0001793229FALSE00017932292023-02-272023-02-270001793229us-gaap:CommonClassAMember2023-02-272023-02-270001793229us-gaap:WarrantMember2023-02-272023-02-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 27, 2023

MultiPlan Corporation
(Exact name of registrant as specified in its charter)
Delaware001-3922884-3536151
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
115 Fifth Avenue
New York, New York 10003
(212) 780-2000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange on which registered
Shares of Class A Common Stock,
$0.0001 par value per share
MPLNNew York Stock Exchange
WarrantsMPLN.WNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



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

Item 2.02    Results of Operations and Financial Condition.
On February 28, 2023, the Company issued a press release announcing its financial results for the fourth quarter ended December 31, 2022.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01 Other Events.
Share Repurchase Program
On February 28, 2023, the Company announced that its Board of Directors (the “Board”) approved a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company is authorized to repurchase up to $100 million shares of its Class A common stock. The Share Repurchase Program is effective immediately, will expire on December 31, 2023, and is expected to be funded using the Company’s cash on hand and cash from operations.
Repurchases under the Share Repurchase Program may be made, from time to time, using a variety of methods, which may include open market purchases, in privately negotiated transactions or by other means, including through the use of preset trading plans meeting the requirements of Rule 10b5-1 under the Act. Repurchases by the Company under the Share Repurchase Program will be subject to general market and economic conditions, applicable legal requirements and other considerations, and the Share Repurchase Program may be extended, suspended, modified or discontinued by the Board at any time without prior notice at the Company’s discretion.
A copy of the related press release is attached to this Report as Exhibit 99.2 and is incorporated herein by reference.
Delaware Section 205 Petition
As the Company previously announced on its Form 8-K filed on February 10, 2023, the Company filed a petition on February 9, 2023 in the Delaware Court of Chancery (the “Court of Chancery”) under Section 205 of the Delaware General Corporation Law in order to resolve potential uncertainty with respect to the Company’s capitalization resulting from a recent Court of Chancery ruling. The Court of Chancery set a hearing date for February 27, 2023.

On February 27, 2023, the hearing took place and the Court of Chancery approved the Company’s request for relief. The Court of Chancery then entered an order under Section 205 of the Delaware General Corporation Law on February 27, 2023 (1) declaring the Company’s Second Amended and Restated Certificate of Incorporation (the “Current Certificate of Incorporation”) and all amendments effected thereby, including the filing and effectiveness of the Current Certificate of Incorporation, as validated and declared effective as of the time of its filing with the Office of the Secretary of State of the State of Delaware on October 8, 2020 and (2) ordering that all securities of the Company issued in reliance on the effectiveness of the Current Certificate of Incorporation are validated and declared effective, as of the date and time of the original issuance of such securities.





Item 9.01    Financial Statements and Exhibits.
 (d) Exhibits
The following exhibits are included in this Form 8-K:
 
99.1Press Release, dated February 28, 2023, reporting the Company’s financial results for the fourth quarter ended December 31, 2022.
99.2Press Release, dated February 28, 2023, announcing the Company’s share repurchase program.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Forward-Looking Statements
This Report includes statements that express our 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 “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report, including the discussion of 2023 outlook and guidance as well as the Company's capital allocation strategy and plans, 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 the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results, including: fluctuations in the Company's stock price; the impact from the COVID-19 pandemic and its related effects on our projected results of operations, financial performance, liquidity or other financial metrics; loss of our customers, particularly our largest customers; trends in the U.S. healthcare system, including recent trends of unknown duration of reduced healthcare utilization and increased patient responsibility for services; inability to preserve or increase our existing market share or the size of our Preferred Provider Organization networks; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; decreases in discounts from providers; the loss of our existing relationships with providers; the loss of key members of our management team or inability to maintain sufficient qualified personnel; pressure to limit access to preferred provider networks; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to enter new lines of business and broaden the scope of our services; our ability to identify, complete and successfully integrate acquisitions; our ability to obtain additional financing; changes in our industry and in industry standards and technology; interruptions or security breaches of our information technology systems and other cyber security attacks; our ability to protect proprietary information, processes, and applications; our ability to maintain the licenses or rights of use for the software we use; our inability to expand our network infrastructure; changes in accounting principles or the incurrence of impairment chargers; our ability to remediate any material weakness or maintain effective internal controls over financial reporting; our ability to continue to attract, motivate and retain a large number of skilled employees, and adapt to the effects of inflationary pressure on wages; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; adverse outcomes related to litigation or governmental proceedings; other factors disclosed in our Securities and Exchange Commission (“SEC”) filings; and other factors beyond our control.



