MULTIPLAN CORPORATION The following discussion and analysis of the Company's financial condition and results should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto contained elsewhere in this Quarterly Report and together with the information included in the Company's 2021 Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties; the results described below are not necessarily indicative of the results to be expected in any future periods.
Cautionary Note Regarding Forward-looking Statements
All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the next quarter and beyond. When used in this Quarterly Report, words such as "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology represent forward-looking statements that include matters that are not historical facts. They may appear in a number of places throughout this Quarterly Report and these forward-looking statements reflect management's expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management's expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include:
•the impact of COVID-19 and its related effects on our projected results of operations, financial performance or other financial metrics;
•loss of our customers, particularly our largest customers;
•decreases in our existing market share or the size of our
•effects of competition;
•effects of pricing pressure;
•the inability of our customers to pay for our services;
•decreases in discounts from providers;
•the loss of our existing relationships with providers;
•the loss of key members of our management team;
•pressure to limit access to preferred provider networks;
•the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected;
•our ability to identify, complete and successfully integrate acquisitions;
•changes in our industry;
•interruptions or security breaches of our information technology systems and other cyber security attacks;
•our ability to protect proprietary applications;
•our inability to expand our network infrastructure;
•our ability to maintain effective internal controls over financial reporting;
•our ability to continue to attract, motivate and retain a large number of skilled employees, and adapt to the effects of inflationary pressure on wages;
18
--------------------------------------------------------------------------------•changes in our regulatory environment, including healthcare law and regulations;
•the expansion of privacy and security laws;
•heightened enforcement and investigations activity by government agencies;
•our ability to pay interest and principal on our notes and other indebtedness;
•the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors;
•other factors disclosed in this Quarterly Report; and
•other factors beyond our control.
The forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors referred to under the heading "Risk Factors" in Part II, Item 1A of this Quarterly Report or as described in our 2021 Annual Report. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Company Overview
MultiPlan is a leading provider of data analytics and technology-enabled solutions designed to bring affordability, efficiency and fairness tothe United States healthcare industry. We do so through services focused on reducing medical cost and improving payment accuracy for the payors of healthcare, which are health insurers, self-insured employers and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of healthcare services. Founded initially in 1980 as aNew York -based hospital network, MultiPlan has evolved both organically and through acquisition into a national organization offering three categories of services:
•Analytics-Based Services: data-driven algorithms which detect claims over-charges and either negotiate or recommend fair reimbursement using a variety of data sources and pricing algorithms;
•Network-Based Services: contracted discounts with healthcare providers to form
one of the largest independent preferred provider organizations ("PPO") in the
United States with over 1.3 million providers under contract, as well as
outsourced network development and/or management services; and
•Payment and Revenue Integrity Services: 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.
Although the end beneficiary of our services are employers and other plan
sponsors and their health plan members, our direct customers are mostly health
plan administrators ("Payors"). We offer these Payors a single electronic
gateway to a 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. These comprehensive offerings have enabled
us to maintain long-term relationships with a number of our customers, including
relationships of over 25 years with some of the nation's largest Payors. For the
six months ended June 30, 2022 and year ended December 31, 2021 our
comprehensive services identified approximately $11.2 billion and $21.7 billion
in potential medical cost savings, respectively.
We believe our solutions provide a strong value proposition to Payors, their
health plan customers and healthcare consumers, as well as to providers.
Overall, our service offerings aim to reduce healthcare costs in a manner that
is orderly, efficient and fair to all parties. In addition, because in most
instances the fee for our services is directly linked to the savings we
identify, our revenue model is aligned with the interests of our customers.
19
--------------------------------------------------------------------------------Uncertainty Relating to the COVID-19 Pandemic
As discussed above in Note 1 General Information and Basis of Accounting of the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report, COVID-19 has negatively impacted our business, results of operations and financial condition since the first quarter of 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. Most of our approximately 2,500 employees continue to 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 three and six months endedJune 30, 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 the severity and duration of the evolving pandemic. Future developments remain uncertain, including 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 asU.S. and global economies, consumer behavior and healthcare utilization patterns.
Factors Affecting Our Results of Operations
Medical Cost Savings -
Our business and revenues are driven by the ability to lower medical costs through claims savings for our customers. The medical charges of those claims can influence our ability to generate claim savings.
The following table presents the medical charges processed and the potential savings identified for the periods presented:
Six Months Ended June 30, Change
(in millions) 2022 2021
Medical charges processed(1)(3) $
63,560.1
Potential medical cost savings(2)(3) $
11,196.9
While the medical charges processed on claims received from customers have increased, the medical charges on our non-COVID-19 services have not yet returned to pre-pandemic levels as a result of fewer elective medical procedures and non-essential medical services. A portion of this increase is the result of medical charges and related savings for COVID-19 services, such as COVID-19 testing, treatment, and vaccines, which were higher in the three and six months endedJune 30, 2022 as compared to the three and six months endedJune 30, 2021 .
