were released to be used for working capital and general corporate purposes. DHP Acquisition On February 26, 2021, the Company completed the acquisition of DHP, an analytics and technology company offering healthcare revenue and payment integrity services. The Company acquired 100 percent of the voting equity interest of DHP. The acquisition strengthens MultiPlan's service offering in the payment integrity market with new and complementary services to help its Payor customers manage the overall cost of care and improve their competitiveness. It also adds revenue integrity services for plans that receive premiums from the Centers for Medicare and Medicaid Services. The DHP acquisition was accounted for as a business combination using the acquisition method of accounting. As a result of the DHP acquisition and the application of purchase accounting, DHP's identifiable assets and liabilities were adjusted to their fair market values as of the acquisition date. The amount of DHP goodwill that is deductible for income tax purposes is $48.0 million. The following table summarizes the consideration transferred to acquire DHP and the amounts of identified assets acquired and liabilities assumed at the acquisition date: (in thousands) December 31, 2021 Measurement period adjustments December 31, 2022 Total consideration transferred in cash $ 151,776 $ — $ 151,776 Cash and cash equivalents 2,100 — 2,100 Trade accounts receivable, net 2,993 — 2,993 Prepaid expenses 369 — 369 Other current assets, net 119 — 119 Property and equipment, net (1) 9,056 — 9,056 Other assets 276 — 276 Other intangibles, net (2) 41,060 — 41,060 Accounts payable (458) — (458) Other accrued expenses (5,209) — (5,209) Deferred income taxes (6,215) (51) (6,266) Long-Term Liabilities (553) — (553) Total identifiable net assets 43,538 (51) 43,487 Goodwill $ 108,238 $ 51 $ 108,289 (1) Includes capitalized software of $8.9 million and other tangible assets of $0.2 million. (2) Includes customer relationships of $39.8 million with a remaining useful life of 16 years, and trade names of $1.2 million with a remaining useful life of 10 years. The weighted average remaining useful life of the acquired intangibles subject to amortization is 15 years, 9 months. The results of operations and financial condition of DHP have been included in the Company's consolidated results from the date of acquisition. Through December 31, 2022, DHP's impact on revenues and net earnings was not material and as a result no pro forma disclosures were required. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following as of December 31, 2022 and 2021: As of December 31, 2022 2021 (in thousands) Property Accumulated Property and Property Accumulated Property and Leasehold improvements $ 4,115 $ (3,358) $ 757 $ 4,279 $ (3,074) $ 1,205 Furniture & equipment 5,256 (4,455) 801 5,569 (4,137) 1,432 Computer hardware 60,279 (34,579) 25,700 46,733 (26,776) 19,957 Computer software 40,928 (32,217) 8,711 35,991 (28,477) 7,514 Capitalized software development 473,703 (276,837) 196,866 405,203 (222,073) 183,130 Total Property and Equipment $ 584,281 $ (351,446) $ 232,835 $ 497,775 $ (284,537) $ 213,238 Furniture and equipment includes assets under finance leases of $0.2 million and $0.5 million with accumulated depreciation of $0.1 million and $0.3 million as of December 31, 2022 and 2021, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and non-current operating lease obligation on the consolidated balance sheets. Finance lease ROU assets are included in property and equipment, net, and the current and non-current portion of finance lease liabilities are included in other accrued expenses and long-term debt, respectively, on the consolidated balance sheets. The Company has operating and finance leases for corporate offices and certain equipment. Leases have remaining lease terms ranging from one The Company’s lease costs are recorded in cost of services and general and administrative expenses. Short-term and finance lease expense was determined to not be material. For the years ended December 31, 2022, 2021 and 2020 lease costs are as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 8,491 $ 9,851 $ 10,884 Variable lease cost 1,678 1,629 1,886 Total operating lease cost $ 10,169 $ 11,480 $ 12,770 Operating cash flow used for operating leases $ 8,076 $ 7,709 $ 10,527 Future lease payments under operating leases as of December 31, 2022 were as follows: (in thousands) 2023 $ 7,704 2024 5,484 2025 5,410 2026 5,007 2027 3,969 Thereafter 4,221 Total lease payments 31,795 Less: Interest (4,538) Present value of lease liabilities $ 27,257 Additional information related to the Company’s leases as of December 31, 2022 and 2021, respectively, is as follows: For the Year Ended December 31, 2022 2021 Weighted-average remaining lease term 4 years, 8 months 5 years, 8 months Weighted-average discount rate 5.8 % 5.7 % As of December 31, 2022 and 2021, there were no material lease transactions that we have entered into but have not yet commenced. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and non-current operating lease obligation on the consolidated balance sheets. Finance lease ROU assets are included in property and equipment, net, and the current and non-current portion of finance lease liabilities are included in other accrued expenses and long-term debt, respectively, on the consolidated balance sheets. The Company has operating and finance leases for corporate offices and certain equipment. Leases have remaining lease terms ranging from one The Company’s lease costs are recorded in cost of services and general and administrative expenses. Short-term and finance lease expense was determined to not be material. For the years ended December 31, 2022, 2021 and 2020 lease costs are as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 8,491 $ 9,851 $ 10,884 Variable lease cost 1,678 1,629 1,886 Total operating lease cost $ 10,169 $ 11,480 $ 12,770 Operating cash flow used for operating leases $ 8,076 $ 7,709 $ 10,527 Future lease payments under operating leases as of December 31, 2022 were as follows: (in thousands) 2023 $ 7,704 2024 5,484 2025 5,410 2026 5,007 2027 3,969 Thereafter 4,221 Total lease payments 31,795 Less: Interest (4,538) Present value of lease liabilities $ 27,257 Additional information related to the Company’s leases as of December 31, 2022 and 2021, respectively, is as follows: For the Year Ended December 31, 2022 2021 Weighted-average remaining lease term 4 years, 8 months 5 years, 8 months Weighted-average discount rate 5.8 % 5.7 % As of December 31, 2022 and 2021, there were no material lease transactions that we have entered into but have not yet commenced. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets As of each balance sheet date, other intangible assets consisted of the following: As of December 31, 2022 2021 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,178,280 $ (1,810,880) $ 2,367,400 $ 4,178,280 $ (1,531,679) $ 2,646,601 Provider network 15 years 896,800 (392,599) 504,201 896,800 (332,812) 563,988 Technology 5 years 6,350 (2,752) 3,598 6,350 (1,482) 4,868 Trade names 9 years 2,670 (668) 2,002 2,670 (390) 2,280 Trade names Indefinite 63,000 — 63,000 67,300 — 67,300 Total $ 5,147,100 $ (2,206,899) $ 2,940,201 $ 5,151,400 $ (1,866,363) $ 3,285,037 The estimated aggregate amortization expense for each of the five succeeding years is $340.0 million per year. The goodwill arose from the acquisition of the Company in 2016 by Holdings, the HST acquisition in 2020 and the DHP acquisition in 2021. The carrying value of goodwill was $3,705.2 million and $4,363.1 million as of December 31, 2022 and 2021, respectively. In the year ended December 31, 2022, the Company recorded impairment losses of $657.9 million related to the goodwill and $4.3 million related to the indefinite-lived trade names. No impairment losses had been recorded in previous years. 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. In the quantitative impairment test of goodwill performed in the year ended December 31, 2022, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. Qualitative impairment assessments were performed for the years ended December 31, 2021 and 2020. Goodwill for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Beginning balance, January 1 $ 4,363,070 $ 4,257,336 Acquisitions — 108,435 Measurement period adjustments 51 (2,701) Loss on impairment (657,922) — Ending balance, December 31 $ 3,705,199 $ 4,363,070 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt As of December 31, 2022, and 2021, outstanding long-term debt is summarized below: Key Terms As of December 31, (in thousands) Character Priority Maturity Coupon 2022 2021 Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) 1,308,438 1,321,688 5.750% Notes Notes Senior Unsecured 11/1/2028 5.750% 1,163,793 1,300,000 5.50% Senior Secured Notes Notes Senior Secured 9/1/2028 5.50% 1,050,000 1,050,000 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,300,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 45 71 Long-term debt 4,822,276 4,971,759 Less: current portion of long-term debt (13,250) (13,250) Less: debt discounts, net (34,729) (40,579) Less: debt issuance costs, net (32,441) (38,786) Long-term debt, net $ 4,741,856 $ 4,879,144 (1) Beginning December 31, 2021 and quarterly thereafter, we shall repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 8.98% as of December 31, 2022. (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. As of December 31, 2022, the aggregate future principal payments for long-term debt, including non-current finance lease liabilities, for each of the next five years and thereafter are as follows: ($ in thousands) 2023 $ 13,250 2024 13,295 2025 13,250 2026 13,250 2027 1,313,250 Thereafter 3,455,981 Total $ 4,822,276 Debt issuance and redemption On October 8, 2020, the Senior PIK notes were redeemed in full for a total redemption price of $1,237.6 million. As a result, we recognized a loss on debt extinguishment of $35.7 million in the year ended December 31, 2020 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. On October 29, 2020, the Company (a) consumed the 5.750% Notes offering by MPH and increased the revolving credit facility under the senior secured credit facilities from $100.0 million to $450.0 million and (b) repaid of all outstanding 7.125% Notes and $369.0 million of indebtedness under Term Loan G with the net proceeds of the 5.750% Notes offering, together with $715.0 million of cash on hand. As a result, we recognized a loss on debt extinguishment of $67.2 million in the year ended December 31, 2020 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. On August 24, 2021, MPH issued new senior secured credit facilities composed of $1,325.0 million of Term Loan B and $450.0 million of a Revolver B, and $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes. MPH used the net proceeds from Term Loan B, and the 5.50% Senior Secured Notes to repay all of the outstanding balance of its Term Loan G of $2,341.0 million, and pay fees and expenses in connection therewith. As a result, we recognized a loss on debt extinguishment of $15.8 million in the year ended December 31, 2021 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. During November and December of 2022, the Company repurchased and cancelled $136.2 million of the 5.750% Notes, resulting in the recognition of a gain on debt extinguishment of $34.6 million in the year ended December 31, 2022 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Debt Discounts Some of our debt instruments have been issued with a discount. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method. The following table is a summary of the cost and accumulated amortization of debt discounts as of December 31, 2022 and 2021: Original discount % As of December 31, 2022 2021 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 1.0% 13,429 (2,300) 11,129 13,429 (565) 12,864 Senior Convertible PIK Notes 2.5% 32,500 (8,900) 23,600 32,500 (4,785) 27,715 Total $ 45,929 $ (11,200) $ 34,729 $ 45,929 $ (5,350) $ 40,579 Debt Issuance Costs In connection with the issuance of our debt instruments, the Company incurred specific expenses related to raising the debt, including commissions, fees and expenses of investment bankers and underwriters, registration and listing fees, accounting and legal fees pertaining to the financing and other external, incremental expenses paid to advisors that were directly attributable to realizing the proceeds of the debt issues. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method. The following table is a summary of the cost and accumulated amortization of debt issuances costs as of December 31, 2022 and 2021: Amortization As of December 31, 2022 2021 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 84 months 7,316 (1,256) 6,060 7,316 (308) 7,008 5.750% Notes 96 months 18,282 (4,509) 13,773 19,939 (2,349) 17,590 5.50% Senior Secured Notes 84 months 14,695 (2,088) 12,607 14,695 (507) 14,188 Revolver (1) 84 months 4,955 (1,115) 3,840 4,955 (290) 4,665 Total $ 45,248 $ (8,968) $ 36,280 $ 46,905 $ (3,454) $ 43,451 (1) The debt issuance costs associated with the revolving credit facility are included in other assets in the accompanying consolidated balance sheets. Interest expense The Company is obligated to pay a commitment fee on the average daily unused amount of Revolver B. The annual commitment fee can range from an annual rate of 0.25% to 0.50% based on the Company's first lien debt to consolidated EBITDA ratio, as defined in the agreement. Interest expense, including commitment fees and amortization of debt issuance costs, were $2.2 million, $2.7 million and $1.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. These amounts are included in interest expense in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Interest expense related to long-term debt was $301.2 million, $264.8 million and $333.7 million for the year ended December 31, 2022, 2021 and 2020, respectively. These amounts are included in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Guarantees The senior secured credit facilities and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien on substantially all of MPH's and the subsidiary guarantors' tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries. All obligations under the debt agreement governing the senior secured credit facilities are unconditionally guaranteed by MPH Acquisition Corp. 1, the direct holding company parent of MPH, and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized restricted subsidiary of MPH (subject to certain exceptions). The 5.50% Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by each of MPH’s wholly owned domestic restricted subsidiaries that guarantee its senior secured credit facilities. The 5.50% Senior Secured Notes are not guaranteed by the Company. The 5.50% Senior Secured Notes and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien shared with the senior secured credit facilities on substantially all of MPH’s and the subsidiary guarantors’ tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries. The 5.750% Notes are jointly and severally guaranteed on a senior unsecured basis by each of the issuer’s wholly owned domestic restricted subsidiaries that guarantee the issuer’s existing senior secured credit facilities. The Senior Convertible PIK Notes are jointly and severally, fully and unconditionally guaranteed by Polaris Intermediate Corp. Debt Covenants and Events of Default The Company is subject to certain affirmative and negative debt covenants under the debt agreements governing our indebtedness that limit our and/or certain of our subsidiaries' ability to engage in specific types of transactions. These covenants limit our and/or certain of our subsidiaries' ability to, among other things: • incur additional indebtedness or issue disqualified or preferred stock; • pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock; • make certain loans, investments or other restricted payments; • transfer or sell certain assets; • incur certain liens; • place restrictions on the ability of its subsidiaries to pay dividends or make other payments to us; • guarantee indebtedness or incur other contingent obligations; • prepay junior debt and make certain investments; • consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of its business units, assets or other properties; and • engage in transactions with our affiliates. Certain covenants related to the 5.50% Senior Secured Notes will cease to apply to the 5.50% Senior Secured Notes for so long as such notes have investment grade ratings from both Moody’s Investors Service, Inc. and S&P Global Ratings. In connection with the Refinancing, the Revolver Ratio was amended such that, if, as of the last day of any fiscal quarter of MPH, the aggregate amount of loans under the revolving credit facility, letters of credit issued under the revolving credit facility (to the extent not cash collateralized or backstopped or, in the aggregate, in excess of $10.0 million) and swingline loans are outstanding and/or issued in an aggregate amount greater than 35% of the total commitments in respect of the revolving credit facility at such time, the revolving credit facility will require MPH to maintain a maximum first lien secured leverage ratio of 6.75 to 1.00. As of December 31, 2022 and 2021 we were in compliance with all of the debt covenants. The debt agreements governing the new senior secured credit facilities, Term Loan G, the Revolver G, the 5.750% Notes and the 5.50% Senior Secured Notes contain customary events of default, subject to grace periods and exceptions, which include, among others, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, in the case of the debt agreements governing the new senior secured credit facilities and the 5.50% Senior Secured Notes, failure of a guarantee on the liens on material collateral to remain in effect, in the case of the debt agreements governing the new senior secured credit facilities, Term Loan G and the Revolver G, any change of control. Upon the occurrence of an event of default under such debt agreements, the lenders and holders of such debt will be permitted to accelerate the loans and terminate the commitments, as applicable, thereunder and exercise other specified remedies available to the lenders and holders thereunder. |
