Change Healthcare Inc. Reports Second Quarter Fiscal 2020 Financial Results
Change Healthcare Inc. (Nasdaq: CHNG), a leading independent healthcare technology company, today reported financial results for Change Healthcare LLC (“Change Healthcare”) for the second quarter of fiscal year 2020 ended September 30, 2019.
“I am pleased to report another quarter of strong financial and operational performance, supported by continued strength in our underlying business and the execution on our strategic initiatives in our Enterprise Imaging and RCM Services businesses,” said Neil de Crescenzo, president and chief executive officer. “We continue to invest in innovation internally and with leading technology partners to bring to market new solutions that deliver increased value to our more than 30,000 customers by helping them reduce cost, increase quality, and enhance their ability to drive consumer engagement. Our focus on operational excellence and innovation across our platform places Change Healthcare in a strong position to deliver accelerated growth and shareholder value over the coming years.”
Adoption of the New Revenue Recognition Standard - ASC 606
Change Healthcare adopted the new revenue recognition accounting standard Accounting Standards Codification ("ASC") 606 effective April 1, 2019 on a modified retrospective basis. Financial results for reporting periods during fiscal year 2020 are presented in compliance with the new revenue recognition standard. Historical financial results for reporting periods prior to fiscal year 2020 are presented in conformity with the prior revenue recognition standard, ASC 605. This press release includes additional information to reconcile the impacts of the adoption of the new revenue recognition standard on Change Healthcare’s financial results for the quarter and six months ended September 30, 2019. This includes the presentation of financial results during fiscal year 2020 under ASC 605 for comparison to the prior year period.
Fiscal 2020 Second Quarter Highlights for Change Healthcare LLC:
Financial Summary - ASC 606 (standard adopted effective April 1, 2019)
- Total revenue of $795.8 million, including Solutions revenue of $738.7 million
- Net income of $(0.1) million, resulting in net income of $(0.00) per diluted unit(1)
- Adjusted net income of $86.6 million, resulting in adjusted net income of $0.27 per diluted unit(1)
- Adjusted EBITDA of $217.7 million
Financial Summary - ASC 605 (standard before April 1, 2019)
- Total revenue of $805.8 million, including Solutions revenue of $748.6 million
- Net income of $4.3 million, resulting in net income of $0.01 per diluted unit(1)
- Adjusted net income of $91.0 million, resulting in adjusted net income of $0.28 per diluted unit(1)
- Adjusted EBITDA of $222.0 million
(1) Common units of Change Healthcare LLC are equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.
Financial Results - ASC 606 (standard adopted effective April 1, 2019)
- Solutions revenue was $738.7 million. Second quarter results were impacted by the adoption of the new accounting standard, ASC 606, which resulted in the recognition of certain revenue in the first quarter of the fiscal year that would have been recognized in the second quarter or subsequent periods under the prior accounting rules. As a result, the second quarter results reflect an unfavorable revenue impact of $9.9 million as compared with ASC 605.
- Net income was $(0.1) million, resulting in net income of $(0.00) per diluted unit. Net income under the new accounting standard was impacted favorably by an extended recognition period for commissions and certain implementation costs, decreasing expenses by $5.6 million, partially offsetting the revenue impact of ASC 606 noted above.
- Adjusted net income was $86.6 million, resulting in adjusted net income of $0.27 per diluted unit.
- Adjusted EBITDA was $217.7 million. Adjusted EBITDA as a percent of Solutions revenue for the second quarter of fiscal 2020 was 29.5%
Financial Results - ASC 605 (standard before April 1, 2019)
- Solutions revenue was $748.6 million, compared to $737.8 million for the second quarter of fiscal 2019. Total revenue for the current period, which includes Postage revenue, was $805.8 million compared to $800.2 million in the same period of the prior year. Growth in both the Software & Analytics and Network Solutions businesses was partially offset by the impact of planned contract eliminations in our Technology-enabled Services business, and the impact of our optimization initiatives in our Connected Analytics business. As part of our stated strategy, we are repositioning certain of our Revenue Cycle Management (“RCM”) service solutions to better address end-market dynamics, enhance efficiency and to improve the long-term growth potential of these solutions.
- Net income was $4.3 million, resulting in net income of $0.01 per diluted unit, compared with net income of $113.4 million or $0.45 per diluted unit, respectively, for the second quarter of fiscal 2019. Net income in the prior year period included the gain on sale of the Extended Care business of $111.4 million before the provision of income tax. The sale resulted in an after-tax gain of approximately $111.1 million and an impact of approximately $0.44 per diluted unit. During the second quarter of fiscal 2020, the favorable impact of productivity improvements and growth across our Software & Analytics and Network Solutions businesses was partially offset by planned contract eliminations in our Technology-enabled Service business.
- Adjusted net income was $91.0 million, resulting in adjusted net income of $0.28 per diluted unit, compared with adjusted net income of $89.9 million or $0.35 per diluted unit, respectively, for the second quarter of fiscal 2019. Adjusted net income reflects the items noted above.
- Adjusted EBITDA was $222.0 million, compared with $216.0 million for the second quarter of fiscal 2019. Adjusted EBITDA as a percent of Solutions revenue for the second quarter of fiscal 2020 was 29.7%, compared with 29.3% for the second quarter of fiscal 2019. The improved performance was the result of a favorable impact of mix, productivity improvements and growth across our segments.
Cash Flow and Balance Sheet Highlights for Change Healthcare LLC:
Net cash provided by operating activities was $223.9 million for the six months ended September 30, 2019, a decrease of 1.8% from $227.9 million for the six months ended September 30, 2018. Free cash flow was $94.0 million for the six months ended September 30, 2019, a decrease of 8.9% from $103.2 million for the six months ended September 30, 2018. Adjusted free cash flow was $173.9 million, a decrease of $59.2 million year over year.
Net cash provided by operating activities, free cash flow, and adjusted free cash flow each are affected by pass-thru funds we receive from certain pharmaceutical industry participants in advance of our obligation to remit these funds to participating retail pharmacies. The decrease in cash flow from operations, free cash flow and adjusted free cash flow primarily resulted from the inclusion of $12.9 million of such pass-thru funds in the six months ended September 30, 2019 as compared to $156.1 million for the six months ended September 30, 2018.