_____________________________
(1)Medical charges processed represent the aggregate dollar amount of claims
processed by our cost management and payment accuracy solutions in the period
presented. The dollar amount of the claim for purposes of this calculation is
the dollar amount of the claim prior to any reductions that may be made as a
result of the claim being processed by our solutions. Medical charges processed
exclude medical charges processed by DHP in both time periods.
(2)Potential medical cost savings represent the aggregate amount of potential
savings in dollars identified by our cost management and payment accuracy
solutions in the period presented. Since certain of our fees are based on the
amount of savings achieved by our customers, and our customers are the final
adjudicator of the claims and may choose not to reduce claims or reduce claims
by only a portion of the potential savings identified, potential medical cost
savings may not directly correlate with the amount of fees earned in connection
with the processing of such claims. Potential medical cost savings exclude
potential medical cost savings identified by DHP in both time periods.
(3)Changes to previously reported medical charges processed and potential
medical cost savings are due to claim development such as client claim
resubmissions or cancellation of claims. Examples of these changes include, but
are not limited to, adjudication changes, billing changes, and elimination of
claims that were later determined to be invalid.
20
--------------------------------------------------------------------------------Components of Results of Operations
Revenues
We generate revenues from several sources including: (i) Network-Based Services that process claims at a discount compared to billed fee-for-service rates and by using an extensive network, (ii) Analytics-Based Services that use our leading and proprietary information technology platform to offer customers solutions to reduce medical costs, and (iii) Payment and Revenue Integrity Services that use data, technology, and clinical expertise to identify improper, unnecessary and excessive charges. Payors typically compensate us through either a PSAV achieved or a PEPM rate.
Costs of Services (exclusive of depreciation and amortization of intangible assets)
Costs of services (exclusive of depreciation and amortization of intangible assets) consist of all costs specifically associated with claims processing activities for customers, sales and marketing, and the development and maintenance of our networks, analytics-based services, and payment and revenue integrity services. Two of the largest components in costs of services are personnel expenses and access and bill review fees. Access and bill review fees include fees for accessing non-owned third-party provider networks, expenses associated with vendor fees for database access and systems technology used to reprice claims, and outsourced services. Third-party network expenses are fees paid to non-owned provider networks used to supplement our owned network assets to provide more network claim savings to our customers.
General and Administrative Expenses
General and administrative expenses include corporate management and governance functions composed of general management, legal, treasury, tax, real estate, financial reporting, auditing, benefits and human resource administration, communications, public relations, billing and information management. In addition, general and administrative expenses include taxes, insurance, advertising, transaction costs, and other general expenses.
Depreciation Expense
Depreciation expense consists of depreciation and amortization of property and equipment related to our investments in leasehold improvements, furniture and equipment, computer hardware and software, and internally generated capitalized software development costs. We provide for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated useful lives.
Amortization of intangible assets
Amortization of intangible assets includes amortization of the value of our customer relationships, provider network, technology, and trademarks which were identified in valuing the intangible assets in connection with theJune 6, 2016 acquisition by H&F, as well as recent acquisitions of HST and DHP by the Company.
Interest expense
Interest expense consists of accrued interest and related interest payments on our outstanding long-term debt and amortization of debt issuance costs and discounts.
Interest income
Interest income consists primarily of bank interest.
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares
The Company re-measures at each reporting period the fair value of the Private Placement Warrants and Unvested Founder Shares. The changes in fair value are primarily due to the changes in the stock price of the Company's Class A common stock, the expected stock volatility and the passage of time over the reporting period. Income tax expense
Income tax expense consists of federal, state, and local income taxes.
21
--------------------------------------------------------------------------------Non-GAAP Financial Measures
We use EBITDA, Adjusted EBITDA and Adjusted EPS to evaluate our financial performance. EBITDA, Adjusted EBITDA and adjusted EPS are financial measures that are not presented in accordance with GAAP. We believe the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our financial operating results of our core business. These measurements of financial performance have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, they may not be comparable to other similarly titled measures of other companies. Some of these limitations are:
•such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•such measures do not reflect changes in, or cash requirements for, our working capital needs;
•such measures do not reflect the significant interest expense, or cash requirements necessary to service interest or principal payments on our debt;
•such measures do not reflect any cash requirements for any future replacement of depreciated assets;
•such measures do not reflect the impact of stock-based compensation upon our results of operations;
•such measures do not reflect our income tax (benefit) expense or the cash requirements to pay our income taxes;
•such measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
•other companies in our industry may calculate these measures differently from how we do, limiting their usefulness as a comparative measure.
In evaluating EBITDA, Adjusted EBITDA and Adjusted EPS, you should be aware that in the future we may incur expenses similar to those eliminated in the presentation.
EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate
profitability eliminating the effects of financing and capital expenditures from
the operating results. We define EBITDA as net income (loss) adjusted for
interest expense, interest income, income tax expense, depreciation,
amortization of intangible assets, and non-income taxes. We define Adjusted
EBITDA as EBITDA further adjusted to eliminate the impact of certain items that
we do not consider to be indicative of our core business, including other
expenses, net, loss (gain) on change in fair value of Private Placement Warrants
and Unvested Founder Shares, transaction related expenses, gain on investments
and stock-based compensation. See our unaudited condensed consolidated financial
statements included in this Quarterly Report for more information regarding
these adjustments. Adjusted EBITDA is used in our agreements governing our
outstanding indebtedness for debt covenant compliance purposes. Our Adjusted
EBITDA calculation is consistent with the definition of Adjusted EBITDA used in
our debt instruments.
Adjusted EPS is used in reporting to our Board and executive management and as a
component of the measurement of our performance. We believe that this measure
provides useful information to investors because it is the profitability measure
we use to evaluate earnings performance on a comparable year-to-year basis.
Adjusted EPS is defined as net income (loss) adjusted for amortization of
intangible assets, stock-based compensation, transaction related expenses, gain
on investments, other expense, loss (gain) on change in fair value of Private
Placement Warrants and Unvested Founder Shares and tax effect of adjustments to
arrive at Adjusted net income divided by our basic weighted average number of
shares outstanding.
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--------------------------------------------------------------------------------The following table presents a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2022 2021 2022 2021
Net income (loss) $ 13,512 $
(46,932)
72,696 64,004 144,141 127,721
Interest income (46) (7) (58) (11)
Income tax provision 6,457 (8,798) 20,712 4,252
Depreciation 17,171 17,008 33,767 33,173
Amortization of intangible assets 85,127 85,167 170,281 169,875
Non-income taxes 440 489 993 1,002
EBITDA $ 195,357 $
110,931
2,543 53 1,653 711
Integration expenses 1,024 4,129 2,696 4,688
Loss (gain) on change in fair value of
Private Placement Warrants and Unvested
Founder Shares 5,149 81,560 (7,592) 41,185
Transaction-related expenses 1,457 1,206 4,012 6,431
Gain on investments - (25) (289) (25)
Stock-based compensation 4,104 7,474 7,234 8,442
Adjusted EBITDA $ 209,634 $ 205,328 $ 435,040 $ 396,389
Material differences between MultiPlan Corporation and MPH for the three and six
months ended June 30, 2022 include differences in interest expense, loss (gain)
on change in fair value of Private Placement Warrants and Unvested Founder
Shares, and stock-based compensation. For the three and six months ended
June 30, 2022 , interest expense for MultiPlan Corporation is $20.3 million and
$40.8 million higher than interest expense for MPH, respectively, due to
interest expense incurred by MultiPlan Corporation on the Senior Convertible PIK
Notes . The loss (gain) on change in fair value of Private Placement Warrants and
Unvested Founder Shares, and stock-based compensation are recorded in the parent
company MultiPlan Corporation and not in the MPH operating company and therefore
the entire amount represents differences between MultiPlan Corporation and MPH.
23
--------------------------------------------------------------------------------The following table presents a reconciliation of net income (loss) to Adjusted EPS for the periods presented:
($ in thousands, except share and per share Three Months Ended June 30, Six Months Ended June 30, amounts) 2022 2021 2022 2021 Net income (loss)$ 13,512 $
(46,932)
85,127 85,167 170,281 169,875
Stock-based compensation 4,104 7,474 7,234 8,442
Transaction-related expenses 1,457 1,206 4,012 6,431
Gain on investments - (25) (289) (25)
Other expenses, net 2,543 53 1,653 711
Integration expenses 1,024 4,129 2,696 4,688
Loss (gain) on change in fair value of Private
Placement Warrants and Unvested Founder Shares 5,149 81,560 (7,592) 41,185
Estimated tax effect of adjustments (23,199) (24,336) (45,688) (47,200)
Adjusted net income $ 89,717 $
108,296
Weighted average shares outstanding - Basic 639,001,506 655,609,718 638,750,938 655,361,621 Net income (loss) per share - basic $ 0.02$ (0.07) $ 0.09$ (0.00) Adjusted EPS $ 0.14$ 0.17 $ 0.30$ 0.28
Factors Affecting the Comparability of our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods and may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
DHP Acquisition
OnFebruary 26, 2021 , the Company completed the acquisition of DHP, an analytics and technology company offering healthcare payment and revenue 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 theCenters for Medicare and Medicaid Services . The results of operations and financial condition of DHP have been included in the Company's consolidated results from the date of acquisition. In 2021 and for the three and six months endedJune 30, 2022 , DHP's impact on revenues and net earnings was not material. In connection with the DHP acquisition, the Company incurred transaction costs of$0.1 million and$4.7 million for the six months endedJune 30, 2022 and 2021, respectively. The transaction-related expenses have been expensed as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).