Private Placement Warrants and
Private Placement Warrants and Unvested Founder Shares | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement Warrants and Unvested Founder Shares | Private Placement Warrants and Unvested Founder Shares In connection with the execution of the Merger Agreement, Churchill and the Insiders entered into a Sponsor Agreement. Pursuant to the terms of the Sponsor Agreement, 12,404,080 of the founder shares and 4,800,000 Private Placement Warrants were unvested as of October 8, 2020 and will re-vest at such time as, during the period starting on October 8, 2021 and ending on October 8, 2025, the closing price of our Class A common stock exceeds $12.50 per share for any forty (40) trading days in a sixty (60) consecutive day period. Such founder shares and Private Placement Warrants that do not re-vest on or before October 8, 2025 will be forfeited and cancelled. The 4,800,000 Private Placement Warrants that vest are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with the Sponsor and other permitted transferees, each of whom will be subject to the same transfer restrictions) until they re-vest. In the event of an "Acquiror Sale" defined by the Sponsor Agreement as (i) a purchase, sale, exchange, business combination or other transaction in which the equity securities of the acquiror, its successor or the surviving entity of such business combination or other transaction are not registered under the Securities Exchange Act of 1934, or listed or quoted for trading on a national securities exchange or (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the acquiror's assets to a third party that is not an affiliate of the Sponsor, the founder shares and Private Placement Warrants that re-vest will change based on the Acquiror Price. If the Acquiror Price is less than $10 per share, no Founder Shares or vesting Private Placement Warrants will vest; if the Acquiror Price exceeds $12.50 per share, all Founder Shares or vesting Private Placement Warrants will vest; and if the Acquiror Price is between $10 per share and $12.50 per share, the number of founder shares or vesting Private Placement warrants that vest will be determined based on linear interpolation between such share price levels. The remaining Founder Shares and vesting Private Placement warrants will be forfeited and cancelled for no consideration. On August 8, 2022, the Sponsor transferred 9,200,000 Private Placement Warrants, including 5,431,302 to individuals not classified as permitted transferees under the warrant agreement and which are, therefore, now redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. As a result, these 5,431,302 warrants were reclassified from Private Placement Warrants and Unvested Founder Shares to additional paid-in capital in the consolidated balance sheets on the transfer date for their fair value of $4.5 million. As of December 31, 2022 and 2021, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) December 31, 2022 December 31, 2021 Private Placement Warrants $ 953 $ 38,028 Unvested Founder Shares $ 1,489 $ 35,972 For the years ended December 31, 2022, 2021 and 2020, the change in fair values was primarily due to the decreas e in the stock price of the Company's Class A common stock and the passage of time over that period. The accompanying consolidated statements of (loss) income and comprehensive (loss) income include gains related to the change in fair value of the Private Placement Warrants and Unvested Founder Shares for the years ended December 31, 2022, 2021 and 2020 as follows: For the years ended December 31, (in thousands) 2022 2021 2020 Private Placement Warrants $ (32,567) $ (6,423) $ (11,606) Unvested Founder Shares (34,483) (26,173) (23,816) Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares $ (67,050) $ (32,596) $ (35,422) The following table shows the significant assumptions in the development of the fair value of the Private Placement Warrants and the Unvested Founder Shares: Year Ended December 31, Significant Unobservable Inputs 2022 2021 Stock price $ 1.15 $ 4.43 Strike price $ 11.50 $ 11.50 Remaining life (in years) 2.75 3.75 Volatility 72.7 % 79.0 % Risk-free interest rate 4.3 % 1.1 % Expected dividend yield — % — % |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on the premise that fair value represents an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities on the reporting date. • Level 2 — Inputs, other than quoted prices in active markets (Level 1), that are observable for the asset or liability, either directly or indirectly. • Level 3 — Unobservable inputs in which there is little or no market data, which require the entity to develop its own assumptions Financial instruments Certain financial instruments which are not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable and accounts payable, which approximate fair value due to their short-term nature. The financial instrument that potentially subjects the Company to concentrations of credit risk consists primarily of accounts receivable. Cash and cash equivalents as of December 31, 2022 included money market funds of $250.0 million, which were valued based on Level 1 measurements using quoted prices in active markets for identical assets. Our cash and cash equivalents as of December 31, 2021 did not include money market funds. As of December 31, 2022 and 2021, the Company's carrying amount and fair value of long-term debt consisted of the following: As of December 31, 2022 2021 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount 1,297,309 1,113,091 1,308,824 1,294,312 5.750% Notes, net of discount 1,163,793 775,086 1,300,000 1,245,436 5.50% Senior Secured Notes 1,050,000 823,200 1,050,000 1,029,680 Senior Convertible PIK Notes, net of discount 1,276,400 841,148 1,272,285 1,245,958 Finance lease obligations 45 45 71 71 Total Liabilities $ 4,787,547 $ 3,552,570 $ 4,931,180 $ 4,815,457 As of December 31, 2022, the fair value of long-term debt, including current maturities of finance lease obligations, was obtained using quoted prices in active markets. As such, this is considered a Level 1 fair value measurement. As of December 31, 2021, we estimated the fair value of long-term debt, including current maturities of finance lease obligations, based on estimates using present value techniques that were significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. Assumptions included interest rates currently available for instruments with similar terms as well as the five, seven, and eight-year Treasury bill rates. As such, this was considered a Level 2 fair value measurement. Recurring fair value measurements Prior to the Transactions, we measured our 2016 Class B Unit Incentive Plan at fair market value on a recurring basis. The fair value of the stock-based compensation awards 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 a Monte Carlo simulation to estimate the fair value of the stock-based compensation awards. See Note 15 Stock-Based Compensation for further information. The Private Placement Warrants and Unvested Founder Shares are measured at fair value on a recurring basis. The fair value of these instruments was determined based on significant inputs not observable in the market which would represent a level 3 measurement within the fair value hierarchy. The Company uses an option pricing simulation to estimate the fair value of these instruments. Non-recurring fair value measurements We also measure certain non-financial assets at fair value on a nonrecurring basis, primarily goodwill and long-lived tangible and intangible assets, in connection with periodic evaluations for potential impairment. We estimate the fair value of these assets using primarily unobservable inputs and, as such, these are considered Level 3 fair value measurements. There were impairment charges for these assets of $662.2 million for the year ended December 31, 2022 and no impairment charges for these assets for the years ended December 31, 2021 and 2020. Our non-marketable equity securities using the measurement alternative are adjusted to fair value on a non-recurring basis. Adjustments are made when observable transactions for identical or similar investments of the same issuer occur, or due to impairment. These securities are classified as Level 2 in the fair value hierarchy because we estimate the value based on valuation methods using the observable transaction price at the transaction date. At December 31, 2022, the carrying amount of these alternative investments, recorded under Other assets, net in the condensed consolidated balance sheets, was $15.0 million. There were no write-ups due to observable price changes or write-downs due to impairment in the current period. For additional information related to goodwill, intangible assets, long-lived assets and impairments, see Note 2 Summary of Significant Accounting Policies and Note 8 Goodwill and Other Intangible Assets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company does not have operations in foreign jurisdictions. The provision (benefit) for income taxes for the years ended December 31, 2022, 2021 and 2020 are as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Current Federal $ 104,784 $ 95,674 $ 14,602 State and local 21,763 19,628 4,096 $ 126,547 $ 115,302 $ 18,698 Deferred Federal $ (102,496) $ (73,987) $ (48,168) State and local (11,882) (7,942) 3,127 (114,378) (81,929) (45,041) Total provision (benefit) from continuing operations $ 12,169 $ 33,373 $ (26,343) The Company's provision for income taxes for the years ending December 31, 2022, 2021 and 2020 continues to be impacted by the TCJA, which was enacted into law on December 22, 2017. Income tax effects resulting from changes in tax laws are accounted for by the Company in accordance with the authoritative guidance, which requires that these tax effects be recognized in the period in which the law is enacted. During 2020 the Internal Revenue Service issued final regulations relating to the TCJA that the Company assessed and was accounted for in the period when issued. Additional changes under the CARES act in Q1 2020 increased the allowable interest expense deduction for 2019 and 2020. The pre-tax loss during the year ended December 31, 2022 of $560.7 million generated an income tax provision of $12.2 million. The pre-tax income during the year ended December 31, 2021 was $135.5 million which generated income tax provision of $33.4 million. The pre-tax loss during the year ended December 31, 2020 of $546.9 million generated an income tax benefit of $26.3 million. The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Tax at Statutory $ (117,756) $ 28,445 $ (114,850) Non-Deductible Expenses 42 279 639 Equity Compensation Plan 575 443 85,227 Non-Deductible change in fair value of Private Placement Warrants and Unvested Founder Shares Liability (14,080) (6,845) (7,439) State Taxes (net) 3,711 6,003 (1,741) Valuation Allowance 8 1,127 2,555 Goodwill Impairment 134,548 — — Non-Deductible Compensation 1,033 1,561 2,725 Tax Credits (61) (1,064) (915) Other 1 131 40 State Deferred Rate Changes 4,148 3,293 7,416 Total $ 12,169 $ 33,373 $ (26,343) Our effective tax rate for the year ended December 31, 2022 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, non-deductible mark-to-market liability, non-deductible intangible asset impairment charge, limitations on executive compensation, changes in the Company's deferred state tax rate due to previous acquisitions, tax credits, operations and state tax expense. Our effective tax rate for the years ended December 31, 2021 and 2020 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, non-deductible mark-to-market liability, limitations on executive compensation, changes in the Company’s deferred state tax rate due to the DHP acquisition, tax credits, operations and state tax expense. The Company incurred an impairment charge of $660.3 million in the fourth quarter of 2022 which was treated for income tax purposes in accordance with ASU 2017-04. Of this impairment charge, $649.9 million resulted in an income tax expense of $136.5 million. Substantially all of the goodwill impairment charge is permanently non-deductible for income tax purposes. The following are significant deferred income tax assets and liabilities as of December 31, 2022 and 2021: As of December 31, (in thousands) 2022 2021 Deferred income tax assets: Allowances on trade receivables $ 82 $ 82 Net operating loss carryforwards 682 934 Capital loss carryforwards 1,429 1,421 Accrued expenses and reserves 11,191 4,864 Interest limitation carryforward 77,375 57,011 Leases – right-of-use liability 6,802 7,935 Transaction expenses 6,804 7,696 Other 556 494 Valuation allowance (1,429) (1,421) Deferred income tax assets $ 103,492 $ 79,016 Deferred income tax liabilities: Intangible assets 700,209 778,209 Depreciable assets 36,255 47,168 Leases – right-of-use asset 6,097 7,108 Other 429 356 Deferred income tax liabilities 742,990 832,841 Net deferred income tax liabilities $ 639,498 $ 753,825 The Company has NOL carry forwards for federal income tax purposes of $1.8 million, $0.4 million tax effected, that will be available to reduce future taxable income. The utilization of most of these losses is subject to annual limitations under federal income tax law. The Company believes that it will be able to fully utilize these losses under current federal tax law. The net operating losses begin to expire in 2023. The Company has net operating loss carry forwards for state income tax purposes of $0.3 million. The Company believes that it will be able to fully utilize these losses under current state tax laws. Substantially all of the Company's state NOL carryforwards expire by 2025. The Company has disallowed interest carry forwards for federal income tax purposes of $325.9 million, $77.4 million tax effected, that will be available to reduce future taxable income, subject to certain income limitations and which have an indefinite carryforward period. The Company believes it is more likely than not that these interest carryforwards will be fully utilized considering the weight of all positive and negative evidence under current tax laws. During the third and fourth quarters of 2020, the Company marked-to-market certain investments which would result in a capital loss deferred tax asset for which the Company recorded a corresponding valuation allowance. As of December 31, 2022, the Company kept the valuation allowance related to the remaining estimated capital losses in excess of capital gain based on the difference between the tax and book balance of these investments. It is more likely than not the Company will not generate capital gain income to offset these losses. The Company does not have reserves for uncertain tax positions. Any need for a reserve or changes in a reserve would be a component of the Company's tax provision. The Company includes interest and tax penalties as part of the tax provision. The Company does not reasonably expect any other significant changes in the next twelve months. Various regulatory tax authorities periodically examine the Company's and its subsidiaries' tax returns. Tax years December 2019 through 2022 are open for Federal examination. Tax years 2018 through 2022 are still open for examination related to income taxes to various state taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has certain irrevocable letters of credit used to satisfy real estate lease agreements for three of our offices in lieu of security deposits in the amount of $1.8 million as of December 31, 2022 and 2021. We are a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations, all which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, we believe they will not have a material adverse effect on our financial condition or results of operations. On March 25, 2021 and April 9, 2021, we were named as a defendant in two putative class action lawsuits relating to the Transactions that have since been consolidated under the caption In Re MultiPlan Corp. Stockholders Litigation, Consolidated C.A. No. 2021-0300-LWW (Del.Ch) ("Delaware Stockholder Litigation"). The Delaware Stockholder Litigation asserts breach of fiduciary duty claims and aiding and abetting breach of fiduciary duty claims against the former directors of the Churchill board, the Sponsor, KG and M. Klein (collectively, the "Churchill Defendants") and the Company. The Delaware Stockholder Litigation complaint alleges that the Transactions were a product of an unfair process by Churchill, which was allegedly impacted by conflicts of interest, resulting in mispricing of the Transactions. The complaint seeks, among other things, damages, certain equitable relief including the reopening of redemptions, and attorneys’ fees and costs. The Company and the Churchill Defendants filed motions to dismiss the complaint. On January 3, 2022, the Chancery Court issued a ruling granting in part the Company’s motion to dismiss and denying the motion to dismiss filed by the Churchill Defendants. While the Company was dismissed from the Delaware Stockholder Litigation, the consolidated lawsuit proceeded against the Churchill Defendants, some of whom we had agreed to indemnify with respect to the Delaware Stockholder Litigation. On November 17, 2022, the Company and the parties to the Delaware Stockholder Litigation entered into a settlement agreement, which is subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, the Company and its insurers have agreed to pay $33.75 million in exchange for a broad release of all claims related to the business combination and ownership of Churchill stock and warrants from February 19, 2020 through October 8, 2020. The settlement is being paid pursuant to the Company’s indemnification obligations and from available director and officer insurance policies. On February 28, 2023, the Delaware Court of Chancery held a settlement hearing relating to the Delaware Action and approved the settlement. We expect the court's ruling will become final in 30 days, at which point the Delaware Action will be fully and finally resolved, which will bring to an end all pending stockholder litigation against the Company and its directors. We accrue for costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. Such accruals are included in accrued legal settlements on the accompanying consolidated balance sheets. In addition, we accrue for legal fees incurred in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable under our existing insurance coverage that we are able to recover losses and legal fees related to contingencies, we record such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In our determination of the probability and ability to estimate contingent liabilities and related insurance recoveries we consider the following: litigation exposure based on currently available information, consultations with external legal counsel, adequacy and applicability of existing insurance coverage and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of (loss) income and comprehensive (loss) income during the period of the change and appropriately reflected in other accrued legal settlements on the accompanying consolidated balance sheets. