Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39228 MULTIPLAN CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-3536151 (State or othe ...

MultiPlan Corporation (NYSE:MPLN) Q3 2022 Earnings Conference Call November 8, 2022 8:00 AM ET Company Participants Shawna Gasik - AVP, IR Dale White - CEO Jim Head - CFO Conference Call Participants Joshua Raskin - Nephron Research LLC Daniel Grosslight - Citigroup Cindy Motz - Goldman Sachs Steven Valiquette - Barclays Rishi Parekh - JPMorgan Operator Hello, everyone, and thank you for joining the MultiPlan Corporation Third Quarter 2022 Earnings Conference. My name is Darius and I'll be the operator for ...

ഷിMultiPlan. MultiPlan Q3 2022 Results and Business Update ■ November 8, 2022 Disclaimer Forward-Looking Statements This presentation includes statements that express management's opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements". These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "e ...

‍.പിMultiPlan. MultiPlan Q2 2022 Results and Business Update ■ August 4, 2022 Disclaimer Forward-Looking Statements This presentation includes statements that express our and our subsidiaries' opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements". These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms " ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39228 MULTIPLAN CORPORATION (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorpo ...

[Glossary](index=4&type=section&id=Glossary) This section provides definitions of key terms and abbreviations used throughout the financial report [Part I. Financial Information](index=10&type=section&id=Part%20I.%20Financial%20Information) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the period [Item 1. Financial Statements](index=10&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of income and comprehensive income, statements of shareholders' equity, and statements of cash flows, along with their accompanying notes, for MultiPlan Corporation for the three months ended March 31, 2022 and 2021 [Unaudited Condensed Consolidated Balance Sheets](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This statement presents the company's financial position, including assets, liabilities, and equity, at specific reporting dates Unaudited Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $350,830 | $185,328 | | Total current assets | $454,775 | $319,257 | | Total assets | $8,275,768 | $8,220,407 | | Total current liabilities | $201,968 | $141,908 | | Total liabilities | $5,884,292 | $5,875,737 | | Total shareholders' equity | $2,391,476 | $2,344,670 | - Cash and cash equivalents increased significantly from **$185.3 million** at December 31, 2021, to **$350.8 million** at March 31, 2022. Total current liabilities increased by **$60.1 million**, primarily due to increases in accrued interest and accrued taxes[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Income and Comprehensive Income](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) This statement outlines the company's financial performance, detailing revenues, expenses, and net income over a specific period Unaudited Condensed Consolidated Statements of Income and Comprehensive Income (in thousands) | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Change (YoY) | | :-------------------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :----------- | | Revenues | $298,046 | $254,864 | +16.9% | | Operating income | $116,636 | $82,265 | +41.8% | | Net income | $43,978 | $45,877 | -4.1% | | Net income per share – Basic | $0.07 | $0.07 | 0% | | Net income per share – Diluted | $0.07 | $0.07 | 0% | - Despite a **16.9% increase in revenues** and a **41.8% increase in operating income**, net income decreased by **4.1% year-over-year**, primarily influenced by changes in the fair value of Private Placement Warrants and unvested founder shares, and higher interest expense[21](index=21&type=chunk) [Unaudited Condensed Consolidated Statements of Shareholders' Equity](index=12&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) This statement tracks changes in the company's equity, reflecting net income, share issuances, and other comprehensive income - Total Shareholders' Equity increased from **$2,344.67 million** at the beginning of Q1 2022 to **$2,391.48 million** at the end of Q1 2022. This increase was primarily driven by **net income of $43.98 million** and an increase in additional paid-in capital of **$2.83 million**, partially offset by tax withholding related to equity awards[23](index=23&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement categorizes cash inflows and outflows from operating, investing, and financing activities for the reporting period Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Change (YoY) | | :----------------------- | :----------------------------------------------- | :----------------------------------------------- | :----------- | | Operating activities | $194,937 | $170,907 | +14.1% | | Investing activities | $(24,165) | $(162,398) | +85.1% | | Financing activities | $(5,270) | $(232) | -2171.6% | | Net increase in cash | $165,502 | $8,277 | +1899.4% | | Cash at end of period | $350,830 | $135,032 | +159.8% | - Net