Debt Refinancings, Repayments and Repricing
OnAugust 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, issued with a discount of 1.00%, and the 5.50% Senior Secured Notes to repay all of the outstanding balance of its Term Loan G for a total redemption price of$2,354.6 million , and pay fees and expenses in connection therewith. Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to Term Loan B only, 0.50%, if higher), plus the applicable margin, or (b) the highest rate of (1) the 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 24 -------------------------------------------------------------------------------- Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 5.82% as ofJune 30, 2022 and the interest rate in effect for Term Loan G was 3.75% as ofJune 30, 2021 . 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.
The interest rate on the 5.50% Senior Secured Notes is fixed at 5.50%, and is
payable semi-annually on
For all our debt agreements with an interest rate dependent on LIBOR, we are currently assessing and monitoring how transitioning from LIBOR to an alternative reference rate may affect us past 2023.
In connection with the issuance of our debt instruments, the Company incurred specific expenses, 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, and 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 amortization of the debt issuance costs and discounts are included in interest expense in the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).
Stock-Based Compensation
Since the consummation of the Transactions, the Company has operated under the 2020 Omnibus Incentive Plan effectiveOctober 8, 2020 . To date, awards granted under the 2020 Omnibus Incentive Plan have been in the form of Employee RS, Employee RSUs, Fixed Value RSUs, Employee NQSOs and Director RSUs. Stock-based compensation is measured at the grant date based on the fair value of the award. During the six months endedJune 30, 2022 , the Company has granted 7.3 million Employee NQSOs, 3.9 million Employee RSUs and 0.2 million Director RSUs under the 2020 Omnibus Incentive Plan. For the three and six months endedJune 30, 2022 and 2021, the Company recorded stock-based compensation expense under the 2020 Omnibus Incentive Plan of$4.1 million and$7.2 million and$7.5 million and$8.4 million , respectively, in the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss). 25 --------------------------------------------------------------------------------
Results of Operations for the Three and Six Months Ended
The following table provides the results of operations for the periods
indicated:
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands) 2022 2021 $ % 2022 2021 $ %
Revenues
Network-Based Services
(12.0) % $ 132,044 $ 141,438 $ (9,394) (6.6) %
Analytics-Based Services 193,294 170,793 22,501 13.2 % 389,412 327,953 61,459 18.7 %
Payment and Revenue
Integrity Services 33,414 33,406 8 0.0 % 66,718 61,745 4,973 8.1 %
Total Revenues $ 290,128 $ 276,272 $ 13,856 5.0 % $ 588,174 $ 531,136 $ 57,038 10.7 %
Costs of services (exclusive
of depreciation and
amortization of intangible
assets shown below) 49,977 44,368 5,609 12.6 % 97,049 84,098 12,951 15.4 %
General and administrative
expenses 40,085 39,927 158 0.4 % 72,673 71,923 750 1.0 %
Depreciation expense 17,171 17,008 163 1.0 % 33,767 33,173 594 1.8 %
Amortization of intangible
assets 85,127 85,167 (40) 0.0 % 170,281 169,875 406 0.2 %
Operating income 97,768 89,802 7,966 8.9 % 214,404 172,067 42,337 24.6 %
Interest expense 72,696 64,004 8,692 13.6 % 144,141 127,721 16,420 12.9 %
Interest income (46) (7) (39) 557.1 % (58) (11) (47) 427.3 %
Gain on investments - (25) 25 100.0 % (289) (25) (264) NM
Loss (gain) on change in
fair value of Private
Placement Warrants and
Unvested Founder Shares 5,149 81,560 (76,411) (93.7) % (7,592) 41,185 (48,777) (118.4) %
Net income (loss) before
taxes 19,969 (55,730) 75,699 135.8 % 78,202 3,197 75,005 NM
Provision (benefit) for
income taxes 6,457 (8,798) 15,255 173.4 % 20,712 4,252 16,460 387.1 %
Net income (loss) $ 13,512 $ (46,932) $ 60,444 128.8 % $ 57,490 $ (1,055) $ 58,545 NM
_____________________
NM = Not meaningful
Revenues
Revenues increased by $13.9 million , or 5.0%, and $57.0 million , or 10.7%,
respectively, for the three and six months ended June 30, 2022 as compared to
revenues for the three and six months ended June 30, 2021 . These increases in
revenues were primarily related to increases in our Analytics-Based Services and
Payment and Revenue Integrity revenues of $22.5 million and $66.4 million ,
respectively, offset by decreases in our Network-Based Services revenue of $8.7
million and $9.4 million , respectively, for the three and six months ended
June 30, 2022 , as compared to the three and six months ended June 30, 2021 , as
explained below.