Change Healthcare LLC ended the quarter with approximately $73.0 million of cash, cash equivalents and restricted cash and approximately $4,971.0 million of total debt. In addition to the previously disclosed repayment of $805.0 million in term loan facility obligations in July 2019, the company repaid an additional $85.0 million in term loan facility obligations in the second quarter of fiscal 2020.
As of September 30, 2019, no amounts had been drawn under the revolving credit facility. On July 3, 2019, the company amended its revolving credit facility to increase the current commitment amount from $500.0 million to $785.0 million and to extend the maturity to July 3, 2024.
Recent Business Highlights
- Introduced new artificial intelligence (AI) technology capabilities to our CareSelect™ Imaging decision support solution. These AI capabilities help healthcare providers enhance workflow efficiency, improve patient safety, provide higher-value care, and meet pending regulatory requirements, leveraging our integration into electronic health record (EHR) systems.
- Awarded a contract through 2026 by Ireland’s Health Service Executive to extend their partnership with Change Healthcare to upgrade Ireland’s National Integrated Medical Imaging system (“NIMIS”). Leveraging the innovation in our Imaging unit, NIMIS is transforming how diagnostic imaging is delivered to the citizens of Ireland to ensure that images and reports are available to clinicians at the right time and location regardless of where the image was acquired.
- Introduced Charge Capture Advisor, a new cloud-based addition to the company’s portfolio of Revenue Integrity Solutions. The solution uses AI to identify potentially missing charges for services that providers actually performed before claims are submitted targeting a more complete capture of services rendered without additional time and effort by hospital revenue integrity teams.
Full Year Fiscal 2020 Outlook and 2021 Guidance - ASC 606
Change Healthcare continues to expect full-year fiscal 2020 Solutions revenue growth of 1% to 2% including the impact of the sale of our extended care business during fiscal year 2019 and planned contract exits in our Technology-enabled Services business; Adjusted EBITDA growth of 6% to 8% and Adjusted net income growth of 9% to11%.
For fiscal year 2021, the company continues to expect Solutions revenue growth of 4% to 6% and Adjusted EBITDA growth of 6% to 8%.
Third Quarter Fiscal 2020 Guidance - ASC 606
Change Healthcare expects third quarter fiscal 2020 Solutions revenue in the range of $745 million to $760 million, Adjusted EBITDA in the range of $225 million to $235 million, and Adjusted net income in the range of $98 million to $103 million.
While second quarter revenue decreased as a result of ASC 606 implementation, full year revenue is not expected to differ materially between the two accounting standards. Hence, the acceleration of revenue to the first quarter of the fiscal year will reduce the quarterly reported revenue in subsequent fiscal 2020 reported results versus the prior revenue recognition standard. The impact from extended recognition periods for commission expense as a result of the adoption of ASC 606 is expected to be favorable by about $3 million pre-tax per quarter for the remainder of fiscal 2020.
A reconciliation of the forward-looking third-quarter and full-year fiscal 2020 Adjusted EBITDA outlook to net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, Change Healthcare LLC is unable to assess the probable significance of the unavailable information, which could have a material impact on its future financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
Conference Call and Webcast Information
Change Healthcare will host a conference call on November 14, 2019 at 8:00 a.m. ET. Investors and other interested parties are invited to listen to the conference call by dialing 1-(877) 279-0788 in the U.S.; 1-(270) 215-9894 from abroad, including the conference ID number: 1669249; or via a live, audio webcast on the Company's website at https://ir.changehealthcare.com/.
A webcast replay will be available for on-demand listening shortly after the completion of the call until the second-quarter fiscal 2021 earnings call, at the aforementioned URL. In addition, a digital audio playback will be available until 11:00 a.m. Eastern Time on Thursday, November 21, 2019, by dialing 1-(855) 859-2056 or 1-(404) 537-3406 and referencing confirmation 1669249.
About Change Healthcare
Change Healthcare is a leading independent healthcare technology company that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system. We are a key catalyst of a value-based healthcare system, accelerating the journey toward improved lives and healthier communities. Learn more at changehealthcare.com.
CHNG-IR
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of federal securities laws. Any statements made in this release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” and the negatives of these words and other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, including factors disclosed in the Registration Statement on Form S-1 (No. 333-230345) in the section entitled “Risk Factors,” and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this release. All forward-looking statements are based on information currently available to Change Healthcare and are qualified in their entirety by this cautionary statement. The statements herein speak only as of the date such statements were first made. Except to the extent required by law, Change Healthcare assumes no obligation to update any such forward-looking statements or other statements included in this release.
Non-GAAP Financial Measures
In the Company’s earnings releases, prepared remarks, conference calls, slide presentations and webcasts, there may be use or discussion of non-GAAP financial measures. We believe such measures provide supplemental information to investors with regard to our operating performance and assist investors’ ability to compare our financial results to those of other companies in the same industry. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between the comparable GAAP financial measure and each non-GAAP financial measure are included in this press release after the consolidated financial statements. These non-GAAP financial measures are calculated and presented on the basis of methodologies other than in accordance with GAAP. These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP and may be defined and calculated differently by others in the same industry.