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 1,500,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2022, there were 666,290,344 shares of Class A common stock issued, excluding (i) 66,497,079 shares of Class A common stock available for future grants under our MultiPlan Corporation 2020 Omnibus Incentive Plan, (ii) the 100,000,000 shares of Class A common stock issuable upon conversion of the Senior Convertible PIK Notes, and (iii) the 58,500,000 shares of Class A common stock issuable upon exercise of the warrants described below. Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock will possess all voting power for the election of directors and all other matters requiring stockholder action and will be entitled to one vote per share on matters to be voted on by stockholders. The holders of our Class A common stock will at all times vote together as one class on all matters submitted to a vote of the common stock. Class B Common Stock Holders of Class B common stock had the right to elect all of the Company's directors prior to a business combination. The shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Transactions on a one-for-one basis. Warrants Each whole Public Warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on February 19, 2021. Pursuant to the warrant agreement, a holder may exercise its Public Warrants only for a whole number of shares of our Class A common stock. This means only a whole public warrant may be exercised at a given time by a holder. The Public Warrants will expire at 5:00 p.m., New York City time, on October 8, 2025 or earlier upon redemption or liquidation. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days' prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and • if, and only if, the closing price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Public Warrants are classified as equity on the Company’s consolidated balance sheet. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until (i) with respect to 4,800,000 Private Placement Warrants and pursuant to the terms of the Investor Rights Agreement, April 8, 2022 and (ii) with respect to all other Private Placement Warrants February 19, 2021, (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with the Sponsor) and they will not be redeemable by us so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and will be entitled to certain registration rights. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants. All Private Placement Warrants held by the Sponsor or its permitted transferees are classified as a liability on the Company’s consolidated balance sheets. In connection with the Transactions on July 12, 2020, the Sponsor loaned us an unsecured promissory note (the "Note") in the principal amount of $1.5 million. The Note had no interest and was repayable in full upon the closing of the Transactions. The Sponsor also had the option to convert any unpaid balance of the Note into Working Capital Warrants equal to the principal amount of the Note. The Sponsor elected to convert the full balance of the Note, in the principal amount of $1.5 million, into 1,500,000 Working Capital Warrants. The Working Capital Warrants have identical terms to the Private Placement Warrants. All Working Capital Warrants held by the Sponsor or its permitted transferees are classified as a liability on its consolidated balance sheets. In connection with the Transactions, the Company issued PIPE Warrants on terms identical to the terms of the Private Placement Warrants, other than the redemption feature exists for all holders of the PIPE Warrants. Each whole PIPE Warrant entitles the holder to purchase one share of our Class A common stock at a price of $12.50 per share. The PIPE Warrants are classified as equity on the Company's consolidated balance sheets. As of December 31, 2022, we had warrants to purchase an aggregate of 58,500,000 shares of Class A common stock outstanding, consisting of: (a) the Public Warrants (warrants to purchase an aggregate of 32,931,302 shares of Class A common), (b) the Private Placement Warrants (warrants to purchase an aggregate of 17,568,698 shares of Class A common stock), (c) the Working Capital Warrants (warrants to purchase an aggregate of 1,500,000 shares of Class A common stock) and (d) the PIPE Warrants (warrants to purchase an aggregate of 6,500,000 shares of Class A common stock). Additional paid-in capital Additional paid-in capital is reported in the shareholders' equity section of the balance sheet and corresponds to the cash that shareholders have given the Company in exchange for stock. Treasury stock During 2020, a subsidiary of the Company purchased 9,094,876 shares to be held in treasury for the purpose of facilitating the Transactions for a total amount of $100.6 million excluding fees and commissions. Prior to the consummation of the Transactions, this investment was accounted for as equity securities with a readily determinable fair value and carried at fair value with changes in fair value recorded in "loss on investments" in the consolidated statements of (loss) income and comprehensive (loss) income. Upon the consummation of the Transactions, the fair value of the shares of $89.5 million was recorded as a reduction to shareholder's equity. On August 27, 2021, the Company announced a share repurchase program approved by its board of directors, authorizing, but not obligating, the repurchase of up to an aggregate amount of $250,000,000 of its Class A common stock from time to time through December 31, 2022. For the year ended December 31, 2021, the Company repurchased 17,663,710 shares of its Class A common stock as part of this program using cash on hand for a total amount of $100.0 million. For the years ended December 31, 2021, the Company repurchased 345,733 shares of Class A common stock in payment of withholding taxes upon the vesting of stock based compensation awards for a total amount of $2.6 million. For the year ended December 31, 2022, the Company repurchased no shares of its Class A common stock. At December 31, 2022 and 2021, there were 27,117,406 and 27,117,406 shares of Class A common stock held in treasury, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Prior to the Transactions Prior to the Transactions, the Company operated under the Polaris Plan. The purpose of the Polaris Plan was to provide a means through which Holdings may attract and retain key personnel and to provide a means whereby Polaris Plan Participants can acquire and maintain an equity interest in Holdings, thereby strengthening their commitment to the welfare of Holdings and its subsidiaries, including MultiPlan, Inc. Under the Polaris Plan, Holdings may grant awards to select Polaris Plan Participants at the sole discretion of the Holdings Board. Polaris Plan awards are granted in the form of Holdings' Class B Units via the Polaris Agreement. There were 343,114 Units available for issuance under the Polaris Plan. There were 267,768 Units issued and outstanding as of the date of the Liquidity Event, October 7, 2020. The Company's CEO, with the approval of the Holdings Board, determined participation and the allocation of the Units. Each individual Award is composed of time vesting units and performance vesting units. Time vesting units and performance vesting units vest based on the vesting dates and the achievement of certain performance measures as defined in each agreement. The Company amortizes the time vesting units on a straight line basis, and the performance vesting units on a graded vesting basis. In the event of the termination of an employee Participant due to a Qualifying Termination as defined by the Polaris Agreement, the Polaris Plan Participant shall have the right to cause Holdings to purchase all or any portion of the vested Units owned by the employee, subject to the approval of the Company's CEO. Based on this put right available to the employee Participants, stock-based compensation awards related to the Polaris Plan have been accounted for as liability classified awards within Holdings' consolidated financial statements. The Company records these awards within Shareholders' equity as an equity contribution from Holdings based on the fair value of the outstanding Units at each reporting period. Upon the occurrence of a definitive Liquidity Event all unvested units vest immediately prior to such Liquidity Event. All vested shares will be exchanged for new shares and cash as determined at the time of such Liquidity Event. See Note 4 The Transactions for details regarding the Transactions. The consummation of the Transactions described in Note 4 The Transactions constituted a definitive Liquidity Event under the agreements governing the Unit awards and as a result all unvested Units vested on October 7, 2020. Therefore, the Company recorded an expense of $106.2 million related to the accelerated vesting during the fourth quarter of 2020. The Company recorded these awards within shareholders' equity as an equity contribution from Holdings based on the fair value of the outstanding Units at each reporting period. The fair value of the outstanding Units was $475.5 million as of October 7, 2020, and represents the cumulative exit value of the Company, which reflects the transaction value plus prior distributions. We also removed the discount for lack of marketability from the calculation of fair value. The Company recorded stock-based compensation expense for Class B Units of $405.8 million during the period ended December 31, 2020. Forfeitures are accounted for as they occur. The following table lists the principal assumptions used estimating the fair value of the Units during the year ended December 31, 2020: Risk free rate of return 1.6 % Expected volatility 24.9 % Expected dividend yield 0.0 % Discount for Lack of Marketability 20.0 % Stock-based compensation expense related to Class B Units has been allocated between costs of services and general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income for the year ended December 31, 2020 as follows: (in thousands) Cost of services $ 163,025 General and administrative 242,818 Total stock-based compensation $ 405,843 After the consummation of the Transactions The Company operates under the 2020 Omnibus Incentive Plan effective October 8, 2020. The purpose of the 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company's stockholders. There were originally 85,850,000 shares and as of December 31, 2022 there are 66,497,079 shares of Class A common stock available for the issuance of awards under the 2020 Omnibus Incentive Plan. The Company's CEO, with the approval of the Board, determines participation and the allocation of the Units. Awards under the 2020 Omnibus Incentive Plan typically vest from 6 months to 4 years and are generally subject to either cliff vesting or graded vesting. Awards do not have non-forfeitable rights to dividends or dividend equivalents. The Company has adopted an Incentive Compensation Clawback Policy in order to help ensure that incentive compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets. Non-qualified stock options Non-qualified stock option activity for the year ended December 31, 2022 is summarized below: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at beginning of period 4,167,862 $ 8.43 Awarded 7,301,750 5.93 Forfeited (487,518) 5.31 Outstanding at end of period 10,982,094 $ 6.91 8 years, 11 months $ — Exercisable at end of period 1,006,829 $ 8.53 8 years $ — Restricted Stock and Restricted Stock Units Restricted Stock Units activity for the year ended December 31, 2022 is summarized below: Director RSUs Employee RSUs Fixed Value RSUs Weighted Average grant date fair value per share Non-vested at beginning of period 82,061 2,343,981 492,610 $ 6.24 Awarded 155,897 4,041,709 — 3.75 Vested (82,061) (862,250) (492,610) 6.04 Forfeited — (277,845) — 4.59 Non-vested at end of period 155,897 5,245,595 — $ 4.44 On August 4, 2021, the Company granted $2.0 million of Fixed Value RSUs to the chief executive officer as part of the side letter agreement entered into on the same date. The required service period of the grant is the time between the grant date and the vesting date of January 31, 2022, and the compensation cost related to the grant was amortized ratably over the service period. This grant is accounted for as liability-classified award because the obligation is based on fixed monetary amount that was known at inception of the obligation, to be settled with a variable number of shares of our common stock based on the volume weighted average trading price of the common stock of the Company over the preceding 30 consecutive trading days prior to the grant's vesting date, which occurred on January 31, 2022. Other share based compensation data The following table lists the principal assumptions used in estimating the grant date fair value of NQSOs during the year ended December 31, 2022: Risk free rate of return 1.63% - 4.02% Expected volatility 50% - 70% Expected dividend yield 0.0% Expected life in years 5 years, 10 months - 6 years, 3 months Sub optimal exercise factor 1.9 The Company has allocated stock based compensation expense under the 2020 Omnibus Incentive Plan between costs of services and general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income for the years ending December 31, 2022, and 2021 as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Cost of services $ 3,351 $ 2,618 $ — General and administrative 11,732 15,392 211 Total stock-based compensation $ 15,083 $ 18,010 $ 211 There was $34.8 million |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company sponsors a profit-sharing plan under Section 401(k) of the Internal Revenue Code. The plan covers eligible employees and provides for discretionary employer contributions and a matching contribution subject to certain limitations of employee salary deferrals. Profit sharing expense was immaterial during the periods ended December 31, 2022, 2021, and 2020. |
Basic and Diluted Loss and Earn
Basic and Diluted Loss and Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss and Earnings Per Share | Basic and Diluted Loss and Earnings Per Share Basic and diluted loss and earnings per share was calculated as follows for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, ($ in thousands, except number of shares and per share data) 2022 2021 2020 Numerator for (loss) earnings per share calculation Net (loss) income $ (572,912) $ 102,080 $ (520,564) Denominator for (loss) earnings per share calculation Weighted average number of shares outstanding – basic 638,925,689 651,006,567 470,785,192 Effect of stock-based compensation — 519,224 — Weighted average number of shares outstanding – diluted 638,925,689 651,525,791 470,785,192 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.90) $ 0.16 $ (1.11) Net (loss) income per share – diluted $ (0.90) $ 0.16 $ (1.11) Earnings per share calculations for all periods prior to the Transactions have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse recapitalization. Subsequent to the Transactions, earnings per share will be calculated based on the weighted average number of shares of common stock then outstanding. As of the year ended December 31, 2021, we have excluded from the calculation of diluted net income per share the instruments whose effect would have been anti-dilutive, including (i) 58,500,000 warrants outstanding, (ii) 100,000,000 shares which may be issued upon conversion of the Senior Convertible PIK Notes, and (iii) 12,404,080 Unvested Founder Shares. Additionally, we have excluded from the calculation of diluted net income per share awards within the 2020 Omnibus Incentive Plan whose effect would have been anti-dilutive of 4,935,228 for the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The accompanying consolidated statements of (loss) income and comprehensive (loss) income include expenses and revenues to and from related parties for the years ended December 31, 2022, 2021 and 2020 as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Revenues — — $ 1,973 Total revenues from related parties $ — $ — $ 1,973 Cost of services — — (2,137) General and administrative 65 (479) (231) Total expense from related parties $ 65 $ (479) $ (2,368) There are no related party balances in the accompanying consolidated balance sheets as of December 31, 2022 and 2021. In the years ended December 31, 2022, 2021 and 2020, the related party transactions included the following: • The Company purchased PPO network services from a company controlled by affiliates of Hellman & Friedman LLC, an affiliate of H&F, to supplement our provider network. We also recognize revenues from that same company for the use of our provider network and other claims processing services. • The Company has obtained insurance brokered through a company controlled by affiliates of Hellman & Friedman LLC. • The Company reimburses an affiliate of Hellman & Friedman LLC for reasonable out of pocket expenses that include travel, lodging, meals, and any similar expenses. • Companies controlled or managed by members of the Board have participated in the PIPE Investment, including the Senior Convertible PIK Notes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 27, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $100 million of its Class A common stock from time to time in open market transactions. The repurchase program was effective immediately and expires on December 31, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of all subsidiaries, all of which are wholly owned. |
Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company's estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, recoverability of long-lived assets, goodwill, valuation of Private Placement Warrants and Unvested Founder Shares, valuation of stock-based compensation awards and income taxes. |
COVID 19 | COVID-19 COVID-19 has negatively impacted our business, results of operations, and financial condition during the years ended December 31, 2022, 2021 and 2020. Effects from COVID-19 began to impact our business in first quarter 2020 with various federal, state, and local governments and private entities mandating restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter-in-place orders. We temporarily closed all of our offices and restricted travel in 2020 and 2021 due to concern for our employees’ health and safety and also in compliance with state orders. Although our offices were opened for employees in 2022, most of our approximately 2,500 employees now work remotely. Other than these modifications, we have not experienced any material changes to our operations, including receiving and processing transactions with our customers as a result of COVID-19. For the year ended December 31, 2022, the Company’s revenues continue to be negatively impacted as a result of the medical charges received on non-COVID-19 claims from customers not yet reaching pre-COVID-19 pandemic levels due to fewer elective medical procedures and non-essential medical services. Such negative impacts, however, are to a lesser extent compared to the same period in 2020 and 2021, as vaccination rates have increased and most restrictions on medical services have been lifted. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker. The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company's singular focus is being a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry. In addition, all of the Company's revenues and long-lived assets are attributable to operations in the United States for all periods presented. |
Business Combinations | Business Combinations The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the Company then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable assets acquired and liabilities assumed. During the one-year period following the acquisition date, if an adjustment is identified based on new information about facts and circumstances that existed as of the acquisition date, the Company will record measurement-period adjustments related to the acquisitions in the period in which the adjustment is identified. Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interest and any non-controlling interests) less the net recognized amount (which is generally the fair value) of the identifiable assets acquired and liabilities assumed. Transaction costs, other than those associated with the issuance of debt or equity securities incurred in connection with a business combination, are expensed as incurred and included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. |
Cash and Cash Equivalents, Restricted Cash | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amount of these investments approximates fair value due to the short maturity of those investments. The Company had deposits in two major financial institutions that exceeded Federal Deposit Insurance Corporation insurance limits. Management believes the credit risk related to these deposits is minimal. Restricted Cash |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the net amount expected to be collected, using an expected loss methodology that is referred to as the CECL. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company is paid for virtually all of its services by insurance companies, third-party administrators and employers. Management estimates constraints on variable consideration for anticipated contractual billing adjustments that its customers or the Company may make to invoiced amounts; refer to Revenue Recognition accounting policies for additional detail. Management also maintains allowances for doubtful accounts for estimated losses resulting from the Company's customers' inability to make required payments. The Company establishes an allowance for doubtful accounts based upon a specific customer's credit risk. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and amortized over the estimated useful lives once the software is ready for its intended use. Software training costs, maintenance and repairs are expensed as incurred. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in costs of goods sold and general and administrative expenses within our consolidated statements of (loss) income and comprehensive (loss) income. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, that meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset, generally five years; and costs incurred in the post-implementation/operations stage are expensed as incurred. |
Leases | Leases Substantially all of our operating leases are related to office space we lease in various buildings for our own use. The terms of these non-cancelable operating leases typically require us to pay rent and a share of operating expenses and real estate taxes. We also lease equipment under both operating and finance lease arrangements. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Company's right to control the use of the underlying assets for the lease term and lease liabilities represent the Company's obligations to make lease payments arising from the Company's portfolio of leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term beginning at the lease commencement date. The lease term is the non-cancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified. The operating lease ROU assets are adjusted for lease incentives, any lease payments made prior to the commencement date and initial direct costs, if incurred. Our leases generally do not include an implicit rate; therefore, we use an incremental borrowing rate based on information available at the lease commencement date in determining the present value of future lease payments. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. The lease expense for our operating leases is recognized on a straight-line basis over the lease term and is included in cost of services or general and administrative expenses in our consolidated statements of (loss) income and comprehensive (loss) income. Finance leases are included in property and equipment, net and in long-term debt on our consolidated balance sheets. Our finance leases are not material to the financial statements as a whole. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense is recognized for these short-term leases on a straight-line basis over the lease term. See Note 7 Leases for additional information on leases. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is calculated as the excess of the purchase price in an acquisition over the fair value of identifiable net assets acquired. Acquired intangible assets are separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the Company's intent to do so. The Company tests goodwill for impairment at least annually on November 1, or more frequently if there are events or circumstances indicating the carrying value of our reporting unit may exceed its fair value on a more likely than not basis. The impairment assessment compares the fair value of the reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of the reporting unit exceeds its fair value. Important factors that may trigger an impairment review include but are not limited to: • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • significant decline in the trading price of our Class A common stock; and • significant negative industry or economic trends. The Company is required to write down its goodwill and indefinite-lived intangible assets if they are determined to be impaired. The Company tests its goodwill for impairment on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below the operating segment (the component level), discrete financial information is prepared and regularly reviewed by management and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is not required to be performed. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative goodwill impairment test. In the quantitative impairment test of goodwill, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. This estimated enterprise fair value is then reconciled to our market enterprise value at year end within an appropriate implied market participant acquisition premium. Our market enterprise value is defined as our market capitalization plus our long-term debt, less our cash and cash equivalents and our non-operating assets. An implied market participant acquisition premium represents the additional value a buyer would pay to obtain control of the respective reporting unit because having control would lead to either higher cash flows, lower cost of capital or both. The carrying amount of the reporting unit consists of all assets and liabilities used to operate the reporting unit and if that carrying amount of the reporting unit after all of the reporting unit's other assets (excluding goodwill) have been adjusted for impairment exceeds the estimated fair value, an impairment charge is recorded for the amount that its carrying amount, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Indefinite-lived intangible assets, such as certain trademarks with indefinite lives, are subject to an impairment review annually and whenever indicators of impairment exist. We have the option to assess indefinite-lived intangible assets for impairment by first performing qualitative assessments to determine whether it is more-likely-than-not that the fair values of the indefinite-lived intangible assets are less than the carrying amounts. If we determine that it is more-likely-than-not that an indefinite-lived intangible asset is impaired, or if we elect not to perform an initial qualitative assessment, we then perform the quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying amount. In the quantitative impairment test of our indefinite-lived intangibles, we calculate the estimated fair value using the relief from royalty method. Under this method a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value. If the carrying amount exceeds the fair value of the indefinite-lived intangible asset, we write the carrying amount down to the fair value. We performed our annual impairment assessment of goodwill and indefinite-lived intangible assets as of November, however, based on significant declines in our market capitalization during the second half of the fourth quarter of 2022, we performed a quantitative impairment test as of December 31, 2022. The estimated fair value of our indefinite-lived intangibles was less than their carrying value and as a result a loss on impairment The quantitative assessment of our goodwill as of December 31, 2022 indicated that the estimated fair value of the reporting unit of approximately $6.3 billion was less than its carrying value of approximately $6.9 billion. As a result, a loss on impairment of $657.9 million was recorded during the year ended December 31, 2022. The loss on impairment of goodwill and intangible assets was primarily due to the impacts of macroeconomic factors. Our discounted cash flow analysis and the relief from royalty analysis utilized a higher discount rate for the 2022 impairment test, primarily due to central banks raising interest rates in 2022. The value of definite-lived intangible assets is recorded at their acquisition date fair value and amortized on a straight-line basis over their estimated lives. The Company tests definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. No definite-lived intangible asset impairment was identified in any of the periods presented. Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 16 years Provider Network 15 years Technology 4 to 5 years Trade Names 1 year to indefinite |
Revenue Recognition / Cost of Services | Revenue Recognition All revenue recognized in the consolidated statements of (loss) income and comprehensive (loss) income is considered to be revenue from contracts with customers. Revenue is generated from the compensation received from healthcare Payors in exchange for various cost management services and solutions. Our service offerings include the following: (i) Network-Based Solutions that process claims at a discount compared to billed fee-for-service rates while using an extensive network, (ii) Analytics-Based Solutions that use its leading and proprietary information technology platform to offer customers Analytics-Based Solutions to reduce medical costs and (iii) Payment and Revenue Integrity Solutions that use data, technology and clinical expertise to identify improper, unnecessary and excessive charges. Compensation from Payors includes (1) commissions received for each claim based on the PSAV achieved compared to the providers' billed fee-for service rates and (2) fees for standing ready to provide cost management solutions for each covered member, which are based on a PEPM. Our performance obligation to the customer for a PSAV arrangement is the cost management services provided for each submitted claim regardless of the service offering used to achieve savings, as they are not distinct in the context of the contract. Our performance obligation for PEPM arrangements is to stand ready to process and achieve savings for all covered members each month. For services performed under a PSAV arrangement, the Company enters into a contract with the customer once the claim is submitted. Revenue under a PSAV arrangement is entirely variable and estimated using the expected value method obtained by applying the contractual rates to the materialized savings that can be reliably estimated leveraging extensive historical data of results obtained for claims of similar nature. Revenue is recognized at a point in time where the customer obtains control over the service promised by the Company, which generally occurs when the Company successfully transfers the savings for the claim to the customer. Judgment is not typically required when assessing whether the savings have materialized. Fees from customers for standing ready to provide cost management solutions for each customer's members each month vary depending on the number of employees covered each month. PEPM contracts represent a series of performance obligations to stand ready to provide cost management solutions to our customers' covered employees on a monthly basis with each time increment representing a distinct service. We recognize revenue over time using the time elapsed output method. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Variable consideration is estimated using the expected value method based on our historical experience and best judgment at the time. Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our PSAV contracts, portions of revenue that is recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of Payors not utilizing the discounts that were initially calculated, or differences between the Company's estimates of savings achieved for a customer and the amounts self-reported in the following month by that same customer. Significant judgment is used when assessing whether estimates of variable consideration are constrained and these estimates are calculated based upon both customer-specific and aggregated factors that include historical billing and adjustment data, customer contractual terms, and performance guarantees. When assessing the estimate of variable consideration, the period of historical experience considered as part of the expected value method requires significant management judgment. We update our estimates at the end of each reporting period as additional information becomes available. The timing of payments from customers from time to time generates contract assets or contract liabilities; however these amounts are immaterial in all periods presented. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 15 to 30 days. We do not have any significant financing components in our contracts with customers. The Company expenses sales commissions and other costs to obtain a contract when incurred, because our commissions are deemed contingent on factors broader than the simple intention of the contracts and cannot be considered directly incremental. These costs are recorded within cost of services. Practical Expedients and Accounting Policy Elections The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. The Company does not disclose the value of unsatisfied performance obligations, nor do we disclose the timing of revenue recognition for contracts with an original expected length of one year or less. The Company uses a portfolio approach when estimating the amount of consideration it expects to receive from certain classes of customer contracts with similar characteristics, and expects that the difference from applying the new revenue standard to a portfolio of contracts as compared to an individual contract would not result in a material effect on the financial statements. Costs of Services Costs of services consist of all costs specifically associated with claims processing activities for customers, sales and marketing and the development and maintenance of the Company's networks and analytics-based solutions. |