Network-Based Services revenues decreased $8.7 million , or 12.0%, and $9.4
million , or 6.6%, in the three and six months ended June 30, 2022 , respectively,
as compared to revenues for the three and six months ended June 30, 2021 . These
decreases in revenues were primarily related to client attrition and lower
medical charges processed on Network-Based Services claims received from
customers, resulting in lower savings for such customers contributing to
decreases in revenues of $6.1 million and $8.3 million , respectively, for the
three and six months ended June 30, 2022 , as compared to the three and six
months ended June 30, 2021 . The remaining decreases of $2.6 million and $1.1
million , respectively, are related to decreases in PEPM and other network
revenues for the three and six months ended June 30, 2022 , as compared to the
three and six months ended June 30, 2021 .
26
--------------------------------------------------------------------------------
Analytics-Based Services revenues increased $22.5 million , or 13.2% and $61.5
million , or 18.7%, for the three and six months ended June 30, 2022 ,
respectively, as compared to revenues for the three and six months ended
June 30, 2021 . These increases were primarily driven by higher medical charges
from customers, resulting in higher savings for such customers. The increases in
medical charges processed reflect, in part, a favorable decline of the effects
of the COVID-19 pandemic during the three and six months ended June 30, 2022 , as
compared to the three and six months ended June 30, 2021 .
Payment and Revenue Integrity Services revenues were relatively flat for the
three months ended June 30, 2022 and 2021, reflecting substantially consistent
period over period performance for this service line. Payment and Integrity
Services revenues increased $5.0 million , or 8.1%, for the six months ended
June 30, 2022 as compared to revenues for the six months ended June 30, 2021
primarily due to increases of $5.7 million of acquired revenues from DHP, offset
by $0.8 million of net decreases in revenues for this service line, primarily in
our pre-payment integrity service line.
Costs of Services (exclusive of depreciation and amortization of intangible
assets)
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands) 2022 2021 $ % 2022 2021 $ %
Personnel expenses excluding
stock-based compensation $ 41,612 $ 37,565 $ 4,047 10.8 % $ 80,769 $ 70,197 $ 10,572 15.1 %
Stock-based compensation 927 442 485 109.7 % 1,527 452 1,075 237.8 %
Personnel expenses including
stock-based compensation 42,539 38,007 4,532 11.9 % 82,296 70,649 11,647 16.5 %
Access and bill review fees 3,999 3,221 778 24.2 % 7,757 6,936 821 11.8 %
Other cost of services
expenses 3,439 3,140 299 9.5 % 6,996 6,513 483 7.4 %
Total costs of services
12.6 % $ 97,049 $ 84,098 $ 12,951 15.4 %
The increases of $5.6 million , or 12.6%, and $13.0 million , or 15.4% in cost of
services for the three and six months ended June 30, 2022 , respectively, as
compared to the three and six months ended June 30, 2021 were primarily due to
increases in personnel expenses, including stock-based compensation. The
increase in personnel expenses, including contract labor, for the three months
ended June 30, 2022 , as compared to the three months ended June 30, 2021 , was
primarily due to increases in stock-based compensation of $0.5 million and
non-stock-based compensation-related personnel expenses of $4.0 million
primarily due to increases in employee headcount and year-over-year compensation
increases, due in part to salary increases to remain competitive in the market
as a result of inflationary pressure on wages.
The increase in personnel expenses, including contract labor, for the six months
ended June 30, 2022 , as compared to the six months ended June 30, 2021 , was
primarily due to increases in stock-based compensation of $1.1 million and
non-stock-based compensation-related personnel expenses of $10.6 million ,
primarily due to a $3.9 million increase in compensation-related expenses from
the acquisition of DHP, which was acquired on February 26, 2021 . The remaining
$6.6 million increase was primarily due to increases in employee headcount and
year-over-year compensation increases, due in part to salary increases to remain
competitive in the market as a result of inflationary pressure on wages.