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Change Healthcare Inc. |
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Statements of Operations (unaudited and amounts in thousands, except share and per share amounts) |
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Three Months Ended |
Six Months Ended |
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September 30, |
September 30, |
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|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|||
|
Revenue |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||
|
Operating expenses |
|
|
|
|
|
|
|
|
|||
|
General and administrative |
|
1,138 |
|
31 |
|
1,389 |
|
62 |
|||
|
Accretion Expense |
|
48,363 |
|
— |
|
48,363 |
|
— |
|||
|
Total operating expenses |
|
49,501 |
|
31 |
|
49,752 |
|
62 |
|||
|
Operating income (loss) |
|
(49,501) |
|
(31) |
|
(49,752) |
|
(62) |
|||
|
Non-operating (income) expense |
|
|
|
|
|
|
|
|
|||
|
Loss from Equity Method Investment in the Joint Venture |
|
56,179 |
|
25,571 |
|
95,732 |
|
48,337 |
|||
|
(Gain) Loss on Sale of Interests in the Joint Venture |
|
— |
|
(197) |
|
— |
|
(661) |
|||
|
Management fee income |
|
(772) |
|
(31) |
|
(876) |
|
(62) |
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|
Interest expense |
|
644 |
|
— |
|
644 |
|
— |
|||
|
Interest income |
|
(644) |
|
— |
|
(644) |
|
— |
|||
|
Amortization of debt discount and issuance costs |
|
212 |
|
— |
|
212 |
|
— |
|||
|
Unrealized gain (loss) on forward purchase contract |
|
2,435 |
|
— |
|
2,435 |
|
— |
|||
|
Total non-operating (income) expense |
|
58,054 |
|
25,343 |
|
97,503 |
|
47,614 |
|||
|
Income (loss) before income tax provision (benefit) |
|
(107,555) |
|
(25,374) |
|
(147,255) |
|
(47,676) |
|||
|
Income tax provision (benefit) |
|
(13,620) |
|
(6,783) |
|
(15,804) |
|
(11,584) |
|||
|
Net income (loss) |
$ |
(93,935) |
$ |
(18,591) |
$ |
(131,451) |
$ |
(36,092) |
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|
|
|
|
|
|
|
|
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|||
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Net income (loss) per share: |
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|
|
|
|
|
|
|
|||
|
Basic |
$ |
(0.66) |
$ |
(0.25) |
$ |
(1.20) |
$ |
(0.48) |
|||
|
Diluted |
$ |
(0.66) |
$ |
(0.25) |
$ |
(1.20) |
$ |
(0.48) |
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Weighted average shares: |
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|
|
|
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|||
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Basic |
|
142,223,836 |
|
75,506,552 |
|
109,111,853 |
|
75,555,700 |
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|
Diluted |
|
142,223,836 |
|
75,506,552 |
|
109,111,853 |
|
75,555,700 |
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Change Healthcare Inc. |
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Balance Sheets (unaudited and amounts in thousands, except share and per share amounts) |
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September 30, |
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March 31, |
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2019 |
|
2019 |
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Assets |
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||||||
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Current Assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
3,409 |
|
$ |
3,409 |
|
|
Prepaid expenses |
|
|
2,315 |
|
|
— |
|
|
Due from the Joint Venture |
|
|
1,345 |
|
|
373 |
|
|
Investment in Joint Venture tangible equity units, current |
|
|
15,154 |
|
|
— |
|
|
Income taxes receivable |
|
|
1,602 |
|
|
1,781 |
|
|
Total current assets |
|
|
23,825 |
|
|
5,563 |
|
|
Dividend receivable |
|
|
34,547 |
|
|
81,264 |
|
|
Investment in the Joint Venture |
|
|
1,826,887 |
|
|
1,211,996 |
|
|
Investment in Joint Venture tangible equity units |
|
|
259,237 |
|
|
— |
|
|
Total assets |
|
$ |
2,144,496 |
|
$ |
1,298,823 |
|
|
Liabilities and stockholders' equity |
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||||||
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Current liabilities: |
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|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
453 |
|
$ |
176 |
|
|
Due to the Joint Venture |
|
|
9,513 |
|
|
6,167 |
|
|
Current portion of long-term debt |
|
|
15,154 |
|
|
— |
|
|
Total current liabilities |
|
|
25,120 |
|
|
6,343 |
|
|
Long-term debt |
|
|
27,384 |
|
|
— |
|
|
Due to McKesson |
|
|
48,363 |
|
|
— |
|
|
Deferred income tax liabilities |
|
|
156,770 |
|
|
159,993 |
|
|
Other liabilities |
|
|
752 |
|
|
— |
|
|
Commitments and contingencies (see Note 4) |
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Stockholders' Equity: |
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|
Common Stock (par value, $.001), 9,000,000,000 and 252,800,000 shares authorized and 124,935,806 and 75,474,654 shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively |
|
|
124 |
|
|
75 |
|
|
Class X common stock (par value, $.001), 1 and 1 share authorized and no shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively |
|
|
— |
|
|
— |
|
|