Insurance | Insurance The Company employs various risk transfer methodologies in dealing with the various insurance policies it purchases, including, for certain risks, a wholly-owned captive insurance subsidiary. These methodologies include the use of large deductible programs and self-insured retentions with stop loss limits. Errors and omissions liability, directors and officers liability, fiduciary liability, cybersecurity, employment practices liability and crime insurance are all claims made coverages and utilize self-insured retentions subject to an annual aggregate limit. These self-insured retentions range from $10,000 to $10,000,000 per claim. The Company retains the services of an insurance broker to assess current risk and exposure levels as a standalone entity. The appropriate types and levels of coverage were determined by the Company, and the Company had active policies providing the desired level of coverage deemed necessary by the Company. Health insurance and employee benefits are subject to the participant's deductible amounts with amounts exceeding the deductibles self-insured by the Company. The Company uses historical claim data and loss trends to project incurred losses and record loss reserves. Other factors utilized in determining loss reserves include, but are not limited to, the amount and timing of historical payments, severity of individual claims, jurisdictional considerations, the anticipated future volume of claims, the life span of various types of claims and input from the Company's legal representatives responsible for the defense of these claims. The ultimate value of casualty claims (primarily general liability) and professional liability (primarily errors and omissions) claims may take several years before becoming known. Liabilities associated with the risks that are retained by the Company are not discounted. The Company’s wholly-owned captive insurance subsidiary receives direct premiums, which are netted against the Company’s insurance company costs in general and administrative expenses, in the consolidated statements of (loss) income and comprehensive (loss) income. |
Stock-Based Compensation | Stock-Based Compensation Prior to the Transactions The Company's awards were granted in the form of Units via the Polaris Agreement. Stock-based compensation was measured at the grant date based on the fair value of the award and was recognized as compensation expense, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions and using the graded-vesting method for awards with performance conditions. The fair value of the awards was re-measured at each reporting period. The Units were classified as liabilities and their fair value was re-measured at each reporting period. We determined the fair value of our awards based on (i) the customized payout structure of the subject Units, (ii) liquidity timing, and (iii) vesting hurdles, as applicable, based on the output of Monte Carlo simulations. The simulation was based on a risk neutral framework which is a common technique for valuing financial derivatives that possess optionality. Changes in the assumptions made on (i) liquidity dates, (ii) volatility, (iii) discount rates and (iv) the risk-free rate can materially affect the estimate of fair value and ultimately how much stock-based compensation expense was recognized. The Company has historically been a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The risk-free interest rate is based on U.S. Treasury constant maturity yields commensurate with the remaining term for each liquidity date assumption. These inputs are subjective and generally require significant analysis and judgment to develop. After the consummation of the Transactions The Company's awards are granted via the 2020 Omnibus Incentive Plan in the form of Employee RS, Employee RSUs, Fixed Value RSUs, Employee NQSOs (together "employee awards"), and Director RSUs. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as compensation expense for employee awards, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for awards with only service conditions. The compensation expense for Director RSUs is recognized in the same period(s) and in the same manner as if the Company had paid cash in exchange for the goods or services instead of a share-based award. The Company recognizes forfeitures as they occur. We determine the fair value of the Employee RS, Employee RSUs and Director RSUs with time based vesting using the value on our common stock on the date of the grant. We determine the fair value of Employee NQSOs with an exercise price equal to the price of the Company's Class A common stock on the grant date ("at-the-money") using a Black-Scholes option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and the expected term obtained using the simplified method of averaging the vesting term and the original contractual term of the options. The fair value of Employee NQSOs with an exercise price higher than the Company's Class A common stock on the grant date ("out-of-the-money") is estimated on the date of grant using a binomial-lattice option pricing model while taking into consideration the price of the Company's Class A common stock, vesting conditions, and a sub optimal exercise factor calibrated to the valuation obtained from the Black-Scholes options model used for a hypothetical at-the-money option with the same vesting schedules. We determine the fair value of the Fixed Value RSUs using the fixed dollar amount of the award. The Fixed Value RSUs are classified as liabilities. |
Private Placement Warrants and Unvested Founder Shares | Private Placement Warrants and Unvested Founder Shares The Company classifies the Private Placement Warrants and Unvested Founder Shares as a liability on its consolidated balance sheets as these instruments are precluded from being indexed to our own stock given the terms allow for a settlement adjustment that does not meet the scope of the fixed-for-fixed exception in ASC 815. The Private Placement Warrants and Unvested Founder Shares were initially recorded at fair value on the date of consummation of the Transactions and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of Private Placement Warrants and Unvested Founder Shares in the consolidated statements of (loss) income and comprehensive (loss) income. The fair value of the Unvested Founder Shares and unvested Private Placement Warrants is obtained using a Monte Carlo model and the fair value of the remaining Private Placement Warrants using a Black Scholes model, together referenced as the "option pricing" model. The Company will continue to adjust the liability for changes in fair value for the founder shares until the earlier of the re-vesting or forfeiture of these instruments. The Company will continue to adjust the liability for changes in fair value for the Private Placement Warrants until the warrant is equity classified. We determine the fair value of the Private Placement Warrants and Unvested Founder Shares using an option pricing model while taking into consideration (i) the price of the Company's Class A common stock, (ii) transfer restrictions, and (iii) vesting hurdles, as applicable. The simulation was based on a risk neutral framework which is a common technique for valuing financial derivatives that possess optionality. |
Customer Concentration | Customer Concentration Three customers individually accounted for 32%, 20% and 10% of revenues for the year ended December 31, 2022, 34%, 19% and 10% of revenues for the year ended December 31, 2021 and 35%, 20% and 9% of revenues for the year ended December 31, 2020. The loss of the business of one or more of our larger customers could have a material adverse effect on our results of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and accounts receivable, approximate their fair values due to their short maturities. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized for deductible temporary differences, net operating loss carry forwards and tax credit carry forwards if it is more likely than not that the tax benefits will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company evaluates all factors on a regular basis to determine the amount of deferred income tax assets to recognize in the financial statements, including its recent earnings history, current and projected future taxable income, the number of years |
Loss and Earnings per Common Share | Loss and Earnings per Common Share The Company calculates basic EPS based on the weighted average number of common shares outstanding for the period. The Company determines diluted EPS using the weighted-average number of common shares outstanding during the period, adjusted for potentially dilutive shares associated with warrants, shares which may be issued upon conversion of the Senior Convertible PIK Notes, Unvested Founder Shares and awards within the 2020 Omnibus Incentive Plan (collectively, common stock equivalents), using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle the share-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares. Out-of-the-money common stock equivalents are considered anti-dilutive and are excluded in the computation of diluted EPS. In periods when the Company records net loss, common stock equivalents are excluded in the computation of diluted EPS because their inclusion would be anti-dilutive. |
New Accounting Pronouncements Recently Adopted / New Accounting Pronouncements Issued but Not Yet Adopted | New Accounting Pronouncements Recently Adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. We adopted this guidance on January 1, 2021 and it had no material impact on our consolidated financial statements.” ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this new accounting standard on January 1, 2021 on a modified retrospective basis. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the standard resulted in a reclassification to long-term debt of $297.9 million, corresponding to the equity component of $233.9 million previously recorded in additional paid-in capital, the deferred taxes related to the equity component as of January 1, 2021 of $70.0 million, and a cumulative-effect adjustment to increase retained earnings as of January 1, 2021 by $6.0 million, which reflects the elimination of the discount amortization related to the equity component in prior periods, net of deferred taxes. See Note 9 Long-Term Debt below for additional information on the impact of this adoption. New Accounting Pronouncements Issued but Not Yet Adopted ASU 2020-04, 2021-01 and 2022-06, Reference Rate Reform (Topic 848) and Reference Rate Reform (Topic 848): Scope . In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU 2022-06, which defers the effective date from December 31, 2022 to December 31, 2024. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2024, except for hedging transactions as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company has senior secured credit facilities for which the interest rates are indexed on the LIBOR. The guidance did not have an impact on our financial position, results of operations or disclosures, but we will continue to evaluate its impact on contracts and hedging relationships modified on or before December 31, 2024. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table details the changes in the allowance for doubtful accounts: (in thousands) 2022 2021 2020 Allowance as of January 1, $ 415 $ 466 $ 408 Provision for doubtful accounts — — 58 Write-offs of uncollectible receivables — (51) — Allowance as of December 31, $ 415 $ 415 $ 466 |
Property, Plant and Equipment | The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Property and equipment, net consisted of the following as of December 31, 2022 and 2021: As of December 31, 2022 2021 (in thousands) Property Accumulated Property and Property Accumulated Property and Leasehold improvements $ 4,115 $ (3,358) $ 757 $ 4,279 $ (3,074) $ 1,205 Furniture & equipment 5,256 (4,455) 801 5,569 (4,137) 1,432 Computer hardware 60,279 (34,579) 25,700 46,733 (26,776) 19,957 Computer software 40,928 (32,217) 8,711 35,991 (28,477) 7,514 Capitalized software development 473,703 (276,837) 196,866 405,203 (222,073) 183,130 Total Property and Equipment $ 584,281 $ (351,446) $ 232,835 $ 497,775 $ (284,537) $ 213,238 |
Schedule of Finite-Lived Intangible Assets | Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 16 years Provider Network 15 years Technology 4 to 5 years Trade Names 1 year to indefinite As of each balance sheet date, other intangible assets consisted of the following: As of December 31, 2022 2021 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,178,280 $ (1,810,880) $ 2,367,400 $ 4,178,280 $ (1,531,679) $ 2,646,601 Provider network 15 years 896,800 (392,599) 504,201 896,800 (332,812) 563,988 Technology 5 years 6,350 (2,752) 3,598 6,350 (1,482) 4,868 Trade names 9 years 2,670 (668) 2,002 2,670 (390) 2,280 Trade names Indefinite 63,000 — 63,000 67,300 — 67,300 Total $ 5,147,100 $ (2,206,899) $ 2,940,201 $ 5,151,400 $ (1,866,363) $ 3,285,037 |
Disaggregation of Revenue | The following table presents revenues disaggregated by services and contract types: For the Year Ended December 31, (in thousands) 2022 2021 2020 Revenues Network Services $ 245,280 $ 278,457 $ 271,262 PSAV 183,742 215,449 208,276 PEPM 55,001 55,684 55,301 Other 6,537 7,324 7,685 Analytic-Based Services 713,715 709,272 564,661 PSAV 691,524 692,880 560,981 PEPM 22,191 16,392 3,680 Payment Integrity Services 120,721 129,873 101,840 PSAV 120,259 129,477 101,753 PEPM 462 396 87 Total Revenues $ 1,079,716 $ 1,117,602 $ 937,763 Percent of PSAV revenues 92.2 % 92.9 % 92.9 % Percent of PEPM revenues 7.2 % 6.5 % 6.3 % Percent of other revenues 0.6 % 0.7 % 0.8 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred to acquire DHP and the amounts of identified assets acquired and liabilities assumed at the acquisition date: (in thousands) December 31, 2021 Measurement period adjustments December 31, 2022 Total consideration transferred in cash $ 151,776 $ — $ 151,776 Cash and cash equivalents 2,100 — 2,100 Trade accounts receivable, net 2,993 — 2,993 Prepaid expenses 369 — 369 Other current assets, net 119 — 119 Property and equipment, net (1) 9,056 — 9,056 Other assets 276 — 276 Other intangibles, net (2) 41,060 — 41,060 Accounts payable (458) — (458) Other accrued expenses (5,209) — (5,209) Deferred income taxes (6,215) (51) (6,266) Long-Term Liabilities (553) — (553) Total identifiable net assets 43,538 (51) 43,487 Goodwill $ 108,238 $ 51 $ 108,289 (1) Includes capitalized software of $8.9 million and other tangible assets of $0.2 million. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Asset Classification Estimated Useful Life Leasehold improvements The shorter of the life of lease or asset life, 5 – 15 years Furniture and equipment 5 – 7 years Computer hardware 3 – 5 years Computer software 3 – 5 years Property and equipment, net consisted of the following as of December 31, 2022 and 2021: As of December 31, 2022 2021 (in thousands) Property Accumulated Property and Property Accumulated Property and Leasehold improvements $ 4,115 $ (3,358) $ 757 $ 4,279 $ (3,074) $ 1,205 Furniture & equipment 5,256 (4,455) 801 5,569 (4,137) 1,432 Computer hardware 60,279 (34,579) 25,700 46,733 (26,776) 19,957 Computer software 40,928 (32,217) 8,711 35,991 (28,477) 7,514 Capitalized software development 473,703 (276,837) 196,866 405,203 (222,073) 183,130 Total Property and Equipment $ 584,281 $ (351,446) $ 232,835 $ 497,775 $ (284,537) $ 213,238 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | For the years ended December 31, 2022, 2021 and 2020 lease costs are as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 8,491 $ 9,851 $ 10,884 Variable lease cost 1,678 1,629 1,886 Total operating lease cost $ 10,169 $ 11,480 $ 12,770 Operating cash flow used for operating leases $ 8,076 $ 7,709 $ 10,527 Additional information related to the Company’s leases as of December 31, 2022 and 2021, respectively, is as follows: For the Year Ended December 31, 2022 2021 Weighted-average remaining lease term 4 years, 8 months 5 years, 8 months Weighted-average discount rate 5.8 % 5.7 % |
Schedule of Operating Lease Liability Maturity | Future lease payments under operating leases as of December 31, 2022 were as follows: (in thousands) 2023 $ 7,704 2024 5,484 2025 5,410 2026 5,007 2027 3,969 Thereafter 4,221 Total lease payments 31,795 Less: Interest (4,538) Present value of lease liabilities $ 27,257 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Following is a summary of the range of estimated useful life of other intangible assets: Asset Classification Range of Estimated Useful Life Customer relationships 10 to 16 years Provider Network 15 years Technology 4 to 5 years Trade Names 1 year to indefinite As of each balance sheet date, other intangible assets consisted of the following: As of December 31, 2022 2021 (in thousands) Weighted-average amortization period Gross Accumulated Net Gross Accumulated Net Customer relationships 15 years $ 4,178,280 $ (1,810,880) $ 2,367,400 $ 4,178,280 $ (1,531,679) $ 2,646,601 Provider network 15 years 896,800 (392,599) 504,201 896,800 (332,812) 563,988 Technology 5 years 6,350 (2,752) 3,598 6,350 (1,482) 4,868 Trade names 9 years 2,670 (668) 2,002 2,670 (390) 2,280 Trade names Indefinite 63,000 — 63,000 67,300 — 67,300 Total $ 5,147,100 $ (2,206,899) $ 2,940,201 $ 5,151,400 $ (1,866,363) $ 3,285,037 |