The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
EXHIBIT INDEX

Exhibit
Number    Description
99.1
99.2
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).



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

Dated:    February 28, 2023



                                MultiPlan Corporation

                                By:    /s/ James M. Head            
                                Name:    James M. Head
                                Title:    Executive Vice President and Chief Financial
Officer



EXHIBIT 99.1
EASE
image_0a.jpg

MultiPlan Reports Fourth Quarter and Full Year 2022 Results
Q4 2022 Revenues of $241.1 million, Net Loss of $650.1 million (including a $662.2 million impairment of goodwill and indefinite-lived intangible assets) and Adjusted EBITDA of $161.5 million
Full Year 2022 Revenues of $1,079.7 million, Net Loss of $572.9 million (including a $662.2 million impairment of goodwill and indefinite-lived intangible assets) and Adjusted EBITDA of $768.7 million
Full Year 2023 Revenues guidance of $925 million to $975 million and Adjusted EBITDA guidance of $600 million to $650 million
Repurchased over $136 million face value of our 5.75% Notes in the open market, and the Board of Directors authorized share repurchase program of $100 million through December 31, 2023
NEW YORK, NY — February 28, 2023 — MultiPlan Corporation (“MultiPlan” or the “Company”) (NYSE: MPLN), a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry, today reported financial results for the fourth quarter and full year ended December 31, 2022.

“As we close 2022, I’m proud of the progress MultiPlan has made, even as we withstood a period of softness in the second half of the year,” said Dale White, CEO of MultiPlan. “We continued to deliver critical value to stakeholders in the healthcare ecosystem by processing $155.2 billion in medical charges and identifying $22.3 billion in potential medical cost savings. And, we successfully navigated one of the most significant regulatory changes in the history of U.S. healthcare by helping our customers through the complexities of the new No Surprises Act.”

“Further, we have continued to take steps to strengthen our business,” added Mr. White. “We are pleased to announce that, since our last earnings call, we renewed a multi-year contract with another one of our larger customers. During the fourth quarter, we made progress on debt reduction, and with over $300 million of cash remaining on our balance sheet, we will continue to be opportunistic regarding capital allocation given market conditions. And importantly, we led our team through an extensive, forward-looking review of our service and product positioning, and enacted a concrete plan to reposition our business for growth in the coming years.”

Mr. White concluded, “The year 2023 will be a pivotal one for MultiPlan, as the steps we are taking to reposition the business will help us land on solid footing with greater visibility and resume growth in 2024 and beyond.”

Business and Financial Highlights
Revenues of $241.1 million for Q4 2022, a decrease of 19.2% over Q4 2021 revenues of $298.3 million.
Net loss of $650.1 million for Q4 2022, compared to net income of $24.9 million for Q4 2021. The net loss was principally due to an impairment charge of $662.2 million for goodwill and indefinite-lived intangibles recorded.
Adjusted EBITDA of $161.5 million for Q4 2022, compared to $223.6 million for Q4 2021.
Revenues of $1,079.7 million for full year 2022, a decrease of 3.4% over full year 2021 revenues of $1,117.6 million.




Net loss for full year 2022 of $572.9 million compared to net income of $102.1 million for full year 2021. The net loss was principally due to an impairment charge of $662.2 million for goodwill and indefinite-lived intangibles recorded.
Adjusted EBITDA of $768.7 million for full year 2022, compared to $838.3 million for full year 2021.
Net cash provided by operating activities of $372.4 million for full year 2022, compared to $404.7 million for full year 2021.
Free Cash Flow of $282.6 million for full year 2022, compared to $320.1 million for full year 2021.

In the fourth quarter, the Company used $100 million of cash to repurchase $136 million face value of its 5.750% Senior Unsecured Notes. The Company ended the fourth quarter with $334 million of unrestricted cash and cash equivalents on the balance sheet.