cash provided by operating activities increased by **14.1% year-over-year**. Net cash used in investing activities significantly decreased due to the absence of a large acquisition comparable to the DHP acquisition in the prior year. Net cash used in financing activities increased primarily due to Term Loan B repayments and taxes paid on vested share awards[25](index=25&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information for the figures presented in the primary financial statements [1. General Information and Basis of Accounting](index=15&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Accounting) This note describes the company's business, significant accounting policies, and the impact of external factors like the COVID-19 pandemic - MultiPlan is a provider of data analytics and technology-enabled solutions focused on reducing medical costs and improving payment accuracy for U.S. healthcare payors[28](index=28&type=chunk) - The company manages its operations as a **single segment**, with all revenues and long-lived assets attributable to operations in the United States[33](index=33&type=chunk)[35](index=35&type=chunk) - COVID-19 continued to negatively impact revenues in Q1 2022 due to non-COVID claims not yet reaching pre-pandemic levels, though to a lesser extent than in 2020 and 2021[32](index=32&type=chunk) Revenues Disaggregated by Services (in thousands) | Service Type | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Network-Based Services | $68,624 | $69,365 | | Analytics-Based Services | $196,118 | $157,160 | | Payment and Revenue Integrity Services | $33,304 | $28,339 | | **Total Revenues** | **$298,046** | **$254,864** | [2. Long-Term Debt](index=18&type=section&id=2.%20Long-Term%20Debt) This note details the composition, terms, and interest rates of the company's long-term debt obligations Long-Term Debt Composition (in thousands) | Debt Instrument | March 31, 2022 | December 31, 2021 | | :-------------------------------- | :------------- | :---------------- | | Term Loan B | $1,318,375 | $1,321,688 | | 5.50% Senior Secured Notes | $1,050,000 | $1,050,000 | | 5.750% Notes | $1,300,000 | $1,300,000 | | Senior Convertible PIK Notes | $1,300,000 | $1,300,000 | | Finance lease obligations, non-current | $49 | $71 | | **Long-term debt, net** | **$4,878,386** | **$4,879,144** | - The interest rate for Term Loan B was **4.76%** as of March 31, 2022, with quarterly principal repayments equal to **0.25%** of the initial aggregate principal[40](index=40&type=chunk)[41](index=41&type=chunk) [3. Private Placement Warrants and Unvested Founder Shares](index=18&type=section&id=3.%20Private%20Placement%20Warrants%20and%20Unvested%20Founder%20Shares) This note explains the valuation methodologies and fair value changes of private placement warrants and unvested founder shares - The fair value of Private Placement Warrants decreased by **$8.7 million** and unvested founder shares decreased by **$4.0 million** during the three months ended March 31, 2022. This decrease was primarily due to a reduction in expected stock volatility and the passage of time[44](index=44&type=chunk) - These instruments are classified as liabilities and are adjusted to fair value at each reporting date using option pricing models (Monte Carlo and Black Scholes models)[41](index=41&type=chunk)[43](index=43&type=chunk) [4. Fair Value Measurements](index=19&type=section&id=4.%20Fair%20Value%20Measurements) This note describes the fair value hierarchy and methods used to measure financial instruments on a recurring basis Fair Value of Long-Term Debt (in thousands) | Liability | Carrying Amount (March 31, 2022) | Fair Value (March 31, 2022) | | :-------------------------------- | :------------------------------- | :-------------------------- | | Term Loan B, net of discount | $1,305,939 | $1,270,026 | | 5.50% Senior Secured Notes | $1,050,000 | $1,008,420 | | 5.750% Notes | $1,300,000 | $1,177,800 | | Senior Convertible PIK Notes, net of discount | $1,273,289 | $968,336 | | Finance lease obligations | $49 | $49 | | **Total Liabilities** | **$4,929,277** | **$4,424,631** | - The fair value of long-term debt as of March 31, 2022, was obtained using **Level 1 fair value measurements** (quoted prices in active markets)[47](index=47&type=chunk) - The Private Placement Warrants and unvested founder shares are measured at fair value on a recurring basis using **Level 3 inputs** (unobservable inputs) via an option pricing simulation[51](index=51&type=chunk) [5. Commitments and Contingencies](index=20&type=section&id=5.%20Commitments%20and%20Contingencies) This note discloses the company's legal proceedings, potential liabilities, and other contractual commitments - The Company is a defendant in various lawsuits and regulatory investigations, including the Delaware Stockholder Litigation related to the Transactions, but does not believe they will result in a **material adverse effect**[54](index=54&type=chunk)[55](index=55&type=chunk) - On January 3, 2022, the Chancery Court dismissed the Company from the Delaware Stockholder Litigation, which is proceeding against the Churchill Defendants who have contractual indemnification rights[55](index=55&type=chunk) [6. Basic and Diluted Earnings Per Share](index=21&type=section&id=6.