Schedule of Goodwill | Goodwill for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Beginning balance, January 1 $ 4,363,070 $ 4,257,336 Acquisitions — 108,435 Measurement period adjustments 51 (2,701) Loss on impairment (657,922) — Ending balance, December 31 $ 3,705,199 $ 4,363,070 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of December 31, 2022, and 2021, outstanding long-term debt is summarized below: Key Terms As of December 31, (in thousands) Character Priority Maturity Coupon 2022 2021 Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) 1,308,438 1,321,688 5.750% Notes Notes Senior Unsecured 11/1/2028 5.750% 1,163,793 1,300,000 5.50% Senior Secured Notes Notes Senior Secured 9/1/2028 5.50% 1,050,000 1,050,000 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,300,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 45 71 Long-term debt 4,822,276 4,971,759 Less: current portion of long-term debt (13,250) (13,250) Less: debt discounts, net (34,729) (40,579) Less: debt issuance costs, net (32,441) (38,786) Long-term debt, net $ 4,741,856 $ 4,879,144 (1) Beginning December 31, 2021 and quarterly thereafter, we shall repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 8.98% as of December 31, 2022. (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. |
Schedule of Maturities of Long-term Debt | As of December 31, 2022, the aggregate future principal payments for long-term debt, including non-current finance lease liabilities, for each of the next five years and thereafter are as follows: ($ in thousands) 2023 $ 13,250 2024 13,295 2025 13,250 2026 13,250 2027 1,313,250 Thereafter 3,455,981 Total $ 4,822,276 |
Schedule of Debt Discount Cost Amortization | The following table is a summary of the cost and accumulated amortization of debt discounts as of December 31, 2022 and 2021: Original discount % As of December 31, 2022 2021 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 1.0% 13,429 (2,300) 11,129 13,429 (565) 12,864 Senior Convertible PIK Notes 2.5% 32,500 (8,900) 23,600 32,500 (4,785) 27,715 Total $ 45,929 $ (11,200) $ 34,729 $ 45,929 $ (5,350) $ 40,579 |
Schedule of Debt Issuance Cost Amortization | The following table is a summary of the cost and accumulated amortization of debt issuances costs as of December 31, 2022 and 2021: Amortization As of December 31, 2022 2021 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 84 months 7,316 (1,256) 6,060 7,316 (308) 7,008 5.750% Notes 96 months 18,282 (4,509) 13,773 19,939 (2,349) 17,590 5.50% Senior Secured Notes 84 months 14,695 (2,088) 12,607 14,695 (507) 14,188 Revolver (1) 84 months 4,955 (1,115) 3,840 4,955 (290) 4,665 Total $ 45,248 $ (8,968) $ 36,280 $ 46,905 $ (3,454) $ 43,451 (1) The debt issuance costs associated with the revolving credit facility are included in other assets in the accompanying consolidated balance sheets. |
Private Placement Warrants an_2
Private Placement Warrants and Unvested Founder Shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Debt Securities, Trading, and Equity Securities, FV-NI | As of December 31, 2022 and 2021, the fair value of the Private Placement Warrants and the Unvested Founder Shares were: (in thousands) December 31, 2022 December 31, 2021 Private Placement Warrants $ 953 $ 38,028 Unvested Founder Shares $ 1,489 $ 35,972 For the years ended December 31, (in thousands) 2022 2021 2020 Private Placement Warrants $ (32,567) $ (6,423) $ (11,606) Unvested Founder Shares (34,483) (26,173) (23,816) Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares $ (67,050) $ (32,596) $ (35,422) The following table shows the significant assumptions in the development of the fair value of the Private Placement Warrants and the Unvested Founder Shares: Year Ended December 31, Significant Unobservable Inputs 2022 2021 Stock price $ 1.15 $ 4.43 Strike price $ 11.50 $ 11.50 Remaining life (in years) 2.75 3.75 Volatility 72.7 % 79.0 % Risk-free interest rate 4.3 % 1.1 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | As of December 31, 2022 and 2021, the Company's carrying amount and fair value of long-term debt consisted of the following: As of December 31, 2022 2021 (in thousands) Carrying Fair Value Carrying Fair Value Liabilities: Term Loan B, net of discount 1,297,309 1,113,091 1,308,824 1,294,312 5.750% Notes, net of discount 1,163,793 775,086 1,300,000 1,245,436 5.50% Senior Secured Notes 1,050,000 823,200 1,050,000 1,029,680 Senior Convertible PIK Notes, net of discount 1,276,400 841,148 1,272,285 1,245,958 Finance lease obligations 45 45 71 71 Total Liabilities $ 4,787,547 $ 3,552,570 $ 4,931,180 $ 4,815,457 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company does not have operations in foreign jurisdictions. The provision (benefit) for income taxes for the years ended December 31, 2022, 2021 and 2020 are as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Current Federal $ 104,784 $ 95,674 $ 14,602 State and local 21,763 19,628 4,096 $ 126,547 $ 115,302 $ 18,698 Deferred Federal $ (102,496) $ (73,987) $ (48,168) State and local (11,882) (7,942) 3,127 (114,378) (81,929) (45,041) Total provision (benefit) from continuing operations $ 12,169 $ 33,373 $ (26,343) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Tax at Statutory $ (117,756) $ 28,445 $ (114,850) Non-Deductible Expenses 42 279 639 Equity Compensation Plan 575 443 85,227 Non-Deductible change in fair value of Private Placement Warrants and Unvested Founder Shares Liability (14,080) (6,845) (7,439) State Taxes (net) 3,711 6,003 (1,741) Valuation Allowance 8 1,127 2,555 Goodwill Impairment 134,548 — — Non-Deductible Compensation 1,033 1,561 2,725 Tax Credits (61) (1,064) (915) Other 1 131 40 State Deferred Rate Changes 4,148 3,293 7,416 Total $ 12,169 $ 33,373 $ (26,343) |
Schedule of Deferred Tax Assets and Liabilities | The following are significant deferred income tax assets and liabilities as of December 31, 2022 and 2021: As of December 31, (in thousands) 2022 2021 Deferred income tax assets: Allowances on trade receivables $ 82 $ 82 Net operating loss carryforwards 682 934 Capital loss carryforwards 1,429 1,421 Accrued expenses and reserves 11,191 4,864 Interest limitation carryforward 77,375 57,011 Leases – right-of-use liability 6,802 7,935 Transaction expenses 6,804 7,696 Other 556 494 Valuation allowance (1,429) (1,421) Deferred income tax assets $ 103,492 $ 79,016 Deferred income tax liabilities: Intangible assets 700,209 778,209 Depreciable assets 36,255 47,168 Leases – right-of-use asset 6,097 7,108 Other 429 356 Deferred income tax liabilities 742,990 832,841 Net deferred income tax liabilities $ 639,498 $ 753,825 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions | The following table lists the principal assumptions used estimating the fair value of the Units during the year ended December 31, 2020: Risk free rate of return 1.6 % Expected volatility 24.9 % Expected dividend yield 0.0 % Discount for Lack of Marketability 20.0 % |
Schedule of Stock-Based Compensation Allocation | Stock-based compensation expense related to Class B Units has been allocated between costs of services and general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income for the year ended December 31, 2020 as follows: (in thousands) Cost of services $ 163,025 General and administrative 242,818 Total stock-based compensation $ 405,843 For the Year Ended December 31, (in thousands) 2022 2021 2020 Cost of services $ 3,351 $ 2,618 $ — General and administrative 11,732 15,392 211 Total stock-based compensation $ 15,083 $ 18,010 $ 211 |
Schedule of Stock Options Roll Forward | Non-qualified stock option activity for the year ended December 31, 2022 is summarized below: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at beginning of period 4,167,862 $ 8.43 Awarded 7,301,750 5.93 Forfeited (487,518) 5.31 Outstanding at end of period 10,982,094 $ 6.91 8 years, 11 months $ — Exercisable at end of period 1,006,829 $ 8.53 8 years $ — |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Restricted Stock Units activity for the year ended December 31, 2022 is summarized below: Director RSUs Employee RSUs Fixed Value RSUs Weighted Average grant date fair value per share Non-vested at beginning of period 82,061 2,343,981 492,610 $ 6.24 Awarded 155,897 4,041,709 — 3.75 Vested (82,061) (862,250) (492,610) 6.04 Forfeited — (277,845) — 4.59 Non-vested at end of period 155,897 5,245,595 — $ 4.44 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table lists the principal assumptions used in estimating the grant date fair value of NQSOs during the year ended December 31, 2022: Risk free rate of return 1.63% - 4.02% Expected volatility 50% - 70% Expected dividend yield 0.0% Expected life in years 5 years, 10 months - 6 years, 3 months Sub optimal exercise factor 1.9 |
Basic and Diluted Loss and Ea_2
Basic and Diluted Loss and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss and earnings per share was calculated as follows for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, ($ in thousands, except number of shares and per share data) 2022 2021 2020 Numerator for (loss) earnings per share calculation Net (loss) income $ (572,912) $ 102,080 $ (520,564) Denominator for (loss) earnings per share calculation Weighted average number of shares outstanding – basic 638,925,689 651,006,567 470,785,192 Effect of stock-based compensation — 519,224 — Weighted average number of shares outstanding – diluted 638,925,689 651,525,791 470,785,192 (Loss) Income per share – basic and diluted: Net (loss) income per share – basic $ (0.90) $ 0.16 $ (1.11) Net (loss) income per share – diluted $ (0.90) $ 0.16 $ (1.11) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The accompanying consolidated statements of (loss) income and comprehensive (loss) income include expenses and revenues to and from related parties for the years ended December 31, 2022, 2021 and 2020 as follows: For the Year Ended December 31, (in thousands) 2022 2021 2020 Revenues — — $ 1,973 Total revenues from related parties $ — $ — $ 1,973 Cost of services — — (2,137) General and administrative 65 (479) (231) Total expense from related parties $ 65 $ (479) $ (2,368) |
General Information and Busin_2
General Information and Business (Details) healthcareProvider in Millions | 12 Months Ended |
Dec. 31, 2022 healthcareProvider | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of healthcare providers | 1.3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - COVID 19 (Details) | Dec. 31, 2022 employee |
Accounting Policies [Abstract] | |
Number of employees | 2,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) | Dec. 31, 2022 institute |
Accounting Policies [Abstract] | |
Number of financial institutions | 2 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Credit Loss Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 415 | $ 466 | $ 408 |
Provision for doubtful accounts | 0 | 0 | 58 |
Write-offs of uncollectible receivables | 0 | (51) | 0 |
Ending balance | $ 415 | $ 415 | $ 466 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 15 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Computer hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Capitalized software development | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Other Intangibles (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on impairment of goodwill and intangible assets | ||
Fair value of reporting unit | $ 6,300,000,000 | ||
Carrying value of goodwill for reporting unit | 6,900,000,000 | ||
Impairment loss on goodwill | 657,922,000 | $ 0 | |
Definite-lived intangible asset impairment | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Intangible Asset Useful Lives (Details) | 12 Months Ended | |
Feb. 26, 2021 | Dec. 31, 2022 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 16 years | 15 years |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 10 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 16 years | |
Provider Network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 15 years | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 5 years | |
Technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 4 years | |
Technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 5 years | |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 10 years | 9 years |
Trade Names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 1 year |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Revenue Recognition Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Contract payment term (in days) | 15 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Contract payment term (in days) | 30 days |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,079,716 | $ 1,117,602 | $ 937,763 |
PSAV | Revenue Benchmark | Contract Type | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenues (percent) | 92.20% | 92.90% | 92.90% |
PEPM | Revenue Benchmark | Contract Type | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenues (percent) | 7.20% | 6.50% | 6.30% |
Other | Revenue Benchmark | Contract Type | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenues (percent) | 0.60% | 0.70% | 0.80% |
Network Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 245,280 | $ 278,457 | $ 271,262 |
Network Services | PSAV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 183,742 | 215,449 | 208,276 |
Network Services | PEPM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 55,001 | 55,684 | 55,301 |
Network Services | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 6,537 | 7,324 | 7,685 |
Analytic-Based Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 713,715 | 709,272 | 564,661 |
Analytic-Based Services | PSAV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 691,524 | 692,880 | 560,981 |
Analytic-Based Services | PEPM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 22,191 | 16,392 | 3,680 |
Payment Integrity Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 120,721 | 129,873 | 101,840 |
Payment Integrity Services | PSAV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 120,259 | 129,477 | 101,753 |
Payment Integrity Services | PEPM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 462 | $ 396 | $ 87 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Insurance (Details) | Dec. 31, 2022 USD ($) |
Minimum | |
Reinsurance Retention Policy [Line Items] | |
Self insured retention per claim | $ 10,000 |
Maximum | |
Reinsurance Retention Policy [Line Items] | |
Self insured retention per claim | $ 10,000,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Customer Concentration (Details) - Customer Concentration Risk - Revenue Benchmark | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer one | |||
Revenue, Major Customer [Line Items] | |||
Customer concentration risk percentage | 32% | 34% | 35% |
Customer two | |||
Revenue, Major Customer [Line Items] | |||
Customer concentration risk percentage | 20% | 19% | 20% |
Customer three | |||
Revenue, Major Customer [Line Items] | |||
Customer concentration risk percentage | 10% | 10% | 9% |
New Accounting Pronouncements-
New Accounting Pronouncements- Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Oct. 08, 2020 | Dec. 31, 2019 | [1] |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Debt instrument, unamortized discount | $ (34,729) | $ (40,579) | |||||
Stockholders' equity attributable to parent | (1,790,542) | (2,344,670) | $ (2,557,865) | $ (1,985,218) | |||
Deferred income taxes | 639,498 | 753,825 | |||||
Additional Paid-in Capital | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stockholders' equity attributable to parent | (2,330,444) | (2,311,660) | (2,530,410) | (1,347,613) | |||
Retained Earnings (Deficit) | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stockholders' equity attributable to parent | 347,800 | (225,112) | (116,999) | $ (637,563) | |||
Senior Convertible PIK Notes | PIK Note | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Debt instrument, unamortized discount | $ (23,600) | (27,715) | $ (32,500) | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stockholders' equity attributable to parent | 227,841 | ||||||
Deferred income taxes | 70,000 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stockholders' equity attributable to parent | $ 233,900 | 233,874 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Deficit) | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stockholders' equity attributable to parent | $ (6,033) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Senior Convertible PIK Notes | PIK Note | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Debt instrument, unamortized discount | $ (297,900) | ||||||
[1]The shares of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions. |
The Transactions (Details)
The Transactions (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Oct. 08, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||
Net | $ 34,729 | $ 40,579 | ||
Common stock, shares issued (in shares) | shares | 666,290,344 | 665,456,180 | ||
Common stock, shares outstanding (in shares) | shares | 639,172,938 | 638,338,774 | ||
Transaction costs directly attributable to the transactions recorded in APIC | $ 113,100 | |||
Transaction costs | $ 32,000 | $ 4,500 | 28,700 | |
Funds released for working capital and general corporate purposes | $ 792,700 | |||
Conversion of Debt to Working Capital Warrants | ||||
Business Acquisition [Line Items] | ||||
Conversion of instrument (in shares) | shares | 1,500,000 | |||
Affiliated Entity | The Klein Group, LLC | ||||
Business Acquisition [Line Items] | ||||
Transaction fee | $ 15,000 | |||
Placement fee | $ 15,500 | |||
Common Class B to Common Class A | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, conversion ratio | 1 | |||
Senior Convertible PIK Notes | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance of notes | 0 | 0 | 1,267,500 | |
Senior PIK notes | ||||
Business Acquisition [Line Items] | ||||
Redemption of notes | 0 | 0 | $ 1,202,302 | |
PIK Note | Senior Convertible PIK Notes | ||||
Business Acquisition [Line Items] | ||||
Debt instrument, face amount | $ 1,300,000 | |||
Net | 32,500 | $ 23,600 | $ 27,715 | |
Proceeds from issuance of notes | 1,267,500 | |||
PIK Note | Senior PIK notes | ||||
Business Acquisition [Line Items] | ||||
Redemption of notes | 1,237,600 | |||
Promissory Note | Conversion of Debt to Working Capital Warrants | ||||
Business Acquisition [Line Items] | ||||
Principal amount of unsecured promissory note converted | $ 1,500 | |||
Common Class A | ||||
Business Acquisition [Line Items] | ||||
Number of securities called by warrants (in shares) | shares | 58,500,000 | |||
Common stock, shares issued (in shares) | shares | 664,152,068 | |||