The Company processed $39.0 billion in medical charges during the fourth quarter 2022, identifying potential medical cost savings of approximately $5.4 billion. For the year ended December 31, 2022, the Company processed approximately $155.2 billion in medical charges and identified approximately $22.3 billion in potential medical cost savings compared to $144.2 billion medical charges and approximately $22.1 billion in potential medical cost savings for the year ended December 31, 2021.

Based on the results of the annual impairment test in the fourth quarter of 2022, the estimated fair values of our goodwill and indefinite-lived assets were less than their carrying values and as a result impairment charges of $657.9 million for our goodwill and $4.3 million for our indefinite-lived intangibles were recorded.

The full year 2022 results reflect an estimated COVID-related revenue impact of $12-20 million and an estimated COVID-related Adjusted EBITDA impact of $8-16 million, as compared to an estimated COVID-related revenue impact of $40-50 million and an estimated COVID-related Adjusted EBITDA impact of $32-40 million for full year 2021. Given the de minimis net COVID impact in 2022, particularly in the second half of the year, the Company will discontinue disclosure of the net COVID-related revenue and adjusted EBITDA impacts going forward.



2023 Financial Guidance1,2
Financial Metric
Full Year 2023 Guidance
Revenues
$925 million to $975 million
Adjusted EBITDA1
$600 million to $650 million
Interest expense
$325 million to $340 million
Cash flow from operations2
$175 million to $215 million
Capital expenditures
$100 million to $115 million
Depreciation
$70 million to $75 million
Amortization of intangible assets
$335 million to $345 million
Effective tax rate
25% to 28%

The Company anticipates Q1 2023 revenues between $225 million and $240 million and Adjusted EBITDA between $145 million and $160 million.

Conference Call Information
The Company will host a conference call today, Tuesday, February 28, 2023 at 8:00 a.m. U.S. Eastern Time (ET) to discuss its financial results. Investors and analysts are encouraged to pre-register for the conference call by using the link below. Participants who pre-register will receive access details via email. Pre-registration may be completed at any time up to and following the call start time.

To pre-register, go to: https://www.netroadshow.com/events/login?show=26c1eac5&confId=46725

A live webcast of the conference call can be accessed through the Investor Relations section of the Company’s website at investors.multiplan.com/events-and-presentations. Participants should join the webcast ten minutes prior to the start of the conference call. The earnings release and supplemental slide deck will also be available on this section of the Company’s website.
For those unable to listen to the live conference call, an audio replay will be available approximately two hours after the call through the archived webcast on the Investor Relations section of the Company’s website or by dialing (866) 813-9403 or (929) 458-6194. The replay access code is 726753.
About MultiPlan
MultiPlan is committed to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. Leveraging sophisticated technology, data analytics and a team rich with industry experience, MultiPlan interprets customers’ needs and customizes innovative solutions that combine its payment and revenue integrity, network-based and analytics-based services. MultiPlan is a trusted partner to over 700 healthcare payors in the commercial health, government and property and casualty markets. For more information, visit multiplan.com.



1 We have not reconciled the forward-looking Adjusted EBITDA guidance included above to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability and low visibility with respect to certain costs, the most significant of which are incentive compensation (including stock-based compensation), transaction-related expenses (including expenses relating to the business combination), certain fair value measurements and costs related to the uncertainties caused by the global COVID-19 pandemic, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.
2 Cash flow from operations guidance includes the impact of approximately $24 million in payments that MultiPlan anticipates making in connection with the settlement of our previously disclosed Delaware stockholder litigation. This amount is reflected as an accrued contingent liability on our balance sheet dated December 31, 2022.