General and Administrative Expenses
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands) 2022 2021 $ % 2022 2021 $ %
General and administrative
expenses excluding stock-based
compensation and
transaction-related expenses $ 35,451 $ 31,689 $ 3,762 11.9 % $ 62,954 $ 57,502 $ 5,452 9.5 %
Stock-based compensation 3,177 7,032 (3,855) (54.8) % 5,707 7,990 (2,283) (28.6) %
Transaction-related expenses 1,457 1,206 251 20.8 % 4,012 6,431 (2,419) (37.6) %
General and administrative
expenses $ 40,085 $ 39,927 $ 158 0.4 % $ 72,673 $ 71,923 $ 750 1.0 %
27-------------------------------------------------------------------------------- The increase of$0.2 million , or 0.4%, in general and administrative expenses for the three months endedJune 30, 2022 , as compared to the three months endedJune 30, 2021 was primarily due to an increase in personnel expenses of$0.2 million , an increase in insurance of$0.6 million primarily related to higher D&O insurance and Technology E&O insurance, an increase in the loss on disposal of assets of$2.2 million due to lease terminations and impairment of other assets, and a net increase in other expenses of$1.4 million , offset by a decrease in professional fees of$1.1 million , primarily legal, audit, and consulting fees, and a decrease in integration expenses of$3.1 million , primarily related to the acquisitions of HST and DHP. The increase in personnel expenses of$0.2 million was due to an increase in compensation-related expenses of$4.1 million , primarily in contract labor, offset by a decrease in stock-based compensation of$3.9 million . The increase of$0.8 million , or 1.0%, in general and administrative expenses for the six months endedJune 30, 2022 , as compared to the six months endedJune 30, 2021 was primarily due to an increase in personnel expenses of$5.0 million , an increase in insurance of$1.4 million primarily related to higher D&O insurance and Technology E&O insurance, an increase in the loss on disposal of assets of$1.9 million primarily related to lease terminations and impairment of other assets, and an increase in equipment lease and maintenance of$0.9 million and an increase in net other expenses of$1.0 million , offset by an increase in the capitalized software development offset of$3.8 million , an increase in miscellaneous gains of$1.2 million , a decrease in integration expenses of$2.0 million , primarily related to the acquisitions of HST and DHP, and a decrease in transaction costs of$2.4 million . The increase in personnel expenses of$5.0 million was due to an increase in compensation-related expenses of$7.3 million , primarily in contract labor of$4.9 million and$2.4 million of employee compensation and related benefits, partially due to increases in employee headcount, offset by a decrease in stock-based compensation of$2.3 million . Depreciation Expense The increases of$0.2 million , or 1.0%, and$0.6 million , or 1.8%, in depreciation expense for the three and six months endedJune 30, 2022 as compared to the three and six months endedJune 30, 2021 were due to purchases of property and equipment, including internally generated capitalized software in the three and six months endedJune 30, 2022 and year endedDecember 31, 2021 , respectively, partially offset by assets that were written-off or became fully depreciated in the period.
Amortization of Intangible Assets
Amortization of intangible assets was relatively flat for the three months endedJune 30, 2022 as compared to the three months endedJune 30, 2021 . The amortization of intangible assets increased$0.4 million , or 0.2%, for the six months endedJune 30, 2022 , as compared to the six months endedJune 30, 2021 , primarily due to the acquisition of DHP. This expense represents the amortization of intangible assets, as explained above and in the notes to the unaudited condensed consolidated financial statements.
Interest Expense
The increases of$8.7 million , or 13.6% and$16.4 million , or 12.9%, in interest expense for the three and six months endedJune 30, 2022 , respectively, as compared to the three and six months endedJune 30, 2021 , were due to the increase in LIBOR interest rates and increase in interest rates due to the effect of the refinancing onAugust 24, 2021 when MPH issued new senior secured credit facilities composed of Term Loan B and Revolver B, and issued the 5.50% Senior Secured Notes, using the net proceeds to repay all of the outstanding balance of Term Loan G. Our annualized weighted average cash interest rate increased by 0.7% across our total debt in the six months endedJune 30, 2022 as compared to the same period in prior year. As ofJune 30, 2022 , our long-term debt was$4,877.7 million and included (i)$1,301.8 million Term Loan B, discount on Term Loan B of$12.0 million , excluding the current portion of Term Loan B of$13.3 million (ii)$1,050.0 million of 5.50% Senior Secured Notes, (iii)$1,300.0 million of 5.750% Senior Notes, (iv)$1,300.0 million of Senior Convertible PIK Notes, discount on Senior Convertible PIK Notes of$25.7 million , and (v)$0.1 million of long-term finance lease obligations, net of (vi) debt issue costs of$36.5 million . As ofJune 30, 2022 , our total debt had an annualized weighted average cash interest rate of 5.8%. As ofJune 30, 2021 , our total debt had an annualized weighted average cash interest rate of 4.9%. As ofDecember 31, 2021 , our long-term debt was$4,879.1 million and included (i)$1,308.4 million Term Loan B, discount on Term Loan B of$12.9 million , excluding the current portion of Term Loan B of$13.3 million (ii)$1,050.0 million of 5.50% Senior Secured Notes, (iii)$1,300.0 million of 5.750% Senior Notes, (iv)$1,300.0 million of Senior Convertible PIK Notes, discount on Senior Convertible PIK Notes of$27.7 million , and (iv)$0.1 million of long-term finance lease obligations, net of (v) debt issue costs of$38.8 million . As ofDecember 31, 2021 , our total debt had a weighted average cash interest rate of 4.6%. 28 --------------------------------------------------------------------------------
Loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares
The Company re-measures the fair value of the Private Placement Warrants and Unvested Founder Shares at each reporting period. FromDecember 31, 2021 toJune 30, 2022 , the fair value of the Private Placement Warrants decreased by$7.8 million and the fair value of the Unvested Founder Shares increased by$0.2 million . The decrease was primarily due to the decrease in the expected stock volatility and the passage of time over that period partially offset by the increase in the stock price of the Company's Class A common stock.