Preferred stock (par value, $.001), 900,000,000 and 0 shares authorized and no shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively |
|
|
— |
|
|
— |
|
|
Additional paid-in capital |
|
|
2,006,494 |
|
|
1,153,509 |
|
|
Accumulated other comprehensive income (loss) |
|
|
(6,593) |
|
|
(3,256) |
|
|
Retained earnings (deficit) |
|
|
(113,918) |
|
|
(17,841) |
|
|
Total stockholders' equity |
|
|
1,886,107 |
|
|
1,132,487 |
|
|
Total liabilities and stockholders' equity |
|
$ |
2,144,496 |
|
$ |
1,298,823 |
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|
|
|
|
|
|
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Six Months Ended |
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|
September 30, |
|||
|
|
|
2019 |
|
|
2018 |
|
Cash flows from operating activities: |
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|
|
|
|
|
Net income (loss) |
$ |
(131,451) |
|
$ |
(36,092) |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
Loss from Equity Method Investment in the Joint Venture |
|
95,732 |
|
|
48,337 |
|
Deferred income tax expense (benefit) |
|
(15,806) |
|
|
(11,584) |
|
(Gain) Loss on Sale of Interests in the Joint Venture |
|
— |
|
|
(661) |
|
(Gain) loss on available for sale debt securities |
|
2,435 |
|
|
— |
|
Amortization of debt discount and issuance costs |
|
212 |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Prepaid expenses |
|
(2,315) |
|
|
— |
|
Due from the Joint Venture |
|
(972) |
|
|
(62) |
|
Income taxes receivable |
|
179 |
|
|
13,292 |
|
Accounts payable and accrued expenses |
|
277 |
|
|
64 |
|
Due to McKesson |
|
48,363 |
|
|
— |
|
Due to the Joint Venture |
|
3,346 |
|
|
(9,663) |
|
Net cash provided by (used in) operating activities |
|
— |
|
|
3,631 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
Proceeds from sale of interests in Joint Venture |
|
— |
|
|
4,782 |
|
Investment in debt and equity securities of the Joint Venture |
|
(278,875) |
|
|
— |
|
Proceeds from investment in debt and equity securities of the Joint Venture |
|
3,621 |
|
|
— |
|
Investment in the Joint Venture |
|
(609,818) |
|
|
— |
|
Net cash provided by (used in) investing activities |
|
(885,072) |
|
|
4,782 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from initial public offering, net of issuance costs |
|
608,679 |
|
|
— |
|
Proceeds from issuance of equity component of tangible equity units, net of issuance costs |
|
232,929 |
|
|
— |
|
Proceeds from issuance of debt component of tangible equity units |
|
47,367 |
|
|
— |
|
Payment of loan costs |
|
(1,421) |
|
|
— |
|
Repayment of senior amortizing notes |
|
(3,621) |
|
|
— |
|
Proceeds from exercise of equity awards |
|
1,139 |
|
|
— |
|
Payments to acquire common stock |
|
— |
|
|
(4,782) |
|
Net cash provided by (used in) financing activities |
|
885,072 |
|
|
(4,782) |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
— |
|
|
3,631 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
3,409 |
|
|
— |
|
Cash, cash equivalents and restricted cash at end of period |
$ |
3,409 |
|
$ |
3,631 |
|
|
|
|
|
|
|
|
Change Healthcare LLC |
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Consolidated Statements of Operations (unaudited and amounts in thousands, except unit and per unit amounts) |
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Three Months Ended |
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Six Months Ended |
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|
|
September 30, |
|
September 30, |
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|
|
2019 |
|
2018 |
|
2019 |
|
|
2018 |
|
|||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solutions revenue |
|
$ |
738,701 |
|
$ |
737,786 |
|
$ |
1,535,773 |
|
$ |
1,495,491 |
|
|
Postage revenue |
|
|
57,110 |
|
|
62,404 |
|
|
115,594 |
|
|
127,962 |
|
|
Total revenue |
|
|
795,811 |
|
|
800,190 |
|
|
1,651,367 |
|
|
1,623,453 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations (exclusive of depreciation and amortization below) |
|
|
331,234 |
|
|
327,563 |
|
|
658,181 |
|
|
664,993 |
|
|
Research and development |
|
|
51,783 |
|
|
51,243 |
|
|
101,122 |
|
106,567 |
|
|
|
Sales, marketing, general and administrative |
|
|
190,039 |
|
|
207,105 |
|
|
383,312 |
|
|
414,019 |
|
|
Customer postage |
|
|
57,110 |
|
|
62,404 |
|
|
115,594 |
|
|
127,962 |
|
|
Depreciation and amortization |
|
|
77,448 |
|
|
69,258 |
|
|
148,764 |
|
137,785 |
|
|
|
Accretion and changes in estimate with related parties, net |
|
|
3,214 |
|
|
5,932 |
|
|
7,094 |
|
|
9,756 |
|
|
Gain on Sale of the Extended Care Business |
|
|
— |
|
|
(111,392) |
|
|
— |
|
|
(111,392) |
|
|
Total operating expenses |
|
|
710,828 |
|
|
612,113 |
|
|
1,414,067 |
|
|
1,349,690 |
|
|
Operating income (loss) |
|
|
84,983 |
|
|
188,077 |
|
|
237,300 |
|
|
273,763 |
|
|
Non-operating (income) and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
69,901 |
|
|
80,677 |
|
153,307 |
159,226 |
|
|||
|
Loss on extinguishment of debt |
|
|
16,900 |
|
|
— |
|
16,900 |
— |
|
|||
|
Contingent consideration |
|
|
1,700 |
|
|
(72) |
|
909 |
200 |
|
|||
|
Other, net |
|
|
(4,386) |
|
|
(3,849) |
|
(8,164) |
(9,381) |
|
|||
|
Total non-operating (income) and expense |
|
|
84,115 |
|
|
76,756 |
|
|
162,952 |
|
|
150,045 |
|
|
Income (loss) before income tax provision (benefit) |
|
|
868 |