Investor Relations Contact
Luke Montgomery, CFA
SVP, Finance & Investor Relations
MultiPlan
866-909-7427
investor@multiplan.com
Shawna Gasik
AVP, Investor Relations
MultiPlan
866-909-7427
investor@multiplan.com
Forward Looking Statements

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

The forward-looking statements contained in this press release 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 described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022; and other documents filed or to be filed with the SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

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

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

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

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

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

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

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

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

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




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

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

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

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



MULTIPLAN CORPORATION
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$334,046 $185,328 
Restricted cash6,513 3,051 
Trade accounts receivable, net78,907 99,905 
Prepaid expenses22,244 24,910 
Prepaid taxes1,351 5,064 
Other current assets, net3,676 999 
Total current assets446,737 319,257 
Property and equipment, net232,835 213,238 
Operating lease right-of-use assets24,237 30,104 
Goodwill3,705,199 4,363,070 
Other intangibles, net2,940,201 3,285,037 
Other assets, net21,895 9,701 
Total assets$7,371,104 $8,220,407 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$13,295 $13,005 
Accrued interest57,982 55,685 
Operating lease obligation, short-term6,363 6,883 
Current portion of long-term debt13,250 13,250 
Accrued compensation34,568 25,419 
Accrued legal settlements33,923 9,646 
Other accrued expenses16,463 18,020 
Total current liabilities175,844 141,908 
Long-term debt4,741,856 4,879,144 
Operating lease obligation, long-term20,894 26,725 
Private Placement Warrants and Unvested Founder Shares2,442 74,000 
Deferred income taxes639,498 753,825 
Other liabilities28 135 
Total liabilities5,580,562 5,875,737 
Commitments and contingencies (Note 13)
Shareholders’ equity:
Shareholder interests
Preferred stock, par value — shares authorized; shares issued— — 
Common stock, par value — shares authorized; and issued; and shares outstanding67 67 
Additional paid-in capital2,330,444 2,311,660 
Retained (deficit) earnings (347,800)225,112 
Treasury stock — and shares(192,169)(192,169)
Total shareholders’ equity1,790,542 2,344,670 
Total liabilities and shareholders’ equity$7,371,104 $8,220,407 



MULTIPLAN CORPORATION

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

(in thousands, except share and per share data)
Years Ended December 31,
202220212020
Revenues$1,079,716 $1,117,602 $937,763 
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)204,098 175,292 318,675 
General and administrative expenses166,837 151,095 355,635 
Depreciation68,756 64,885 60,577 
Amortization of intangible assets340,536 340,210 334,697 
Loss on impairment of goodwill and intangible assets662,221 — — 
Total expenses1,442,448 731,482 1,069,584 
Operating (loss) income(362,732)386,120 (131,821)
Interest expense303,401 267,475 335,638 
Interest income(3,500)(30)(288)
 (Gain) loss on extinguishment of debt(34,551)15,843 102,993 
 (Gain) loss on investments(289)(25)12,165 
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares(67,050)(32,596)(35,422)
Net (loss) income before taxes(560,743)135,453 (546,907)
Provision (benefit) for income taxes12,169 33,373 (26,343)
Net (loss) income$(572,912)$102,080 $(520,564)
Weighted average shares outstanding – Basic638,925,689 651,006,567 470,785,192 
Weighted average shares outstanding – Diluted638,925,689 651,525,791 470,785,192 
Net (loss) income per share – Basic$(0.90)$0.16 $(1.11)
Net (loss) income per share – Diluted$(0.90)$0.16 $(1.11)
Comprehensive (loss) income$(572,912)$102,080 $(520,564)