%20Basic%20and%20Diluted%20Earnings%20Per%20Share) This note presents the calculation of basic and diluted earnings per share, considering the impact of potentially dilutive securities Basic and Diluted EPS | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net Income | $43,978 | $45,877 | | Weighted average shares outstanding – Basic | 638,497,587 | 655,113,523 | | Weighted average shares outstanding – Diluted | 639,015,094 | 655,113,653 | | Net income per share – basic | $0.07 | $0.07 | | Net income per share – diluted | $0.07 | $0.07 | - Basic and diluted earnings per share remained **flat at $0.07** for both the three months ended March 31, 2022, and 2021. Anti-dilutive instruments, including warrants and Senior Convertible PIK Notes, were excluded from the diluted EPS calculation[58](index=58&type=chunk) [7. Related Party Transactions](index=21&type=section&id=7.%20Related%20Party%20Transactions) This note outlines transactions with entities controlled by related parties, including revenues, expenses, and outstanding balances Related Party Transactions (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Revenues | $643 | $567 | | Total expense | $(612) | $(955) | | Accounts payable (period end) | $2,015 | $2,297 | - Related party transactions include purchasing PPO network services, recognizing revenue for network use, obtaining insurance, and reimbursing expenses with companies controlled by Hellman & Friedman LLC[60](index=60&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a detailed analysis of MultiPlan Corporation's financial condition and results of operations for the three months ended March 31, 2022, compared to the same period in 2021, including an overview of the business, factors affecting results, and a discussion of non-GAAP financial measures [Cautionary Note Regarding Forward-looking Statements](index=23&type=section&id=Cautionary%20Note%20Regarding%20Forward-looking%20Statements) This section highlights the inherent uncertainties and risks associated with forward-looking statements, advising caution to readers - The report contains forward-looking statements reflecting management's expectations, beliefs, and forecasts, which are subject to various risks and uncertainties[64](index=64&type=chunk)[66](index=66&type=chunk) - Key risk factors include the impact of COVID-19, potential loss of major customers, competitive pressures, changes in regulatory environment, and the ability to integrate acquisitions[65](index=65&type=chunk) [Company Overview](index=24&type=section&id=Company%20Overview) This section provides a summary of MultiPlan's business, its service offerings, and its role in the U.S. healthcare industry - MultiPlan is a leading provider of data analytics and technology-enabled solutions in the U.S. healthcare industry, aiming to reduce medical costs and improve payment accuracy for payors[67](index=67&type=chunk) - The company offers three service categories: Network-Based Services, Analytics-Based Services, and Payment and Revenue Integrity Services[70](index=70&type=chunk) - For the three months ended March 31, 2022, MultiPlan's services identified approximately **$5.6 billion** in potential medical cost savings[68](index=68&type=chunk) [Uncertainty Relating to the COVID-19 Pandemic](index=25&type=section&id=Uncertainty%20Relating%20to%20the%20COVID-19%20Pandemic) This section discusses the ongoing effects of the COVID-19 pandemic on the company's revenues and operational environment - COVID-19 continued to negatively impact revenues in Q1 2022, as medical charges on non-COVID claims had not yet returned to pre-pandemic levels, though the impact was less severe than in prior periods[73](index=73&type=chunk) - Most of the company's approximately **2,400 employees** continue to work remotely[72](index=72&type=chunk) [Factors Affecting Our Results of Operations](index=25&type=section&id=Factors%20Affecting%20Our%20Results%20of%20Operations) This section identifies key drivers and trends influencing the company's financial performance, such as medical charges processed Medical Charges Processed and Potential Savings (in millions) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change (YoY) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Medical charges processed | $31,692.1 | $27,777.2 | +14.1% | | Potential medical cost savings | $5,627.8 | $5,159.6 | +9.1% | - The increase in medical charges processed includes higher medical charges and related savings for COVID-19 services (testing, treatment, vaccines) in Q1 2022 compared to Q1 2021[74](index=74&type=chunk) [Components of Results of Operations](index=27&type=section&id=Components%20of%20Results%20of%20Operations) This section breaks down the various revenue and expense components that contribute to the company's overall financial performance - Revenues are generated from Network-Based, Analytics-Based, and Payment and Revenue Integrity Services, typically compensated through a percentage of savings (PSAV) or per-employee-per-month (PEPM) rate[79](index=79&type=chunk) - Costs of services primarily consist of personnel expenses and access and bill review fees, while general and administrative