|
|
111,321 |
|
|
74,348 |
|
|
123,718 |
|
|
Income tax provision (benefit) |
|
|
998 |
|
|
(2,119) |
2,563 |
(2,228) |
- |
||||
|
Net income (loss) |
|
$ |
(130) |
|
$ |
113,440 |
|
$ |
71,785 |
|
$ |
125,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common unit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
- |
|
$ |
0.45 |
|
$ |
0.25 |
|
$ |
0.50 |
|
|
Diluted |
|
$ |
- |
|
$ |
0.45 |
|
$ |
0.25 |
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
318,219,028 |
|
|
251,501,744 |
|
|
285,107,046 |
|
|
251,550,892 |
|
|
Diluted |
|
|
323,970,033 |
|
|
253,333,940 |
|
|
288,809,850 |
|
|
253,390,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Common units of Change Healthcare LLC are equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson. |
|||||||||||||
|
Change Healthcare LLC |
||||||
|
Consolidated Balance Sheets (unaudited and amounts in thousands) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
March 31, |
||
|
|
|
2019 |
|
2019 |
||
|
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
72,992 |
|
$ |
47,718 |
|
Restricted cash |
|
|
— |
|
|
1,176 |
|
Accounts receivable, net of allowance for doubtful accounts |
|
|
675,306 |
|
|
759,502 |
|
Contract assets |
|
|
139,111 |
|
|
— |
|
Prepaid expenses and other current assets |
|
|
155,019 |
|
|
172,067 |
|
Assets held for sale (see Note 14) |
|
|
29,562 |
|
|
— |
|
Total current assets |
|
|
1,071,990 |
|
|
980,463 |
|
Property and equipment, net |
|
|
160,305 |
|
|
197,263 |
|
Goodwill |
|
|
3,295,381 |
|
|
3,284,266 |
|
Intangible assets, net |
|
|
1,261,290 |
|
|
1,320,161 |
|
Other noncurrent assets, net |
|
|
500,627 |
|
|
421,985 |
|
Total assets |
|
$ |
6,289,593 |
|
$ |
6,204,138 |
|
Liabilities and members' equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Drafts and accounts payable |
|
$ |
64,010 |
|
$ |
98,550 |
|
Accrued expenses |
|
|
315,419 |
|
|
316,179 |
|
Deferred revenues |
|
|
337,371 |
|
|
437,636 |
|
Due to related parties, net |
|
|
23,230 |
|
|
34,629 |
|
Current portion of long-term debt |
|
|
26,644 |
|
|
2,789 |
|
Total current liabilities |
|
|
766,674 |
|
|
889,783 |
|
Long-term debt, excluding current portion |
|
|
4,944,395 |
|
|
5,787,150 |
|
Deferred income tax liabilities |
|
|
110,016 |
|
|
106,099 |
|
Tax receivable agreement obligations to related parties |
|
|
199,876 |
|
|
212,698 |
|
Other long-term liabilities |
|
|
112,812 |
|
|
113,194 |
|
Commitments and contingencies (see Note 6) |
|
|
|
|
|
|
|
Members' equity (deficit) |
|
|
155,820 |
|
|
(904,786) |
|
Total liabilities and members' equity |
|
$ |
6,289,593 |
|
$ |
6,204,138 |
|
Change Healthcare LLC |
|||||||
|
Consolidated Statements of Cash Flows (unaudited and amounts in thousands) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
||||
|
|
|
September 30, |
|
||||
|
|
|
2019 |
|
2018 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
71,785 |
|
$ |
125,946 |
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
148,764 |
|
|
137,785 |
|
|
Amortization of capitalized software developed for sale |
|
|
6,698 |
|
|
7,378 |
|
|
Accretion and changes in estimate, net |
|
|
7,094 |
|
|
9,756 |
|
|
Equity compensation |
|
|
15,207 |
|
|
8,269 |
|
|
Deferred income tax expense (benefit) |
|
|
1,473 |
|
|
(3,013) |
|
|
Amortization of debt discount and issuance costs |
|
|
9,941 |
|
|
10,964 |
|
|
Contingent consideration |
|
|
909 |
|
|
200 |
|
|
Gain on Sale of the Extended Care Business |
|
|
— |
|
|
(111,392) |
|
|
Loss on extinguishment of debt |
|
|
16,900 |
|
|
— |
|
|
Other |
|
|
(111) |
|
|
538 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
54,240 |
|
|
6,730 |
|
|
Contract assets |
|
|
12,688 |
|
|
— |
|
|
Prepaid expenses and other |
|
|
(8,583) |
|
|
(16,373) |
|
|
Accounts payable |
|
|
(15,209) |
|
|
(32,035) |
|
|
Accrued expenses and other liabilities |
|
|
(16,311) |
|
|
142,707 |
|
|
Deferred revenue |
|
|
(69,471) |
|
|
(75,074) |
|
|
Due to related party, net |
|
|
(12,150) |
|
|
15,482 |
|
|
Net cash provided by (used in) operating activities |
|
|
223,864 |
|
|
227,868 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capitalized expenditures |
|
|
(129,847) |
|
|
(124,631) |
|
|
Proceeds from Sale of the Extended Care Business |
|
|
— |
|
|
160,244 |
|
|
Investments in businesses |
|
|
(18,946) |
|
|
— |
|
|
Net cash provided by (used in) investing activities |
|
|
(148,793) |
|
|
35,613 |
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Payments of third party IPO and loan costs |
|
|
(8,554) |
|
|
— |
|
|
Payments under tax receivable agreements with related parties |
|
|
(27,227) |
|
|
(25,096) |
|
|
Payments on Term Loan Facility |
|
|
(902,750) |
|
|
(76,500) |
|
|
Receipts (payments) on derivative instruments |
|
|
3,109 |
|
|
2,090 |
|
|
Payments of deferred financing obligations |
|
|
— |
|
|
(3,432) |
|
|
Capital contribution from Members from exercise of equity awards |
|
|
1,139 |
|
|
205 |
|
|
Repurchase of equity awards |
|
|
— |
|
|
(5,305) |
|
|
Proceeds from Change Healthcare Inc. initial public offering |
|
|
608,679 |
|
|
— |
|
|
Proceeds from debt issued to Change Healthcare Inc. |
|
|
47,367 |
|
|
— |
|
|
Proceeds from forward purchase contract with Change Healthcare Inc. |
|
|
232,929 |
|
|
— |
|
|
Advances to and refunds from Change Healthcare Inc. |