Common stock, shares outstanding (in shares) | shares | 655,057,192 | |||
Treasury shares (in shares) | shares | 9,094,876 | |||
Common Class A | Common Class B to Common Class A | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in conversion (in shares) | shares | 27,500,000 | |||
Common Class B | Common Class B to Common Class A | ||||
Business Acquisition [Line Items] | ||||
Common stock converted (in shares) | shares | 27,500,000 | |||
IPO | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Shares redeemed in transaction (in shares) | shares | 8,693,855 | |||
Shares redeemed in transaction (in USD per share) | $ / shares | $ 10.03 | |||
Shares redeemed in transaction, aggregate value | $ 87,200 | |||
Private placement | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in transaction (in shares) | shares | 130,000,000 | |||
Price per share (in USD per share) | $ / shares | $ 10 | |||
Aggregate proceeds from shares issued in transaction | $ 1,300,000 | |||
Number of securities called by warrants (in shares) | shares | 6,500,000 | |||
Common stock issued in lieu of discount (in shares) | shares | 2,050,000 | |||
The Transactions | ||||
Business Acquisition [Line Items] | ||||
Total consideration transferred in cash | $ 1,521,000 | |||
The Transactions | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Number of shares issues (in shares) | shares | 415,700,000 | |||
Merger Agreement | Unvested Founder Shares | ||||
Business Acquisition [Line Items] | ||||
Unvested founder shares and warrants outstanding (in shares) | shares | 12,404,080 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2021 | |
Business Acquisition [Line Items] | ||||
Transaction costs | $ 32 | $ 4.5 | $ 28.7 | |
DHP | ||||
Business Acquisition [Line Items] | ||||
Voting equity interest (in percent) | 100% | |||
Goodwill deductible tax amount | $ 48 | |||
Transaction costs | $ 0.1 | $ 4.9 | $ 0.6 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed - DHP (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,705,199 | $ 4,363,070 | $ 4,257,336 | |
Measurement period adjustments, Goodwill | 51 | (2,701) | ||
Useful life (in years) | 15 years 9 months | |||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Carrying value | $ 2,367,400 | 2,646,601 | ||
Weighted-average amortization period | 16 years | 15 years | ||
Trade Names | ||||
Business Acquisition [Line Items] | ||||
Carrying value | $ 2,002 | 2,280 | ||
Weighted-average amortization period | 10 years | 9 years | ||
DHP | ||||
Business Acquisition [Line Items] | ||||
Total consideration transferred in cash | $ 151,776 | 151,776 | ||
Measurement period adjustments, Total consideration transferred in cash | 0 | |||
Cash and cash equivalents | 2,100 | 2,100 | ||
Measurement period adjustments, Cash and cash equivalents | 0 | |||
Trade accounts receivable, net | 2,993 | 2,993 | ||
Measurement period adjustments, Trade accounts receivable | 0 | |||
Prepaid expenses | 369 | 369 | ||
Measurement period adjustments, Prepaid expenses | 0 | |||
Other current assets, net | 119 | 119 | ||
Measurement period adjustments, Other current assets, net | 0 | |||
Property and equipment, net | 9,056 | 9,056 | ||
Measurement period adjustments, Property and equipment, net | 0 | |||
Other assets | 276 | 276 | ||
Measurement period adjustments, Other assets | 0 | |||
Other Intangibles, net | 41,060 | 41,060 | ||
Measurement period adjustments, Other intangibles, net | 0 | |||
Accounts payable | (458) | (458) | ||
Measurement period adjustments, Accounts payable | 0 | |||
Other accrued expenses | (5,209) | (5,209) | ||
Measurement period adjustments, Other accrued expenses | 0 | |||
Deferred income taxes | (6,266) | (6,215) | ||
Measurement period adjustments, Deferred income taxes | (51) | |||
Long-Term Liabilities | (553) | (553) | ||
Measurement period adjustments, Long-Term Liabilities | 0 | |||
Total identifiable net assets | 43,487 | 43,538 | ||
Measurement period adjustments, Total identifiable net assets | (51) | |||
Goodwill | 108,289 | $ 108,238 | ||
Measurement period adjustments, Goodwill | $ 51 | |||
DHP | Software and Software Development Costs | ||||
Business Acquisition [Line Items] | ||||
Property and equipment, net | $ 8,900 | |||
DHP | Property, Plant and Equipment, Other Types | ||||
Business Acquisition [Line Items] | ||||
Property and equipment, net | 200 | |||
DHP | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Carrying value | 39,800 | |||
DHP | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Carrying value | $ 1,200 |
Property and Equipment - Schedu
Property and Equipment - Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 584,281 | $ 497,775 |
Accumulated Depreciation | (351,446) | (284,537) |
Property and equipment, net | 232,835 | 213,238 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 4,115 | 4,279 |
Accumulated Depreciation | (3,358) | (3,074) |
Property and equipment, net | 757 | 1,205 |
Furniture & equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 5,256 | 5,569 |
Accumulated Depreciation | (4,455) | (4,137) |
Property and equipment, net | 801 | 1,432 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 60,279 | 46,733 |
Accumulated Depreciation | (34,579) | (26,776) |
Property and equipment, net | 25,700 | 19,957 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 40,928 | 35,991 |
Accumulated Depreciation | (32,217) | (28,477) |
Property and equipment, net | 8,711 | 7,514 |
Capitalized software development | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 473,703 | 405,203 |
Accumulated Depreciation | (276,837) | (222,073) |
Property and equipment, net | $ 196,866 | $ 183,130 |
Property, Plant, and Equipment
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Assets retired | $ 1.4 | $ 3.2 |
Furniture & equipment | ||
Property, Plant and Equipment [Line Items] | ||
Finance leases | 0.2 | 0.5 |
Finance leases, accumulated depreciation | $ 0.1 | $ 0.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term (in years) | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term (in years) | 6 years |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 8,491 | $ 9,851 | $ 10,884 |
Variable lease cost | 1,678 | 1,629 | 1,886 |
Total operating lease cost | 10,169 | 11,480 | 12,770 |
Operating cash flow used for operating leases | $ 8,076 | $ 7,709 | $ 10,527 |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 7,704 |
2024 | 5,484 |
2025 | 5,410 |
2026 | 5,007 |
2027 | 3,969 |
Thereafter | 4,221 |
Total lease payments | 31,795 |
Less: Interest | (4,538) |
Present value of lease liabilities | $ 27,257 |
Leases - Operating Lease Term D
Leases - Operating Lease Term Details and Supplemental Cash Flow Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 4 years 8 months | 5 years 8 months |
Weighted-average discount rate | 5.80% | 5.70% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ (2,206,899) | $ (1,866,363) | |
Gross Carrying Amount | 63,000 | 67,300 | |
Net Carrying Value | 63,000 | 67,300 | |
Gross Carrying Amount | 5,147,100 | 5,151,400 | |
Net Carrying Value | $ 2,940,201 | 3,285,037 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 16 years | 15 years | |
Gross Carrying Amount | $ 4,178,280 | 4,178,280 | |
Amortization of intangible assets | (1,810,880) | (1,531,679) | |
Net Carrying Value | $ 2,367,400 | 2,646,601 | |
Provider Network | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 15 years | ||
Gross Carrying Amount | $ 896,800 | 896,800 | |
Amortization of intangible assets | (392,599) | (332,812) | |
Net Carrying Value | $ 504,201 | 563,988 | |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 5 years | ||
Gross Carrying Amount | $ 6,350 | 6,350 | |
Amortization of intangible assets | (2,752) | (1,482) | |
Net Carrying Value | $ 3,598 | 4,868 | |
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 10 years | 9 years | |
Gross Carrying Amount | $ 2,670 | 2,670 | |
Amortization of intangible assets | (668) | (390) | |
Net Carrying Value | $ 2,002 | $ 2,280 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Expected amortization year one | $ 340,000 | ||
Expected amortization year two | 340,000 | ||
Expected amortization year three | 340,000 | ||
Expected amortization year four | 340,000 | ||
Expected amortization year five | 340,000 | ||
Goodwill | 3,705,199 | $ 4,363,070 | $ 4,257,336 |
Impairment loss on goodwill | 657,922 | $ 0 | |
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment loss on indefinite-lived intangible assets | $ 4,300 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Goodwill Roll forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 4,363,070 | $ 4,257,336 |
Acquisitions | 0 | 108,435 |
Measurement period adjustments, Goodwill | 51 | (2,701) |
Loss on impairment | (657,922) | 0 |
Ending balance | $ 3,705,199 | $ 4,363,070 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 24, 2021 | Oct. 08, 2020 | |
Debt Instrument [Line Items] | ||||
Cash interest rate (in percent) | 6% | |||
Paid-in-kind interest rate (in percent) | 7% | |||
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Long-term debt | Long-term debt | ||
Finance lease obligations, non-current | $ 45 | $ 71 | ||
Long-term debt | 4,822,276 | 4,971,759 | ||
Less: current portion of long-term debt | (13,250) | (13,250) | ||
Less: debt discounts, net | (34,729) | (40,579) | ||
Less: debt issuance costs, net | (32,441) | (38,786) | ||
Long-term debt | $ 4,741,856 | 4,879,144 | ||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage (in percent) | 3.38% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage (in percent) | 20.31% | |||
Term Loan B | Variable Rate Option 1 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread, base rate (in percent) | 0.50% | |||
Term Loan B | Variable Rate Option 2 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 4.25% | |||
Term Loan B | Variable Rate Option 2 | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1% | |||
Term Loan B | Variable Rate Option 2 | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread, base rate (in percent) | 0.50% | |||
5.750% Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage (in percent) | 5.75% | |||
5.50% Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage (in percent) | 5.50% | |||
Revolver B | Variable Rate Option 2 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 3.50% | |||
Revolver B | Variable Rate Option 2 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 4% | |||
Revolver B | Variable Rate Option 2 | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 0.50% | |||
Revolver B | Variable Rate Option 2 | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate (in percent) | 1% | |||
Revolver B | Variable Rate Option 2 | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread, base rate (in percent) | 1% | |||
Term Loan | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,308,438 | 1,321,688 | ||
Less: debt issuance costs, net | $ (6,060) | $ (7,008) | ||
Percentage of principal, periodic payment | 0.25% | |||
Debt instrument, face amount | $ 1,325,000 | |||
Debt instrument, effective interest rate (in percent) | 8.98% | |||
Senior Notes | 5.750% Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,163,793 | $ 1,300,000 | ||
Less: debt issuance costs, net | (13,773) | (17,590) | ||
Senior Notes | 5.50% Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 1,050,000 | 1,050,000 | ||
Less: debt issuance costs, net | (12,607) | (14,188) | ||
Debt instrument, face amount | $ 1,050,000 | |||
PIK Note | Senior Convertible PIK Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,300,000 | $ 1,300,000 | ||
Debt instrument, face amount | $ 1,300,000 | |||
PIK Note | Senior Convertible PIK Notes | Common Class A | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, conversion price (in USD per share) | $ 13 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-term Debt Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-term Debt | |
2023 | $ 13,250 |
2024 | 13,295 |
2025 | 13,250 |
2026 | 13,250 |
2027 | 1,313,250 |
Thereafter | 3,455,981 |
Total | $ 4,822,276 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||
Aug. 24, 2021 | Oct. 29, 2020 | Oct. 08, 2020 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 07, 2016 | |
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ 34,551,000 | $ (15,843,000) | $ (102,993,000) | |||||
Interest expense | $ 303,401,000 | 267,475,000 | 335,638,000 | |||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage (in percent) | 3.38% | 3.38% | ||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage (in percent) | 20.31% | 20.31% | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 450,000,000 | $ 100,000,000 | ||||||
Maximum leverage ratio | 6.75 | 6.75 | ||||||
Revolving Credit Facility and Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum aggregate amount of loans issued, amount | $ 10,000,000 | $ 10,000,000 | ||||||
Term Loan G | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | (15,800,000) | |||||||
Repayments of term loan G | $ 2,341,000,000 | 0 | 2,341,000,000 | 369,000,000 | ||||
Revolver G | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 2,200,000 | 2,700,000 | 1,900,000 | |||||
Revolver G | Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.25% | |||||||
Revolver G | Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.50% | |||||||
7.125% Notes Due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption of notes | $ 0 | 0 | 1,615,583,000 | |||||
Interest rate, stated percentage (in percent) | 7.125% | 7.125% | ||||||
Senior PIK notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption of notes | $ 0 | 0 | 1,202,302,000 | |||||
5.750% Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption of notes | $ 99,999,000 | 0 | 0 | |||||
Gain (loss) on extinguishment of debt | $ 34,600,000 | |||||||
Interest rate, stated percentage (in percent) | 5.75% | 5.75% | ||||||
Extinguishment of debt | $ 136,200,000 | |||||||
Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of term loan G | $ 13,250,000 | 3,313,000 | 0 | |||||
5.50% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage (in percent) | 5.50% | 5.50% | ||||||
Swingline Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum aggregate amount of total commitments (in percent) | 35% | 35% | ||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 301,200,000 | $ 264,800,000 | 333,700,000 | |||||
Term Loan | Term Loan G | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | (67,200,000) | |||||||
Repayments of term loan G | 369,000,000 | |||||||
Term Loan | Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 1,325,000,000 | |||||||
Senior Notes | 7.125% Notes Due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption of notes | $ 715,000,000 | |||||||
Senior Notes | 5.50% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 1,050,000,000 | |||||||
PIK Note | Senior PIK notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption of notes | $ 1,237,600,000 | |||||||
Gain (loss) on extinguishment of debt | $ (35,700,000) | |||||||
PIK Note | Senior Convertible PIK Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 1,300,000,000 | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 450,000,000 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt Discount Cost Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 08, 2020 |
Debt Instrument [Line Items] | |||
Cost | $ 45,929 | $ 45,929 | |
Accumulated Amortization | (11,200) | (5,350) | |
Net | $ 34,729 | 40,579 | |
Term Loan | Term Loan B | |||
Debt Instrument [Line Items] | |||
Original discount % | 1% | ||
Cost | $ 13,429 | 13,429 | |
Accumulated Amortization | (2,300) | (565) | |
Net | $ 11,129 | 12,864 | |
PIK Note | Senior Convertible PIK Notes | |||
Debt Instrument [Line Items] | |||
Original discount % | 2.50% | ||
Cost | $ 32,500 | 32,500 | |
Accumulated Amortization | (8,900) | (4,785) | |
Net | $ 23,600 | $ 27,715 | $ 32,500 |
Long-Term Debt - Schedule of _3
Long-Term Debt - Schedule of Debt Issuance Cost Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Net | $ 32,441 | $ 38,786 |
Debt Issuance Costs, Line of Credit Arrangements, Net [Abstract] | ||
Total Cost | 45,248 | 46,905 |
Total Accumulated Amortization | (8,968) | (3,454) |
Total Net Cost | $ 36,280 | 43,451 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amortization Period | 84 months | |
Debt Issuance Costs, Line of Credit Arrangements, Net [Abstract] | ||
Cost | $ 4,955 | 4,955 |
Accumulated Amortization | (1,115) | (290) |
Net | $ 3,840 | 4,665 |
5.750% Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.75% | |
5.50% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.50% | |
Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Amortization Period | 84 months | |
Cost | $ 7,316 | 7,316 |
Accumulated Amortization | (1,256) | (308) |
Net | $ 6,060 | 7,008 |
Senior Notes | 5.750% Notes | ||
Debt Instrument [Line Items] | ||
Amortization Period | 96 months | |
Cost | $ 18,282 | 19,939 |
Accumulated Amortization | (4,509) | (2,349) |
Net | $ 13,773 | 17,590 |
Senior Notes | 5.50% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Amortization Period | 84 months | |
Cost | $ 14,695 | 14,695 |
Accumulated Amortization | (2,088) | (507) |
Net | $ 12,607 | $ 14,188 |
Private Placement Warrants an_3
Private Placement Warrants and Unvested Founder Shares - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 08, 2022 USD ($) shares | Dec. 31, 2022 USD ($) day $ / shares | Oct. 08, 2020 shares | |
Class of Warrant or Right [Line Items] | |||
Vesting criteria, threshold closing share price, minimum | $ / shares | $ 10 | ||
Adjustments to APIC, warrants transferred | $ | $ 4,508 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants transferred (in shares) | 9,200,000 | ||
Warrants transferred, not permitted transferees | 5,431,302 | ||
Adjustments to APIC, warrants transferred | $ | $ 4,500 | ||
Merger Agreement | Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Unvested founder shares and warrants outstanding (in shares) | 4,800,000 | ||
Merger Agreement | Unvested Founder Shares | |||
Class of Warrant or Right [Line Items] | |||
Unvested founder shares and warrants outstanding (in shares) | 12,404,080 | ||
Merger Agreement | Common Class A | |||