expenses cover corporate functions, taxes, and transaction costs[80](index=80&type=chunk)[81](index=81&type=chunk) - Interest expense includes accrued interest on long-term debt and amortization of debt issuance costs and discounts. Changes in fair value of Private Placement Warrants and unvested founder shares are remeasured each period, primarily due to stock price and volatility changes[84](index=84&type=chunk)[86](index=86&type=chunk) [Non-GAAP Financial Measures](index=29&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EPS, to their most comparable GAAP measures - MultiPlan uses EBITDA, Adjusted EBITDA, and Adjusted EPS as non-GAAP financial measures to evaluate performance by excluding items not indicative of its core business[89](index=89&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $43,978 | $45,877 | | EBITDA | $231,969 | $224,026 | | Adjusted EBITDA | $225,406 | $191,061 | Reconciliation of Net Income to Adjusted EPS | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $43,978 | $45,877 | | Adjusted net income | $100,080 | $74,756 | | Adjusted EPS | $0.16 | $0.11 | [Factors Affecting the Comparability of our Results of Operations](index=31&type=section&id=Factors%20Affecting%20the%20Comparability%20of%20our%20Results%20of%20Operations) This section explains significant events, including acquisitions and debt refinancings, that impact the comparability of financial results across periods - The acquisition of Discovery Health Partners (DHP) on February 26, 2021, strengthened MultiPlan's payment integrity services, contributing **$8.7 million** in revenue in Q1 2022 compared to **$2.9 million** in Q1 2021[97](index=97&type=chunk)[98](index=98&type=chunk) - Debt refinancings on August 24, 2021, involved issuing new senior secured credit facilities (Term Loan B, Revolver B, and 5.50% Senior Secured Notes) to repay Term Loan G, increasing the annualized weighted average cash interest rate by **0.6%** in Q1 2022[99](index=99&type=chunk)[119](index=119&type=chunk) - Stock-based compensation expense increased from **$1.0 million** in Q1 2021 to **$3.1 million** in Q1 2022, reflecting new awards under the 2020 Omnibus Incentive Plan[105](index=105&type=chunk) [Results of Operations for the Three Months Ended March 31, 2022 and 2021](index=34&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202022%20and%202021) This section provides a comparative analysis of the company's revenues, costs, and net income for the three-month periods ended March 31, 2022 and 2021 Key Financial Results (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Total Revenues | $298,046 | $254,864 | $43,182 | 16.9% | | Network-Based Services Revenues | $68,624 | $69,365 | $(741) | (1.1)% | | Analytics-Based Services Revenues | $196,118 | $157,160 | $38,958 | 24.8% | | Payment and Revenue Integrity Services Revenues | $33,304 | $28,339 | $4,965 | 17.5% | | Total costs of services (exclusive of depreciation and amortization) | $47,072 | $39,730 | $7,342 | 18.5% | | General and administrative expenses | $32,588 | $31,996 | $592 | 1.9% | | Operating income | $116,636 | $82,265 | $34,371 | 41.8% | | Interest expense | $71,445 | $63,717 | $7,728 | 12.1% | | Change in fair value of Private Placement Warrants and unvested founder shares | $(12,741) | $(40,375) | $27,634 | 68.4% | | Net income | $43,978 | $45,877 | $(1,899) | (4.1)% | - Total revenues increased by **16.9%**, primarily driven by a **$37.4 million** increase from higher medical charges processed and a **$5.8 million** increase from the DHP acquisition. Analytics-Based Services saw the largest growth at **24.8%**[108](index=108&type=chunk)[112](index=112&type=chunk) - Costs of services increased by **18.5%** due to higher personnel expenses, including stock-based compensation and DHP-related compensation. General and administrative expenses rose slightly by **1.9%**, influenced by increased personnel and integration expenses, offset by lower transaction costs[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - Interest expense increased by **12.1%** due to higher interest rates and the August 2021 debt refinancing. The change in fair value of Private Placement Warrants and unvested founder shares resulted in a gain of **$12.7 million** in Q1 2022, compared to a larger gain of **$40.4 million** in Q1 2021[119](index=119&type=chunk)[122](index=122&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's cash position, debt obligations, and ability to generate sufficient cash to meet its operational and financial needs - As of March 31, 2022, the company had **$350.8 million** in cash and cash equivalents and **$448.2 million** available under its revolving credit facility, which was extended to August 24, 2026[124](index=124&type=chunk) - The company believes its primary sources of liquidity (internally generated funds and revolving credit facility) will be sufficient for the next twelve months[125](index=125&type=chunk) Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :----------------------- | :-------------------------------- | :-------------------------------- | | Operating activities | $194,937 | $170,907 | | Investing activities | $(24,165) | $(162,398) | | Financing activities | $(5,270) | $(232) | - Cash