MULTIPLAN CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
202220212020
Operating activities:
Net (loss) income$(572,912)$102,080 $(520,564)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation68,756 64,885 60,577 
Amortization of intangible assets340,536 340,210 334,697 
Amortization of the right-of-use asset6,367 6,963 8,405 
Loss on impairment of goodwill and intangible assets662,221 — — 
Stock-based compensation16,739 18,010 406,054 
Deferred income taxes(114,378)(81,929)(45,041)
Non-cash interest costs10,539 12,259 22,888 
Loss (gain) on extinguishment of debt(34,551)15,843 102,993 
(Gain) Loss on equity investments(289)— 12,165 
Loss on disposal of property and equipment1,051 2,991 610 
Change in fair value of Private Placement Warrants and Unvested Founder Shares(67,050)(32,596)(35,422)
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Accounts receivable, net20,998 (33,826)14,758 
Prepaid expenses and other assets2,795 (6,952)(7,480)
Prepaid taxes3,713 (5,064)2,130 
Operating lease obligation(6,520)(5,900)(8,461)
Accounts payable and accrued expenses and other34,349 7,713 29,065 
Net cash provided by operating activities372,364 404,687 377,374 
Investing activities:
Purchases of property and equipment(89,735)(84,590)(70,813)
Proceeds from sale of investment289 5,641 — 
Purchase of equity investments(15,000)— — 
HST Acquisition, net of cash acquired— 246 (140,032)
DHP Acquisition, net of cash acquired— (149,676)— 
Net cash used in investing activities(104,446)(228,379)(210,845)
Financing activities:
Repayments of Term Loan G— (2,341,000)(369,000)
Extinguishment of Notes— — (1,615,583)
Extinguishment of Senior PIK Notes— — (1,202,302)
Issuance of Senior Convertible PIK Notes— — 1,267,500 
Repurchase of Notes(99,999)— — 
Issuance of Notes— — 1,300,000 
Repayments of Term Loan B(13,250)(3,313)— 
Issuance of Term Loan B— 1,298,930 — 
Issuance of Senior Secured Notes— 1,034,520 — 
Taxes paid on settlement of vested share awards(2,463)(3,789)— 
Borrowings on revolving credit facility— — 98,000 
Repayment of revolving credit facility— — (98,000)
Effect of the Transactions— — 682,408 


MULTIPLAN CORPORATION
Consolidated Statements of Cash Flows Continued
(in thousands)

Years Ended December 31,
202220212020
Purchase of treasury stock— (100,000)(101,123)
Payment of debt issuance costs— — (23,489)
Borrowings on finance leases, net(26)(32)(10)
Net cash used in financing activities(115,738)(114,684)(61,599)
Net increase in cash, cash equivalents and restricted cash152,180 61,624 104,930 
Cash, cash equivalents and restricted cash at beginning of period188,379 126,755 21,825 
Cash, cash equivalents and restricted cash at end of period$340,559 $188,379 $126,755 
Cash and cash equivalents$334,046 $185,328 $126,755 
Restricted cash6,513 3,051 — 
Cash, cash equivalents and restricted cash at end of period$340,559 $188,379 $126,755 
Noncash investing and financing activities:
Purchases of property and equipment not yet paid$4,784 $5,930 $4,334 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$3,631 $6,880 $10,210 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest$(289,766)$(231,049)$(312,349)
Income taxes, net of refunds$(124,082)$(131,517)$(3,917)



MULTIPLAN CORPORATION
Calculation of EBITDA and Adjusted EBITDA
(in thousands)

Year Ended December 31,
202220212020
Net (loss) income$(572,912)$102,080 $(520,564)
Adjustments:
Interest expense303,401 267,475 335,638 
Interest income(3,500)(30)(288)
Income tax provision (benefit)12,169 33,373 (26,343)
Depreciation68,756 64,885 60,577 
Amortization of intangible assets340,536 340,210 334,697 
Non-income taxes1,653 1,698 3,221 
EBITDA$150,103 $809,691 $186,938 
Adjustments:
Other expenses, net (1)
4,477 8,295 1,095 
Integration expenses4,055 9,460 801 
Change in fair value of Private Placement Warrants and Unvested Founder Shares(67,050)(32,596)(35,422)
Transaction-related expenses34,693 9,647 31,689 
 (Gain) loss on investments(289)(25)12,165 
 (Gain) loss on extinguishment of debt(34,551)15,843 102,993 
Loss on impairment of goodwill and intangible assets662,221 — — 
Stock-based compensation15,083 18,010 406,054 
Adjusted EBITDA$768,742 $838,325 $706,313 
(1)"Other expenses, net" represents miscellaneous non-recurring income, miscellaneous non-recurring expenses, gain or loss on disposal of assets, impairment of other assets, gain or loss on disposal of leases, tax penalties, and non-integration related severance costs.