Class of Warrant or Right [Line Items] | |||
Vesting criteria, closing share price (in USD per share) | $ / shares | $ 12.50 | ||
Vesting criteria, threshold trading days | day | 40 | ||
Vesting criteria, consecutive trading days | day | 60 |
Private Placement Warrants an_4
Private Placement Warrants and Unvested Founder Shares - Schedule of Warrants and Unvested Founder Shares (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares | $ (67,050) | $ (32,596) | $ (35,422) |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants or unvested founder shares | 953 | 38,028 | |
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares | (32,567) | (6,423) | (11,606) |
Unvested Founder Shares | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants or unvested founder shares | 1,489 | 35,972 | |
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares | $ (34,483) | $ (26,173) | $ (23,816) |
Private Placement Warrants an_5
Private Placement Warrants and Unvested Founder Shares - Fair Value Assumptions (Details) - Private Placement Warrants and Unvested Founder Shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Class of Warrant or Right [Line Items] | ||
Stock price (in USD per share) | $ 1.15 | $ 4.43 |
Strike price (in USD per share) | $ 11.50 | $ 11.50 |
Remaining life (in years) | 2 years 9 months | 3 years 9 months |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Measurement Inputs of Warrants and Unvested Founder Shares | 0.727 | 0.790 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Measurement Inputs of Warrants and Unvested Founder Shares | 0.043 | 0.011 |
Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Measurement Inputs of Warrants and Unvested Founder Shares | 0 | 0 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.75% | |
5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Interest rate, stated percentage (in percent) | 5.50% | |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | $ 4,787,547 | $ 4,931,180 |
Carrying Amount | Term Loan | Term Loan B | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,297,309 | 1,308,824 |
Carrying Amount | Senior Notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,163,793 | 1,300,000 |
Carrying Amount | Senior Notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,050,000 | 1,050,000 |
Carrying Amount | PIK Note | Senior Convertible PIK Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,276,400 | 1,272,285 |
Carrying Amount | Finance lease obligations | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 45 | 71 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 3,552,570 | 4,815,457 |
Fair Value | Term Loan | Term Loan B | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 1,113,091 | 1,294,312 |
Fair Value | Senior Notes | 5.750% Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 775,086 | 1,245,436 |
Fair Value | Senior Notes | 5.50% Senior Secured Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 823,200 | 1,029,680 |
Fair Value | PIK Note | Senior Convertible PIK Notes | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | 841,148 | 1,245,958 |
Fair Value | Finance lease obligations | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt instrument, value | $ 45 | $ 71 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Cash and cash equivalents | $ 334,046,000 | $ 334,046,000 | $ 185,328,000 | $ 126,755,000 |
Loss on impairment of goodwill and intangible assets | 660,300,000 | 662,221,000 | 0 | 0 |
Long-lived intangible assets and goodwill, impairment loss | $ 0 | $ 0 | ||
Fair Value, Inputs, Level 2 | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Equity method investments | 15,000,000 | 15,000,000 | ||
Fair Value, Inputs, Level 1 | Money Market Funds | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Cash and cash equivalents | $ 250,000,000 | $ 250,000,000 |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||||
Federal | $ 104,784 | $ 95,674 | $ 14,602 | |
State and local | 21,763 | 19,628 | 4,096 | |
Current income tax expense (benefit) | 126,547 | 115,302 | 18,698 | |
Deferred | ||||
Federal | (102,496) | (73,987) | (48,168) | |
State and local | (11,882) | (7,942) | 3,127 | |
Deferred income taxes | (114,378) | (81,929) | (45,041) | |
Provision (benefit) for income taxes | $ 12,169 | $ 33,373 | $ (26,343) | $ (26,300) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||
Net income (loss) before income taxes | $ (560,743) | $ 135,453 | $ (546,907) | $ (546,900) | |
Provision (benefit) for income taxes | 12,169 | 33,373 | (26,343) | $ (26,300) | |
Loss on impairment of goodwill and intangible assets | $ 660,300 | 662,221 | 0 | $ 0 | |
Amount of impairment charge resulting in income tax expense | 649,900 | ||||
Tax expense from asset impairment charge | 136,500 | ||||
Net operating loss carryforwards | 682 | 682 | 934 | ||
Federal interest carryforward | 77,375 | 77,375 | $ 57,011 | ||
Federal interest carryforward, net | 77,400 | 77,400 | |||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 1,800 | 1,800 | |||
Net operating loss carryforwards | 400 | 400 | |||
Federal interest carryforward | 325,900 | 325,900 | |||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 300 | $ 300 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Tax at Statutory | $ (117,756) | $ 28,445 | $ (114,850) | |
Non-Deductible Expenses | 42 | 279 | 639 | |
Equity Compensation Plan | 575 | 443 | 85,227 | |
Non-Deductible change in fair value of Private Placement Warrants and Unvested Founder Shares Liability | (14,080) | (6,845) | (7,439) | |
State Taxes (net) | 3,711 | 6,003 | (1,741) | |
Valuation Allowance | 8 | 1,127 | 2,555 | |
Goodwill Impairment | 134,548 | 0 | 0 | |
Non-Deductible Compensation | 1,033 | 1,561 | 2,725 | |
Tax Credits | (61) | (1,064) | (915) | |
Other | 1 | 131 | 40 | |
State Deferred Rate Changes | 4,148 | 3,293 | 7,416 | |
Provision (benefit) for income taxes | $ 12,169 | $ 33,373 | $ (26,343) | $ (26,300) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Allowances on trade receivables | $ 82 | $ 82 |
Net operating loss carryforwards | 682 | 934 |
Capital loss carryforwards | 1,429 | 1,421 |
Accrued expenses and reserves | 11,191 | 4,864 |
Interest limitation carryforward | 77,375 | 57,011 |
Leases – right-of-use liability | 6,802 | 7,935 |
Transaction expenses | 6,804 | 7,696 |
Other | 556 | 494 |
Valuation allowance | (1,429) | (1,421) |
Deferred income tax assets | 103,492 | 79,016 |
Deferred income tax liabilities: | ||
Intangible assets | 700,209 | 778,209 |
Depreciable assets | 36,255 | 47,168 |
Leases – right-of-use asset | 6,097 | 7,108 |
Other | 429 | 356 |
Deferred income tax liabilities | 742,990 | 832,841 |
Net deferred income tax liabilities | $ 639,498 | $ 753,825 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | |||
Apr. 09, 2021 lawsuit | Dec. 31, 2022 USD ($) office | Nov. 17, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Number of offices | office | 3 | |||
Number of lawsuits named a defendant | lawsuit | 2 | |||
Letters of credit outstanding | $ 1,800 | $ 1,800 | ||
Loss contingency payable | $ 33,750 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) healthcareProvider vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Aug. 27, 2021 USD ($) | Feb. 19, 2021 $ / shares | Oct. 08, 2020 USD ($) shares | Jul. 12, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||
Preferred stock issued (in shares) | 0 | 0 | |||||
Common stock, share authorized (in shares) | 1,500,000,000 | 1,500,000,000 | |||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued (in shares) | 666,290,344 | 665,456,180 | |||||
Common stockholder, number of votes per share | vote | 1 | ||||||
Principal amount of unsecured promissory note | $ | $ 1,500,000 | ||||||
Treasury stock purchases | $ | $ 100,000,000 | $ 89,493,000 | |||||
Treasury stock | $ | $ (192,169,000) | (192,169,000) | $ (89,500,000) | ||||
Common stock in payment of withholding taxes | $ | 2,463,000 | 3,789,000 | |||||
Common stock in payment of withholding taxes | $ | $ (2,463,000) | $ (3,789,000) | |||||
Treasury stock (in shares) | (27,117,406) | (27,117,406) | |||||
Treasury stock | |||||||
Class of Stock [Line Items] | |||||||
Treasury stock purchases/ repurchase of common stock (in shares) | 17,663,710 | 9,094,876 | |||||
Treasury stock purchases | $ | $ 100,000,000 | $ 89,493,000 | |||||
Shares withheld for tax withholding obligation (in shares) | 345,733 | ||||||
Common stock in payment of withholding taxes | $ | $ 2,559,000 | ||||||
Common stock in payment of withholding taxes | $ | $ (2,559,000) | ||||||
Subsidiary of Company | |||||||
Class of Stock [Line Items] | |||||||
Treasury stock purchases/ repurchase of common stock (in shares) | 9,094,876 | ||||||
Treasury stock purchases | $ | $ 100,600,000 | ||||||
Treasury stock (in shares) | (27,117,406) | ||||||
Senior Convertible PIK Notes | PIK Note | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock reserved for future issuance (in shares) | 100,000,000 | ||||||
Public Warrant | |||||||
Class of Stock [Line Items] | |||||||
Warrant redemption price (in USD per share) | $ / shares | $ 0.01 | ||||||
Days prior written notice required to redeem warrants, minimum | healthcareProvider | 30 | ||||||
Redeemable warrants, redemption period | 30 days | ||||||
Warrant redemption, threshold trading days | healthcareProvider | 20 | ||||||
Warrant redemption, threshold consecutive trading days | healthcareProvider | 30 | ||||||
Merger Agreement | Private Placement Warrants | |||||||
Class of Stock [Line Items] | |||||||
Unvested founder shares and warrants outstanding (in shares) | 4,800,000 | ||||||
Common Class B to Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock, conversion ratio | 1 | ||||||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, share authorized (in shares) | 1,500,000,000 | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||
Common stock, shares issued (in shares) | 664,152,068 | ||||||
Number of securities called by warrants (in shares) | 58,500,000 | ||||||
Stock repurchase amount | $ | $ 250,000,000 | ||||||
Shares withheld for tax withholding obligation (in shares) | 0 | 345,733 | |||||
Common stock in payment of withholding taxes | $ | $ 2,600,000 | ||||||
Common stock in payment of withholding taxes | $ | $ (2,600,000) | ||||||
Treasury stock (in shares) | (27,117,406) | ||||||
Common Class A | 2020 Omnibus Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock reserved for future issuance (in shares) | 66,497,079 | ||||||
Common Class A | PIPE Warrant | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrants (in shares) | 6,500,000 | ||||||
Shares called by each warrant (in shares) | 1 | ||||||
Warrants, exercise price (in USD per share) | $ / shares | $ 12.50 | ||||||
Common Class A | Working Capital Warrant | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrants (in shares) | 1,500,000 | ||||||
Common Class A | Public Warrant | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrants (in shares) | 32,931,302 | ||||||
Shares called by each warrant (in shares) | 1 | ||||||
Warrants, exercise price (in USD per share) | $ / shares | $ 11.50 | ||||||
Warrant redemption, share price (in USD per share) | $ / shares | $ 18 | ||||||
Common Class A | Private Placement Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrants (in shares) | 17,568,698 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 04, 2021 | Jan. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 07, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fixed value RSUs granted | $ 2,000 | ||||||
Consecutive trading days | 30 days | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 6 months | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Polaris Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for issuance (in shares) | 343,114 | ||||||
Share-based compensation arrangement, non-option equity instruments granted (in shares) | 267,768 | ||||||
Compensation expense for accelerated vesting | $ 106,200 | ||||||
Fair value of units outstanding | $ 475,500 | ||||||
Total stock-based compensation | $ 405,843 | ||||||
2020 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation | $ 15,083 | $ 18,010 | $ 211 | ||||
Unrecognized compensation cost | $ 34,800 | ||||||
Weighted average period of recognition | 2 years 10 months | ||||||
2020 Omnibus Incentive Plan | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for issuance (in shares) | 85,850,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - Polaris Plan | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free rate of return | 1.60% |
Expected volatility | 24.90% |
Expected dividend yield | 0% |
Discount for Lack of Marketability | 20% |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense Allocation (Details) - Polaris Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total stock-based compensation | $ 405,843 |
Cost of services | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total stock-based compensation | 163,025 |
General and administrative | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total stock-based compensation | $ 242,818 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Nonvested Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Nonvested at beginning of period (in shares) | 4,167,862 | |
Awarded (in shares) | 7,301,750 | |
Forfeited (in shares) | (487,518) | |
Nonvested at end of period (in shares) | 10,982,094 | |
Exercisable at end of period (in shares) | 1,006,829 | |
Weighted Average Exercise Price | ||
Nonvested at beginning of period (in USD per share) | $ 6.91 | $ 8.43 |
Awarded (in USD per share) | 5.93 | |
Forfeited (in USD per share) | 5.31 | |
Nonvested at end of period (in USD per share) | 6.91 | |
Exercisable at end of period (in USD per share) | $ 8.53 | |
Weighted Average Remaining Contract Term (Years) | ||
Nonvested at end of period (in years) | 8 years 11 months | |
Exercisable at end of period (in years) | 8 years | |
Aggregate Intrinsic Value | ||
Nonvested at end of period aggregate intrinsic value | $ 0 | |
Exercisable at end of period aggregate intrinsic value | $ 0 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Forfeited (in shares) | (487,518) |
Weighted Average grant date fair value per share | |
Forfeited (in USD per share) | $ / shares | $ 5.31 |
RSUs | |
Weighted Average grant date fair value per share | |
Beginning balance (in USD per share) | $ / shares | 6.24 |
Awarded (in USD per share) | $ / shares | 3.75 |
Vested (in USD per share) | $ / shares | 6.04 |
Forfeited (in USD per share) | $ / shares | 4.59 |
Ending balance (in USD per share) | $ / shares | $ 4.44 |
RSUs | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 2,343,981 |
Awarded (in shares) | 4,041,709 |
Vested (in shares) | (862,250) |
Forfeited (in shares) | (277,845) |
Ending balance (in shares) | 5,245,595 |
RSUs | Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 82,061 |
Awarded (in shares) | 155,897 |
Vested (in shares) | (82,061) |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 155,897 |
Fixed Value RSUs | Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 492,610 |
Awarded (in shares) | 0 |
Vested (in shares) | (492,610) |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 0 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant Date Fair Value of NQSQs (Details) - Employee Stock | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free rate of return, minimum (in percent) | 1.63% |
Risk free rate of return, maximum (in percent) | 4.02% |
Expected volatility, minimum (in percent) | 50% |
Expected volatility, maximum (in percent) | 70% |
Expected dividend yield | 0% |
Sub optimal exercise factor | 1.9 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 5 years 10 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 6 years 3 months |
Stock-Based Compensation - Co_2
Stock-Based Compensation - Compensation Allocation Omnibus (Details) - 2020 Omnibus Incentive Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 15,083 | $ 18,010 | $ 211 |
Cost of services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | 3,351 | 2,618 | 0 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 11,732 | $ 15,392 | $ 211 |
Basic and Diluted Loss and Ea_3
Basic and Diluted Loss and Earnings Per Share - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for (loss) earnings per share calculation | |||
Net (loss) income | $ (572,912) | $ 102,080 | $ (520,564) |
Denominator for (loss) earnings per share calculation | |||
Weighted average number of shares outstanding – basic (in shares) | 638,925,689 | 651,006,567 | 470,785,192 |
Effect of stock-based compensation (in shares) | 0 | 519,224 | 0 |
Weighted average number of shares outstanding – diluted (in shares) | 638,925,689 | 651,525,791 | 470,785,192 |
(Loss) Income per share – basic and diluted: | |||
Net (loss) income per share – Basic (in usd per share) | $ (0.90) | $ 0.16 | $ (1.11) |
Net (loss) income per share – Diluted (in usd per share) | $ (0.90) | $ 0.16 | $ (1.11) |
Basic and Diluted Loss and Ea_4
Basic and Diluted Loss and Earnings Per Share - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share (in shares) | 58,500,000 |
Convertible PIK Notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share (in shares) | 100,000,000 |
Unvested Founder Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share (in shares) | 12,404,080 |
Share-based Payment Arrangement | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share (in shares) | 4,935,228 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenues and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Total revenues from related parties | $ 0 | $ 0 | $ 1,973 |
Cost of services | 0 | 0 | (2,137) |
General and administrative | 65 | (479) | (231) |
Total expense from related parties | $ 65 | $ (479) | $ (2,368) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Related Party Transaction, Due from (to) Related Party | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Common Class A - USD ($) | Feb. 27, 2023 | Aug. 27, 2021 |
Business Acquisition [Line Items] | ||
Stock repurchase amount | $ 250,000,000 | |
Subsequent Event | ||
Business Acquisition [Line Items] | ||
Stock repurchase amount | $ 100,000,000 |