flows from operating activities increased by **$24.0 million (14.1%)** year-over-year, primarily due to an increase in non-cash items and changes in net working capital. Investing activities used significantly less cash due to the absence of a major acquisition like DHP in the prior year[128](index=128&type=chunk)[129](index=129&type=chunk)[132](index=132&type=chunk) - The company was in compliance with all debt covenants as of March 31, 2022, and December 31, 2021[147](index=147&type=chunk) - Three customers individually accounted for **34%, 19%, and 10% of revenues** for the year ended December 31, 2021, indicating a concentration risk[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there were no material changes to the market risks previously disclosed in the company's 2021 Annual Report as of March 31, 2022 - No material changes in market risks were identified as of March 31, 2022, compared to the disclosures in the 2021 Annual Report[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2022, with no material changes in internal control over financial reporting during the quarter - The company's principal executive officer and principal financial and accounting officers concluded that disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2022[159](index=159&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended March 31, 2022[160](index=160&type=chunk) [Part II - Other Information](index=43&type=section&id=Part%20II%20-%20Other%20Information) This part includes disclosures on legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various lawsuits, including a class action related to the Transactions, but does not anticipate a material adverse effect on its financial condition. The company was dismissed from the Delaware Stockholder Litigation in January 2022 - The company is a defendant in various lawsuits and regulatory investigations, but believes they will not have a **material adverse effect** on its financial condition or results of operations[162](index=162&type=chunk) - The company was dismissed from the Delaware Stockholder Litigation on January 3, 2022, with the case proceeding against the Churchill Defendants[163](index=163&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the company's 2021 Annual Report during the three months ended March 31, 2022 - No material changes to the risk factors previously disclosed in the Company's 2021 Annual Report occurred during the three months ended March 31, 2022[165](index=165&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any shares of its Class A common stock during the three months ended March 31, 2022, under its $250 million share repurchase program Share Repurchase Activity (in thousands, except share data) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased | | :-------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------- | :--------------------------------------------------- | | January 1 - 31, 2022 | — | $— | — | $150,000 | | February 1 - 28, 2022 | — | — | — | — | | March 1 - 31, 2022 | — | — | — | — | | **Total** | **—** | **$—** | **—** | **$150,000** | - The company did not repurchase any shares of its Class A common stock during the three months ended March 31, 2022. A share repurchase program authorizing up to **$250 million** was approved on August 27, 2021, with **$150 million** remaining as of January 31, 2022[167](index=167&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including employment agreements, stock award agreements, certifications, and XBRL financial information - Exhibits include employment agreements, stock award agreements under the 2020 Omnibus Incentive Plan, certifications (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL financial information[168](index=168&type=chunk) [Signature](index=45&type=section&id=Signature) This section contains the official signatures certifying the accuracy and completeness of the report

Financial Performance - MultiPlan's Q1 2022 revenues reached $298 million[6] - Adjusted EBITDA for Q1 2022 was $225.4 million, the highest quarter ever[6] - Operating cash flow for Q1 2022 was $194.9 million[6] - The company estimates a COVID impact of $3-5 million on revenues and $2-4 million on Adjusted EBITDA for Q1 2022[15] - The company's revenue guidance for 2022 is $1160-1200 million and Adjusted EBITDA guidance is $850-875 million[25] - The company's revenue guidance for Q2 2022 is $285-295 million and Adjusted EBITDA guidance is $205-215 million[26] Operational Highlights - MultiPlan identified potential savings of $5.6 billion for payors, health plan sponsors, and members in Q1 2022[6] - The company completed or had in process 124 No Surprises Act (NSA) implementations and had NSA-related opportunities with 41 customers in the sales pipeline[6] - MultiPlan closed 192 sales opportunities expected to generate over $27 million in annual run-rate revenues[6] - Network-Based revenue was $68.6 million, Analytics-Based revenue was $196.1 million, and Payment & Revenue Integrity revenue was $33.3 million in Q1 2022[13] - Identified potential savings on COVID-related charges are about 17.5% of the total $5.6 billion identified potential savings in Q1 2022[21]