Provision (benefit) for income taxes
Net income before income taxes for the three months endedJune 30, 2022 of$20.0 million generated a provision for income taxes of$6.5 million . Net loss before income taxes for the three months endedJune 30, 2021 of$55.7 million generated a benefit for income taxes of$8.8 million . Net income before income taxes for the six months endedJune 30, 2022 of$78.2 million generated a provision for income taxes of$20.7 million . Net income before income taxes for the six months endedJune 30, 2021 of$3.2 million generated a provision for income taxes of$4.3 million . The effective tax rate for the six months endedJune 30, 2022 differed from the statutory rate primarily due to a non-deductible mark-to-market liability, limitations on executive compensation and state tax expense. The effective tax rate for the six months endedJune 30, 2021 differed from the statutory rate primarily due to a non-deductible mark-to-market liability, impact of acquisitions and changes in the Company's deferred state tax rate due to operations and state tax expense.
Liquidity and Capital Resources
As ofJune 30, 2022 , we had cash and cash equivalents of$354.3 million and$448.2 million of loan availability under the revolving credit facility. OnAugust 24, 2021 , the maturity of the revolving credit facility was extended fromJune 7, 2023 toAugust 24, 2026 . As ofJune 30, 2022 , we have three letters of credit totaling$1.8 million of utilization against the revolving credit facility. The three letters of credit are used to satisfy real estate lease agreements for three of our offices in lieu of security deposits. Our primary sources of liquidity are internally generated funds combined with our borrowing capacity under our revolving credit facility. We believe that these sources will provide sufficient liquidity for us to meet our working capital, capital expenditure and other cash requirements for at least the next twelve months. We may from time to time at our sole discretion, purchase, redeem or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital and debt requirements are also dependent upon our future financial performance, which is subject to many economic, commercial, financial and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.
Cash Flow Summary
The following table is derived from our unaudited condensed consolidated
statements of cash flows:
Six Months Ended June 30,
(in thousands) 2022 2021Net cash flows provided by (used in):
Operating activities $ 235,639 $ 204,389
Investing activities $ (58,110) $ (180,850)
Financing activities $ (8,821) $ (2,323)
29--------------------------------------------------------------------------------
Cash Flows from Operating Activities
Cash flows from operating activities provided$235.6 million for the six months endedJune 30, 2022 and$204.4 million for the six months endedJune 30, 2021 . This$31.3 million , or 15.3%, increase in cash flows from operating activities was primarily the result of an increase in net income of$58.5 million and changes in net working capital of$80.5 million offset by a decrease in adjustments for non-cash items of$107.8 million . The$107.8 million decrease in non-cash items was primarily due to a decrease in the loss (gain) on change in fair value of Private Placement Warrants and Unvested Founder Shares of$48.8 million , a decrease in deferred income taxes of$59.8 million , a decrease in stock-based compensation of$1.2 million , a decrease in non-cash interest costs of$0.6 million including decreases in debt issue costs, a gain on equity investments of$0.3 million , a decrease in amortization of right of use asset of$0.2 million offset by an increase in loss on disposal of property and equipment of$2.1 million , an increase in depreciation of$0.6 million , and an increase in amortization of intangible assets of$0.4 million . During the six months endedJune 30, 2022 ,$22.9 million was provided by changes in net working capital including an increase in accounts payable and accrued expenses and other expenses of$7.5 million , a decrease in prepaid expenses and other assets of$9.9 million , a decrease in net accounts receivable of$5.9 million primarily due to timing of collections, and a decrease in prepaid taxes of$5.1 million , offset by decreases in operating lease obligations of$5.4 million . The increase in accounts payable and accrued expenses and other expenses was primarily due to increases of$5.3 million in accrued compensation expense primarily related to the Company's employee bonus program and$3.1 million related to the timing of tax payments throughout the year which increased our liabilities, offset by decreases in other accrued expenses of$0.9 million . During the six months endedJune 30, 2021 ,$57.5 million was used by changes in net working capital including increases in prepaid taxes of$54.1 million , decreases in accounts payable and accrued expenses and other of$7.4 million and decreases in operating lease obligations of$3.4 million , offset by decreases in prepaid expenses and other assets of$2.5 million and decreases in net accounts receivable of$5.0 million primarily due to timing of collections.
Cash Flows from Investing Activities
For the six months endedJune 30, 2022 , net cash of$58.1 million was used in investing activities including$43.4 million for purchases of property and equipment and capitalization of software development and the$15.0 million equity investment in Abacus. For the six months endedJune 30, 2021 , net cash of$180.9 million was used in investing activities including$149.7 million for the acquisition of DHP and$36.8 million for purchases of property and equipment and capitalization of software development, offset by proceeds from the sale of an investment of$5.6 million .