|
|
(2,590) |
|
|
2,636 |
|
|
Payment of debt issued to Change Healthcare Inc. |
|
|
(3,621) |
|
|
— |
|
|
Other |
|
|
247 |
|
|
598 |
|
|
Net cash provided by (used in) financing activities |
|
|
(51,272) |
|
|
(104,804) |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
299 |
|
|
(672) |
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
24,098 |
|
|
158,005 |
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
48,894 |
|
|
50,011 |
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
72,992 |
|
$ |
208,016 |
|
|
|
|
|
|
|
|
|
|
|
Change Healthcare LLC |
|||||||||||||||||||||||||||||
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
Six Months Ended September 30, |
|
|
|
|||||||||||||||||||
|
Unaudited and amounts in thousands |
|
|
2019 |
|
|
2018 |
|
|
|
2019 |
|
|
2018 |
|
|
|
|||||||||||||
|
|
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(130) |
|
$ |
4,386 |
|
$ |
4,256 |
|
$ |
113,440 |
|
|
$ |
71,785 |
|
$ |
(40,871) |
|
$ |
30,914 |
|
$ |
125,946 |
|
|
|
|
|
Net interest expense |
|
|
69,901 |
|
|
— |
|
|
69,901 |
|
|
80,677 |
|
|
|
153,307 |
|
|
— |
|
|
153,307 |
|
|
159,226 |
|
|
|
|
|
Income tax provision (benefit) |
|
|
998 |
|
|
(32) |
|
|
966 |
|
|
(2,119) |
|
|
|
2,563 |
|
|
(2,283) |
|
|
280 |
|
|
(2,228) |
|
|
|
|
|
Depreciation and amortization |
|
|
77,448 |
|
|
— |
|
|
77,448 |
|
|
69,258 |
|
|
|
148,764 |
|
|
— |
|
|
148,764 |
|
|
137,785 |
|
|
|
|
|
Amortization of capitalized software developed for sale |
|
|
3,249 |
|
|
— |
|
|
3,249 |
|
|
3,618 |
|
|
|
6,698 |
|
|
— |
|
|
6,698 |
|
|
7,378 |
|
|
|
|
|
EBITDA |
|
|
151,466 |
|
|
4,354 |
|
|
155,820 |
|
|
264,874 |
|
|
|
383,117 |
|
|
(43,154) |
|
|
339,963 |
|
|
428,107 |
|
|
|
|
|
Adjustments to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation |
|
|
9,345 |
|
|
— |
|
|
9,345 |
|
|
2,959 |
|
|
|
15,207 |
|
|
— |
|
|
15,207 |
|
|
8,259 |
|
|
|
|
|
Acquisition accounting adjustments |
|
|
553 |
|
|
— |
|
|
553 |
|
|
555 |
|
|
|
927 |
|
|
— |
|
|
927 |
|
|
2,540 |
|
|
|
|
|
Acquisition and divestiture-related costs |
|
|
414 |
|
|
— |
|
|
414 |
|
|
3,319 |
|
|
|
1,073 |
|
|
— |
|
|
1,073 |
|
|
7,507 |
|
|
|
|
|
Integration and related costs |
|
|
19,781 |
|
|
— |
|
|
19,781 |
|
|
26,291 |
|
|
|
45,507 |
|
|
— |
|
|
45,507 |
|
|
47,242 |
|
|
|
|
|
Strategic initiatives, duplicative and transition costs |
|
|
6,120 |
|
|
— |
|
|
6,120 |
|
|
8,348 |
|
|
|
9,688 |
|
|
— |
|
|
9,688 |
|
|
19,122 |
|
|
|
|
|
Severance costs |
|
|
2,929 |
|
|
— |
|
|
2,929 |
|
|
2,339 |
|
|
|
10,099 |
|
|
— |
|
|
10,099 |
|
|
10,015 |
|
|
|
|
|
Costs related to recently issued accounting standards |
|
|
— |
|
|
— |
|
|
— |
|
|
1,772 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
5,513 |
|
|
|
|
|
Accretion and changes in estimate with related parties, net |
|
|
3,214 |
|
|
— |
|
|
3,214 |
|
|
5,932 |
|
|
|
7,094 |
|
|
— |
|
|
7,094 |
|
|
9,756 |
|
|
|
|
|
Management fees and related costs |
|
|
2,413 |
|
|
— |
|
|
2,413 |
|
|
2,607 |
|
|
|
5,060 |
|
|
— |
|
|
5,060 |
|
|
5,284 |
|
|
|
|
|
Impairment of long-lived assets and other |
|
— |
— |
|
— |
2,343 |
|
(840) |
— |
(840) |
3,360 |
|
|||||||||||||||||
|
Gain on sale of extended care business |
|
|
— |
|
|
— |
|
|
— |
|
|
(111,392) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(111,392) |
|
|
|
|
|
Contingent consideration |
|
|
1,700 |
|
|
— |
|
|
1,700 |
|
|
— |
|
|
|
909 |
|
|
— |
|
|
909 |
|
|
272 |
|
|
|
|
|
Loss on extinguishment of debt |
|
|
16,900 |
|
|
— |
|
|
16,900 |
|
|
— |
|
|
|
16,900 |
|
|
— |
|
|
16,900 |
|
|
— |
|
|
|
|
|
Other non-routine, net |
|
|
2,858 |
|
|
— |
|
|
2,858 |
|
|
6,004 |
|
|
|
4,008 |
|
|
— |
|
|
4,008 |
|
|
8,156 |
|
|
|
|
|
EBITDA Adjustments |
|
|
66,227 |
|
|
— |
|
|
66,227 |
|
|
(48,923) |
|
|
|
115,632 |
|
|
— |
|
|
115,632 |
|
|
15,634 |
|
|
|
|
|
Adjusted EBITDA |
|
$ |
217,693 |
|
$ |
4,354 |
|
$ |
222,047 |
|
$ |
215,951 |
|
|
$ |
498,749 |
|
$ |
(43,154) |
|
$ |
455,595 |
|
$ |
443,741 |
|
|
|
|
|
Change Healthcare LLC |
|
||||||||||||||||||||||||||||||
|
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) |
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Three Months Ended September 30, |
|
|
Six Months Ended September 30, |
|||||||||||||||||||||||||
|
Unaudited and amounts in thousands |
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||||||||||||||||
|
|
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income (loss) |
|
$ |
(130) |
|
$ |
4,386 |
|
$ |
4,256 |
|
$ |
113,440 |
|
|
71,785 |
|
$ |
(40,871) |
|
$ |
30,914 |
|
$ |
125,946 |
|
||||||
|
Amortization expense resulting from acquisition method adjustments |
|
|
35,054 |
|
|
— |
|
|
35,054 |
|
|
36,765 |
|
|
69,702 |
|
|
— |
|
|
69,702 |
|
|
74,708 |
|
||||||
|
EBITDA Adjustments |
|
|
66,227 |
|
|
— |
|
|
66,227 |
|
|
(48,923) |
|
|
115,632 |
|
|
— |
|
|
115,566 |
|
|
— |
|
||||||
|
Tax effect of EBITDA Adjustments and amortization expense |
|
|
(14,527) |
|
|
— |
|
|
(14,527) |
|
|
(11,359) |
|
|
(28,991) |
|
|
— |
|
|
(28,991) |
|
|
(28,760) |
|
||||||
|
Adjusted Net Income |
|
$ |
86,624 |
|
$ |
4,386 |
|
$ |
91,010 |
|
$ |
89,923 |
|
|
228,128 |
|
$ |
(40,871) |
|
$ |
187,191 |
|
$ |
171,894 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Adjusted net income (loss) per diluted unit (1) |