Financial Data and Key Metrics Changes - First quarter revenues were $298 million, up nearly 17% from the prior-year quarter, and in line with fourth quarter 2021 [12][35] - Adjusted EBITDA was $225.4 million, up nearly 18% from the prior-year quarter, and just under 1% from the fourth quarter 2021 [12][43] - Cash flow from operations was $194.9 million, with free cash flow of $170.5 million [13][48] - Adjusted EBITDA margin came in at 75.6%, up 60 basis points from the prior-year quarter [45] Business Line Data and Key Metrics Changes - Analytics-based services grew by 24.8%, while payment and revenue integrity services grew by 17.5%. Network services saw a modest decline of 1.1% [36] - The company generated $5.6 billion in potential identified savings, a growth rate of over 9% from the prior-year [14] Market Data and Key Metrics Changes - The company is currently working on 650 active opportunities, representing over $200 million in annual revenues [22] - In Q1, the company added over 390 opportunities with an estimated annual revenue of $36 million [23] Company Strategy and Development Direction - The company remains focused on investing in new markets and initiatives to drive growth, with a growing set of M&A opportunities [10] - MultiPlan is helping payors and employers navigate the trade-offs between cost efficiency and benefit attractiveness, particularly in a tight labor market [15][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in tracking towards full-year expectations, with robust demand for services and a strong pipeline [9][32] - The company expects continued strong performance in underlying operating results as healthcare utilization normalizes [50] Other Important Information - The company has completed 98 NSA implementations and has 26 more in process, with 41 NSA-related opportunities in the sales pipeline [25][71] - The estimated COVID-related revenue impact in Q1 2022 was approximately $3 million to $5 million, down from previous estimates [39][54] Q&A Session Summary Question: Impact of No Surprises Act on revenues in Q1 - Management indicated that the first quarter did not have a material effect from surprise billing services, with activity starting to increase in April [66] Question: Changes to the composition of Top 10 customers - Management reported no material changes to the composition of the Top 10 customers in terms of revenue for the quarter [67] Question: Progress updates on smaller customers regarding NSA services - Management noted ongoing implementations and visibility into smaller customers, with 98 completed implementations and 26 in process [70][71] Question: Sequential decline in Q2 guidance - Management explained that the sequential decline is expected due to the transition from Q4 data service claims to Q1 claims, along with the anticipated impact of NSA [76][79] Question: NSA headwind assumptions - Management clarified that the guidance assumes the QPA remains primacy, and any changes in regulation would not materially affect NSA revenues [82][84]

Part I [Business](index=12&type=section&id=Item%201.%20Business) MultiPlan provides data analytics and technology-enabled solutions to the U.S. healthcare industry, focusing on medical cost reduction and payment accuracy for payors - MultiPlan's services are categorized into three main areas: **Analytics-Based Services** (data-driven pricing), **Network-Based Services** (PPO networks with over **1.2 million providers**), and **Payment and Revenue Integrity Services** (pre- and post-payment accuracy)[29](index=29&type=chunk) - In 2021, the company's services identified approximately **$21.7 billion** in potential medical cost savings for its customers[26](index=26&type=chunk) - The company's growth strategy involves enhancing current products, extending its platform to in-network claims and government programs (partly through acquisitions like HST and Discovery Health Partners), and expanding into new business models for providers and consumers[47](index=47&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The company's IT platform is a key competitive advantage, processing nearly all claims via EDI or direct web service integration and having the capacity to increase processing volume **threefold** with current infrastructure[70](index=70&type=chunk)[72](index=72&type=chunk) - The company became publicly traded on the NYSE under the ticker "**MPLN**" on October 8, 2020, following a reverse recapitalization with Churchill Capital Corp III[100](index=100&type=chunk)[101](index=101&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, primarily related to its business operations, high customer concentration, and the evolving healthcare regulatory landscape - The company is highly dependent on a small number of large customers. In 2021, the three largest customers accounted for approximately **34%**, **19%**, and **10%** of total revenues, respectively[118](index=118&type=chunk) - Changes in the healthcare industry, particularly the enactment of laws like the No Surprises Act and other state-level regulations targeting "surprise" medical bills, could adversely affect the company's business strategy and operations[148](index=148&type=chunk)[177](index=177&type=chunk) - The company's substantial level of indebtedness, totaling **$4.97 billion** as of December 31, 2021, poses risks by potentially limiting its ability to raise additional capital, fund operations, and react to economic or industry changes[195](index=195&type=chunk) - The company's Private Placement Warrants and unvested founder shares are accounted for as derivative liabilities, and changes in their fair value are reported in earnings, which may cause volatility in reported financial results and affect the stock price[218](index=218&type=chunk) [Unresolved Staff Comments](index=45&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - There are no unresolved staff comments[223](index=223&type=chunk) [Properties](index=45&type=section&id=Item%202.