Cash Flows from Financing Activities
Cash flows used in financing activities for the six months endedJune 30, 2022 were$8.8 million consisting of repayments of Term Loan B of$6.6 million and$2.2 million of taxes paid on net settlement of vested share awards. Cash flows used in financing activities for the six months endedJune 30, 2021 were$2.3 million as a result of taxes paid on net settlement of vested share awards. Term Loans and Revolvers OnAugust 24, 2021 , MPH issued new senior secured credit facilities composed of$1,325.0 million of Term Loan B,$450.0 million of 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, issued with a discount of 1.00%, 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. Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to Term Loan B only, 0.50%, if higher), plus the applicable margin, or (b) the highest rate of (1) the prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 5.82% as ofJune 30, 2022 and the interest rate in effect for Term Loan G was 3.75% as ofJune 30, 2021 .
Term Loan B matures on
For all our debt agreements with an interest rate dependent on LIBOR, we are currently assessing and monitoring how transitioning from LIBOR to an alternative reference rate may affect us past 2023.
30
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We are obligated to pay a commitment fee on the average daily unused amount of
our revolving credit facility. The annual commitment fee rate was 0.25% at
June 30, 2022 and 0.50% at December 31, 2021 . The fee can range from an annual
rate of 0.25% to 0.50% based on our leverage ratio, as defined in the agreement.
Senior Notes
OnOctober 8, 2020 , the Company issued$1,300.0 million in aggregate principal amount of Senior Convertible PIK Notes. The Senior Convertible PIK Notes were issued with a 2.5% discount with a maturity date ofOctober 15, 2027 . 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. The interest rate on the Senior Convertible PIK Notes is fixed at 6% in cash and 7% in kind, and is payable semi-annually onApril 15 andOctober 15 of each year. OnOctober 29, 2020 , the Company issued$1,300.0 million in aggregate principal amount of the 5.750% Notes. The 5.750% Notes are guaranteed on a senior unsecured basis jointly and severally by the Company and its subsidiaries and have a maturation date ofNovember 1, 2028 . The 5.750% Notes were issued at par. The interest rate on the 5.750% Notes is fixed at 5.750%, and is payable semi-annually onMay 1 andNovember 1 of each year. OnAugust 24, 2021 MPH issued$1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes with a maturation date ofSeptember 1, 2028 . The interest rate on the 5.50% Senior Secured Notes is fixed at 5.50%, and is payable semi-annually onMarch 1 andSeptember 1 of each year. The 5.50% Senior Secured Notes are guaranteed and secured as described below under "Guarantees and Security".
Debt Covenants and Events of Default
We are 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
The Revolver Ratio is such that, if, as of the last day of any fiscal quarter of MPH, the aggregate amount of loans under the revolving credit facility, letters of credit issued under the revolving credit facility (to the extent not cash collateralized or backstopped or, in the aggregate, in excess of$10.0 million ) and swingline loans are outstanding and/or issued in an aggregate amount greater than 35% of the total commitments in respect of the revolving credit facility at such time, the revolving credit facility will require MPH to maintain a maximum first lien secured leverage ratio of 6.75 to 1.00. Our consolidated first lien debt to consolidated EBITDA ratio is 2.30 times, 2.90 times, and 2.61 times as ofJune 30, 2022 ,June 30, 2021 , andDecember 31, 2021 , respectively.
As of
31
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The debt agreements governing the new senior secured credit facilities, the
5.750% Notes and the 5.50% Senior Secured Notes contain customary events of
default, subject to grace periods and exceptions, which include, among others,
payment defaults, cross-defaults to certain material indebtedness, certain
events of bankruptcy, material judgments, in the case of the debt agreements
governing the 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, 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.
See the footnotes to the EBITDA and Adjusted EBITDA reconciliation table provided above under "Non-GAAP Financial Measures" for material differences between the financial information of MultiPlan and MPH.
Guarantees and Security
All obligations under the debt agreements governing Term Loan B, Revolver B and the 5.50% Senior Secured Notes are unconditionally guaranteed byMPH Acquisition Corp. 1, the direct holding company parent of MPH, and each existing and subsequently acquired or organized direct or indirect wholly ownedU.S. organized restricted subsidiary of MPH (subject to certain exceptions). All such obligations, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien shared between the senior secured credit facilities and the 5.50% Senior Secured Notes 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. Critical Accounting Policies In preparing our Unaudited Condensed Consolidated Financial Statements, we are required to make judgments, assumptions and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and consider known and projected trends. On an ongoing basis, we re-evaluate our selection of assumptions and the method of calculating our estimates. Actual results, however, may materially differ from our calculated estimates, and this difference would be reported in our current operations. For a detailed description of our critical accounting estimates, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 in our 2021 Annual Report. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2021 Annual Report. As ofJune 30, 2022 , our critical accounting policies and estimates have not changed from those described in our 2021 Annual Report. Customer Concentration Three customers individually accounted for 34%, 19% and 10% of revenues for the year endedDecember 31, 2021 . The loss of the business of one or more of our larger customers could have a material adverse effect on our results of operations. For further discussion on our customer concentration, please refer to Item 1A. "Risk Factors" in our 2021 Annual Report.
Recent Accounting Pronouncements
See Note 1 General Information and Basis of Accounting of the Notes to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
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