|
$ |
0.27 |
|
$ |
0.01 |
|
$ |
0.28 |
|
$ |
0.35 |
|
|
0.79 |
|
$ |
(0.14) |
|
$ |
0.65 |
|
$ |
0.68 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
(1) Common units of Change Healthcare LLC are equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson. |
|||||||||||||||||||||||||||||||
|
Change Healthcare LLC |
||||||||||||||||||||||||
|
Segment Results |
||||||||||||||||||||||||
|
|
|
|
Three Months Ended September 30, |
|
|
Six Months Ended September 30, |
||||||||||||||||||
|
Unaudited and amounts in thousands |
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
||||||||||||
|
|
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
Segment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software and Analytics |
|
$ |
376,128 |
|
$ |
13,151 |
|
$ |
389,279 |
|
$ |
383,510 |
|
$ |
813,472 |
|
$ |
(28,476) |
|
$ |
784,996 |
|
$ |
779,912 |
|
Network Solutions |
|
|
144,276 |
|
|
— |
|
|
144,276 |
|
|
136,322 |
|
|
285,888 |
|
|
— |
|
|
285,888 |
|
|
272,925 |
|
Technology-enabled Services |
|
|
244,124 |
|
|
(3,206) |
|
|
240,918 |
|
|
243,343 |
|
|
488,114 |
|
|
(3,110) |
|
|
485,004 |
|
|
493,338 |
|
Corporate and Eliminations (1) |
|
|
31,283 |
|
|
— |
|
|
31,283 |
|
|
37,015 |
|
|
63,893 |
|
|
— |
|
|
63,893 |
|
|
77,278 |
|
Net revenue |
|
$ |
795,811 |
|
$ |
9,945 |
|
$ |
805,756 |
|
$ |
800,190 |
|
$ |
1,651,367 |
|
$ |
(31,586) |
|
$ |
1,619,781 |
|
$ |
1,623,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software and Analytics |
|
$ |
140,078 |
|
$ |
8,847 |
|
$ |
148,925 |
|
$ |
139,419 |
|
$ |
342,393 |
|
$ |
(37,137) |
|
$ |
305,256 |
|
$ |
282,056 |
|
Network Solutions |
|
|
86,500 |
|
|
(414) |
|
|
86,086 |
|
|
83,612 |
|
|
171,472 |
|
|
(932) |
|
|
170,540 |
|
|
165,849 |
|
Technology-enabled Services |
|
|
44,841 |
|
|
(3,757) |
|
|
41,084 |
|
|
39,181 |
|
|
89,992 |
|
|
(4,515) |
|
|
85,477 |
|
|
89,154 |
|
Corporate and Eliminations |
|
|
(53,726) |
|
|
(322) |
|
|
(54,048) |
|
|
(46,261) |
|
|
(105,108) |
|
|
(570) |
|
|
(105,744) |
|
|
(93,318) |
|
Total Adjusted EBITDA |
|
$ |
217,693 |
|
$ |
4,354 |
|
$ |
222,047 |
|
$ |
215,951 |
|
$ |
498,749 |
|
$ |
(43,154) |
|
$ |
455,529 |
|
$ |
443,741 |
|
(1) – Revenue for the Corporate and Eliminations segment includes postage revenue of $57,110 and $62,404 for the three months ended September 30, 2019 and 2018, respectively, and $115,594 and $127,962 for the six months ended September 30, 2019 and 2018, respectively. |
||||||||||||||||||||||||
|
Change Healthcare LLC |
|||||||||
|
Reconciliation of Cash Provided by (Used in) Operating Activities to Free Cash Flow and Adjusted Free Cash Flow |
|||||||||
|
|
|
|
|
|
Six Months Ended |
|
|||
|
Unaudited and amounts in thousands |
|
|
|
|
September 30, |
||||
|
|
|
|
|
|
2019 |
|
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating activities (1) |
|
|
|
$ |
223,864 |
|
$ |
227,868 |
|
|
Capital expenditures |
|
|
|
|
(129,847) |
|
|
(124,631) |
|
|
Free Cash Flow |
|
|
|
|
94,017 |
|
|
103,237 |
|
|
Adjustments to Free Cash Flow (2): |
|
|
|
|
|
|
|
|
|
|
Integration and related costs |
|
|
|
|
45,507 |
|
|
47,242 |
|
|
Strategic initiatives, duplicative and transition costs |
|
|
|
|
9,688 |
|
|
19,122 |
|
|
Severance costs |
|
|
|
|
10,099 |
|
|
10,015 |
|
|
Costs related to recently issued accounting standards |
|
|
|
|
— |
|
|
5,513 |
|
|
Integration capital expenditures |
|
|
|
|
14,546 |
|
|
47,983 |
|
|
Adjusted Free Cash Flow |
|
|
|
$ |
173,858 |
|
$ |
233,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes cash provided by pass-thru funds of $12.9 million and $156.1 million for the six months ended September 30, 2019 and 2018, respectively. |
|
||||||||
|
(2) All operating costs and integration capital expenditures in the table are presented on an as-incurred basis. |
|||||||||
|
Change Healthcare LLC |
|||||||||||||||||||||||||
|
Consolidated Statements of Operations (unaudited and amounts in thousands, except unit and per unit amounts) |
|||||||||||||||||||||||||
|
Reconciliation of the Impacts from the Adoption of the New Revenue Recognition Standard |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Six Months Ended September 30, |
||||||||||||||||||||
|
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
||||||||||||||
|
|
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
|
|
As |
|
|
Impacts |
|
|
Without |
|
|
As |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solutions revenue |
|
$ |
738,701 |
|
$ |
9,945 |
|
$ |
748,646 |
|
$ |
737,786 |
|
|
$ |
1,535,773 |
|
$ |
(31,586) |
|
$ |
1,504,187 |
|
$ |
1,495,491 |
|
Postage revenue |
|
|
57,110 |
|
|
— |
|
|
57,110 |
|
|
62,404 |
|
|
|
115,594 |
|
|
— |
|
|
115,594 |
|
|
127,962 |
|
Total revenue |
|
|
795,811 |
|
|
9,945 |
|
|
805,756 |
|
|
800,190 |
|
|
|
1,651,367 |
|
|
(31,586) |
|
|
1,619,781 |
|
|
1,623,453 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations (exclusive of depreciation and amortization below) |
|
|
331,234 |
|
|
996 |
|
|
332,230 |
|
|
327,563 |
|
|
|
658,181 |
|
|
1,804 |
|
|
659,985 |
|
|
664,993 |
|
Research and development |
|
|
51,783 |
|
|
— |
|
|
51,783 |
|
|
51,243 |
|
|
|
101,122 |
|
|
— |
|
|
101,122 |
|
|
106,567 |
|
Sales, marketing, general and administrative |
|
|
190,039 |
|
|
4,595 |
|
|
194,634 |
|
|