%20Properties) The company leases all its properties across 15 states, with corporate headquarters in New York, NY, and primary data centers in Texas and Illinois - All company properties are leased. The corporate headquarters is in New York, NY[223](index=223&type=chunk) - The primary data center is in Texas, and the redundant data center is in Illinois, both hosted by co-location service providers[223](index=223&type=chunk) [Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various lawsuits and regulatory investigations, but does not expect a material adverse effect, and was dismissed from a significant merger-related lawsuit on January 3, 2022 - The company is a defendant in various lawsuits arising from the ordinary course of business but does not expect them to have a material adverse effect[224](index=224&type=chunk) - On January 3, 2022, the company was dismissed from the *In Re MultiPlan Corp. Stockholders Litigation*, a class action lawsuit related to the merger with Churchill Capital Corp III. The litigation will proceed against other defendants[225](index=225&type=chunk)[226](index=226&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[227](index=227&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) MultiPlan's Class A common stock and Public Warrants are listed on the NYSE, with no cash dividends paid to date, and the company repurchased approximately **$100 million** of its stock by the end of 2021 under a **$250 million** program - The company's Class A common stock and Public Warrants trade on the NYSE under symbols "**MPLN**" and "**MPLN.WS**"[227](index=227&type=chunk) - The company has not paid any cash dividends on its Class A common stock to date[229](index=229&type=chunk) Issuer Purchases of Equity Securities (Q4 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased | | :--- | :--- | :--- | :--- | :--- | | October 1 - 31, 2021 | 7,143,639 | $5.13 | 7,143,639 | $152,257 (in thousands) | | November 1 - 30, 2021 | 510,240 | $4.42 | 510,240 | $150,000 (in thousands) | | December 1 - 31, 2021 | — | — | — | $150,000 (in thousands) | | **Total** | **7,653,879** | **$5.09** | **7,653,879** | **$150,000 (in thousands)** | [Reserved](index=47&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2021, MultiPlan's revenues increased **19.2%** to **$1.12 billion**, achieving **$102.1 million** net income and **$838.3 million** Adjusted EBITDA, driven by higher claim volumes, acquisitions, and a significant decrease in stock-based compensation expense Key Financial Results (2021 vs. 2020) | Metric | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | **$1,117.6 M** | **$937.8 M** | **19.2%** | | Operating Income (Loss) | **$386.1 M** | **$(131.8) M** | N/M | | Net Income (Loss) | **$102.1 M** | **$(520.6) M** | N/M | | Adjusted EBITDA | **$838.3 M** | **$706.3 M** | **18.7%** | - The increase in 2021 revenue was driven by higher claims volumes, better savings rates as COVID-19 effects subsided, and revenues from the acquisitions of DHP (**$44.4 million**) and HST[292](index=292&type=chunk) - The significant swing from a net loss in 2020 to net income in 2021 was primarily due to a decrease in stock-based compensation expense. In 2020, the company recorded **$405.8 million** in stock-based compensation related to its reverse recapitalization, compared to **$18.0 million** in 2021 under its new incentive plan[291](index=291&type=chunk)[288](index=288&type=chunk)[290](index=290&type=chunk) - On February 26, 2021, the Company acquired Discovery Health Partners (DHP) to strengthen its payment and revenue integrity services[246](index=246&type=chunk) - On August 24, 2021, the company refinanced its debt, issuing **$1.325 billion** in new term loans and **$1.05 billion** in senior secured notes to repay its existing Term Loan G, extending maturities to 2028 and 2026[282](index=282&type=chunk)[325](index=325&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its variable-rate debt, with a **100-basis point (1%)** change impacting annual interest expense by approximately **$13.2 million**, and it is monitoring the LIBOR transition - The company's main market risk is interest rate risk from its variable-rate senior secured credit facilities[364](index=364&type=chunk)[367](index=367&type=chunk) - A **100-basis point (1%)** increase or decrease in the variable interest rates under Term Loan B would result in a **$13.2 million** change in annual interest expense[367](index=367&type=chunk) - The company is exposed to risks