Calculation of Free Cash Flow, Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio
(in thousands)
Year Ended December 31,
202220212020
Net cash provided by operating activities$372,364 $404,687 $377,374 
Purchases of property and equipment(89,735)(84,590)(70,813)
Free Cash Flow282,629 320,097 306,561 
Interest paid289,766 231,049 312,349 
Unlevered Free Cash Flow$572,395 $551,146 $618,910 
Adjusted EBITDA$768,742 $838,325 $706,313 
Adjusted Cash Conversion Ratio74 %66 %88 %
Net cash used in investing activities$(104,446)$(228,379)$(210,845)
Net cash used in financing activities$(115,738)$(114,684)$(61,599)

EXHIBIT 99.2
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MultiPlan Announces $100 Million Share Repurchase Program
New York, NY (February 28, 2023) – MultiPlan Corporation (NYSE:MPLN) (“MultiPlan” or the “Company”), a leading provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry, today announced that its Board of Directors has approved a new share repurchase program authorizing the Company to repurchase up to $100 million of its Class A common stock through December 31, 2023.
Commenting on the stock repurchase program, Dale White, CEO of MultiPlan, said, “We are committed to strategically deploying our capital to drive long-term value for stockholders. Although the focus of our capital allocation strategy is investing in the business for growth, M&A and debt pay-down, we believe that our shares are undervalued and repurchasing our shares may be an attractive component of our strategy given the market dislocation of our stock price. For these reasons, our board has approved a new program to replace the program that expired in December 2022. This share repurchase program demonstrates our confidence in the strength of MultiPlan’s business and cash flow.”
MultiPlan may repurchase shares from time to time using a variety of methods, which may include open market purchases, in privately negotiated transactions or by other means, including through the use of preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, which would permit shares to be repurchased during periods the Company might otherwise be precluded from doing so under insider trading laws. The timing and amount of any share repurchases will be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchased shares will be held in treasury shares and will be available for use in connection with the Company’s stock plans and for other corporate purposes. There is no guarantee as to the number of shares that will be repurchased. The repurchase program expires on December 31, 2023, and the repurchase program may be extended, suspended or discontinued at any time without prior notice at the Company’s discretion. Share repurchases will be funded using the Company’s cash on hand and cash from operations.
About MultiPlan
MultiPlan is committed to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. Leveraging sophisticated technology, data analytics and a team rich with industry experience, MultiPlan interprets customers’ needs and customizes innovative solutions that combine its payment and revenue integrity, network-based and analytics-based services. MultiPlan is a trusted partner to over 700 healthcare payors in the commercial health, government and property and casualty markets. For more information, visit multiplan.com.













Investor Relations Contact
Luke Montgomery, CFA
SVP, Finance & Investor Relations
MultiPlan
866-909-7427
investor@multiplan.com
Shawna Gasik
AVP, Investor Relations
MultiPlan
866-909-7427
investor@multiplan.com
Forward-Looking Statements
This press release includes statements that express our 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 “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, including, without limitation, statements regarding the Company’s capital allocation strategy and plans. Such forward-looking statements are based on available current market information and management’s expectations, beliefs and forecasts concerning future events impacting the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that these forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include: fluctuations in the Company’s stock price; the ongoing COVID-19 pandemic and its related effects on our results of operations, financial performance, liquidity or other financial metrics; loss of our customers, particularly our largest customers; trends in the U.S. healthcare system, including recent trends of unknown duration of reduction healthcare utilization and increased patient responsibility for services; inability to preserve or increase our existing market share or the size of our Preferred Provider Organization networks; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; decreases in discounts from providers; the loss of our existing relationships with providers; the loss of key members of our management team or inability to maintain sufficient qualified personnel; pressure to limit access to preferred provider networks; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to enter new lines of business and broaden the scope of our services; our ability to identify, complete and successfully integrate acquisitions; our ability to obtain additional financing; changes in our industry and in industry standards and technology; interruptions or security breaches of our information technology systems and other cybersecurity attacks; our ability to protect proprietary information, processes and applications; our ability to maintain the licenses or right of use for the software we use; our inability to expand our network infrastructure; changes in accounting principles or the incurrence of impairment charges; our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; our ability to continue to attract, motivate and retain a large number of skilled employees, and adapt to the effects of inflationary pressure on wages; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; adverse outcomes related to litigation or governmental proceedings; other factors disclosed in our Securities and Exchange Commission (“SEC”) filings; and other factors beyond our control.
The forward-looking statements contained in this press release 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 described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021; and other documents filed or to be filed with the SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the



assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
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.