207,105 |
|
|
|
383,312 |
|
|
9,764 |
|
|
393,076 |
|
|
414,019 |
|
Customer postage |
|
|
57,110 |
|
|
— |
|
|
57,110 |
|
|
62,404 |
|
|
|
115,594 |
|
|
— |
|
|
115,594 |
|
|
127,962 |
|
Depreciation and amortization |
|
|
77,448 |
|
|
— |
|
|
77,448 |
|
|
69,258 |
|
|
|
148,764 |
|
|
— |
|
|
148,764 |
|
|
137,785 |
|
Accretion and changes in estimate with related parties, net |
|
|
3,214 |
|
|
— |
|
|
3,214 |
|
|
5,932 |
|
|
|
7,094 |
|
|
— |
|
|
7,094 |
|
|
9,756 |
|
Gain on Sale of the Extended Care Business |
|
|
— |
|
|
— |
|
|
— |
|
|
(111,392) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(111,392) |
|
Impairment of long-lived assets and related costs |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total operating expenses |
|
|
710,828 |
|
|
5,591 |
|
|
716,419 |
|
|
612,113 |
|
|
|
1,414,067 |
|
|
11,568 |
|
|
1,425,635 |
|
|
1,349,690 |
|
Operating income (loss) |
|
|
84,983 |
|
|
4,354 |
|
|
89,337 |
|
|
188,077 |
|
|
|
237,300 |
|
|
(43,154) |
|
|
194,146 |
|
|
273,763 |
|
Non-operating (income) and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
69,901 |
|
|
— |
|
|
69,901 |
|
|
80,677 |
|
|
|
153,307 |
|
|
— |
|
|
153,307 |
|
|
159,226 |
|
Loss on extinguishment of debt |
|
|
16,900 |
|
|
— |
|
|
16,900 |
|
|
— |
|
|
|
16,900 |
|
|
— |
|
|
16,900 |
|
|
— |
|
Contingent consideration |
|
|
1,700 |
|
|
— |
|
|
1,700 |
|
|
(72) |
|
|
|
909 |
|
|
— |
|
|
909 |
|
|
200 |
|
Other, net |
|
|
(4,386) |
|
|
— |
|
|
(4,386) |
|
|
(3,849) |
|
|
|
(8,164) |
|
|
— |
|
|
(8,164) |
|
|
(9,381) |
|
Total non-operating (income) and expense |
|
|
84,115 |
|
|
— |
|
|
84,115 |
|
|
76,756 |
|
|
|
162,952 |
|
|
— |
|
|
162,952 |
|
|
150,045 |
|
Income (loss) before income tax provision (benefit) |
|
|
868 |
|
|
4,354 |
|
|
5,222 |
|
|
111,321 |
|
|
|
74,348 |
|
|
(43,154) |
|
|
31,194 |
|
|
123,718 |
|
Income tax provision (benefit) |
|
|
998 |
|
|
(32) |
|
|
966 |
|
|
(2,119) |
|
|
|
2,563 |
|
|
(2,283) |
|
|
280 |
|
|
(2,228) |
|
Net income (loss) |
|
$ |
(130) |
|
$ |
4,386 |
|
$ |
4,256 |
|
$ |
113,440 |
|
|
$ |
71,785 |
|
$ |
(40,871) |
|
$ |
30,914 |
|
$ |
125,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common unit(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
- |
|
$ |
0.01 |
|
$ |
0.01 |
|
$ |
0.45 |
|
|
$ |
0.25 |
|
$ |
(0.14) |
|
$ |
0.11 |
|
$ |
0.50 |
|
Diluted |
|
$ |
- |
|
$ |
0.01 |
|
$ |
0.01 |
|
$ |
0.45 |
|
|
$ |
0.25 |
|
$ |
(0.14) |
|
$ |
0.11 |
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Common units of Change Healthcare LLC are equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson. |
|||||||||||||||||||||||||
|
Change Healthcare LLC |
||||||||||||
|
Consolidated Balance Sheets (unaudited and amounts in thousands) |
||||||||||||
|
Reconciliation of the Impacts from the Adoption of the New Revenue Recognition Standard |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019 |
|
|
March 31, 2019 |
||||||
|
|
|
|
As Reported |
|
|
Impacts |
|
|
Without |
|
|
As Reported |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
72,992 |
|
$ |
— |
|
$ |
72,992 |
|
$ |
47,718 |
|
Restricted cash |
|
|
— |
|
|
— |
|
|
— |
|
|
1,176 |
|
Accounts receivable, net of allowance for doubtful accounts |
|
|
675,306 |
|
|
15,814 |
|
|
691,120 |
|
|
759,502 |
|
Contract assets |
|
|
139,111 |
|
|
(139,111) |
|
|
— |
|
|
— |
|
Prepaid expenses and other current assets |
|
|
155,019 |
|
|
20,914 |
|
|
175,933 |
|
|
172,067 |
|
Assets held for sale |
|
|
29,562 |
|
|
— |
|
|
29,562 |
|
|
— |
|
Total current assets |
|
|
1,071,990 |
|
|
(102,383) |
|
|
969,607 |
|
|
980,463 |
|
Property and equipment, net |
|
|
160,305 |
|
|
— |
|
|
160,305 |
|
|
197,263 |
|
Goodwill |
|
|
3,295,381 |
|
|
— |
|
|
3,295,381 |
|
|
3,284,266 |
|
Intangible assets, net |
|
|
1,261,290 |
|
|
— |
|
|
1,261,290 |
|
|
1,320,161 |
|
Other noncurrent assets, net |
|
|
500,627 |
|
|
(40,520) |
|
|
460,107 |
|
|
421,985 |
|
Total assets |
|
$ |
6,289,593 |
|
$ |
(142,903) |
|
$ |
6,146,690 |
|
$ |
6,204,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and members' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Drafts and accounts payable |
|
$ |
64,010 |
|
$ |
— |
|
$ |
64,010 |
|
$ |
98,550 |
|
Accrued expenses |
|
|
315,419 |
|
|
— |
|
|
315,419 |
|
|
316,179 |
|
Deferred revenues |
|
|
337,371 |
|
|
57,881 |
|
|
395,252 |
|
|
437,636 |
|
Due to related parties, net |
|
|
23,230 |
|
|
— |
|
|
23,230 |
|
|
34,629 |
|
Current portion of long-term debt |
|
|
26,644 |
|
|
— |
|
|
26,644 |
|
|
2,789 |
|
Total current liabilities |
|
|
766,674 |
|
|
57,881 |
|
|
824,555 |
|
|
889,783 |
|
Long-term debt, excluding current portion |
|
|
4,944,395 |
|
|
— |
|
|
4,944,395 |
|
|
5,787,150 |
|
Deferred income tax liabilities |
|
|
110,016 |
|
|
— |
|
|
110,016 |
|
|
106,099 |
|
Tax receivable agreement obligations to related parties |
|
|
199,876 |
|
|
— |
|
|
199,876 |
|
|
212,698 |
|
Other long-term liabilities |
|
|
112,812 |
|
|
— |
|
|
112,812 |
|
|
113,194 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' equity (deficit) |
|
|
155,820 |
|
|
(200,784) |
|
|
(44,964) |
|
|
(904,786) |
|
Total liabilities and members' equity |
|
$ |
6,289,593 |
|
$ |
(142,903) |
|
$ |
6,146,690 |
|
$ |
6,204,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20191113005815/en/