from the planned discontinuation of LIBOR by mid-2023, which could unpredictably affect its interest payment obligations[370](index=370&type=chunk) [Financial Statements and Supplementary Data](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The consolidated financial statements for 2021, 2020, and 2019 are presented with an unqualified auditor's opinion, highlighting **$8.22 billion** in total assets and **$102.1 million** net income for 2021 - The independent auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2021[373](index=373&type=chunk)[374](index=374&type=chunk) - The auditor identified two Critical Audit Matters: (1) the estimation of variable consideration for PSAV (Percentage of Savings) revenue, and (2) the valuation of Private Placement Warrants and Unvested Founder Shares[382](index=382&type=chunk)[383](index=383&type=chunk)[386](index=386&type=chunk) Consolidated Balance Sheet Summary | (in thousands) | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total current assets | **$319,257** | **$208,851** | | Goodwill | **$4,363,070** | **$4,257,336** | | Total assets | **$8,220,407** | **$8,283,578** | | Total current liabilities | **$141,908** | **$112,498** | | Long-term debt | **$4,879,144** | **$4,578,489** | | Total liabilities | **$5,875,737** | **$5,725,710** | | Total shareholders' equity | **$2,344,670** | **$2,557,868** | Consolidated Income Statement Summary | (in thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenues | **$1,117,602** | **$937,763** | **$982,901** | | Operating income (loss) | **$386,120** | **$(131,821)** | **$368,209** | | Net income (loss) | **$102,080** | **$(520,564)** | **$9,710** | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosures](index=107&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) This item is not applicable - Not applicable[624](index=624&type=chunk) [Controls and Procedures](index=107&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2021, having successfully remediated two previously identified material weaknesses related to accounting resources and formal policies - Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were effective[626](index=626&type=chunk) - The company successfully remediated two previously identified material weaknesses related to (1) insufficient accounting resources and (2) a lack of formal accounting policies and controls for a public company[630](index=630&type=chunk)[632](index=632&type=chunk) - Remediation actions included hiring a **Chief Accounting Officer** and **VP of Internal Audit**, strengthening the finance team, completing a formal risk assessment, and implementing new controls and standardized financial closing procedures[631](index=631&type=chunk)[632](index=632&type=chunk) [Other Information](index=108&type=section&id=Item%209B.%20Other%20Information) There is no other information to report - None[634](index=634&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=108&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable - N/A[634](index=634&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=108&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the forthcoming 2022 Proxy Statement - Information is incorporated by reference from the forthcoming 2022 Proxy Statement[635](index=635&type=chunk) [Executive Compensation](index=109&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the forthcoming 2022 Proxy Statement - Information is incorporated by reference from the forthcoming 2022 Proxy Statement[636](index=636&type=chunk) [Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters](index=109&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owner%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the forthcoming 2022 Proxy Statement - Information is incorporated by reference from the forthcoming 2022 Proxy Statement[637](index=637&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=109&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the forthcoming 2022 Proxy Statement - Information is incorporated by reference from the forthcoming 2022 Proxy Statement[638](index=638&type=chunk) [Principal Accounting Fees and Services](index=109&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the forthcoming 2022 Proxy Statement - Information is incorporated by reference from the forthcoming 2022 Proxy Statement[639](index=639&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=109&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate governance documents, debt indentures, and required certifications - This section contains a list of all exhibits filed with the annual report, including governance documents, debt agreements, and executive compensation plans[640](index=640&type=chunk)[641](index=641&type=chunk)[642](index=642&type=chunk) [Form 10-K Summary](index=112&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates there is no Form 10-K summary - None[645](index=645&type=chunk)

‍.​ MultiPlan Q4 & FY 2021 Results and Business Update L February 17, 2022 Disclaimer Forward-Looking Statements This presentation includes statements that express our and our subsidiaries' opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements". These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "bel ...