Business Wire | Nov 4, 2020 04:05PM EST

Change Healthcare Inc. Reports Second Quarter Fiscal 2021 Financial Results

Nov. 04, 2020

NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 04, 2020--Change Healthcare Inc. (Nasdaq: CHNG) (the "Company" or "Change Healthcare"), a leading independent healthcare technology company, today reported financial results for the second quarter of fiscal year 2021 ended Sept. 30, 2020.

"Our second quarter results reflect continued improvement in both healthcare utilization in the U.S. and underlying momentum across our business. The strong support of our customers in expanding their business with us, as well as the penetration of new solutions with both existing and new customers, contributed to our strong results," said Neil de Crescenzo, president and chief executive officer. "The pandemic has underscored the need for greater efficiency, improved access and enhanced consumer experience across the healthcare continuum. Change Healthcare remains committed to continuing to deliver value to our customers and shareholders by leveraging the strength of our platform, which has the scale, data intelligence, connectivity, interoperability, and user experience capabilities to accelerate innovation and performance."

Fiscal 2021 Second Quarter Highlights:

Financial Summary

* Total revenue of $755.9 million, including solutions revenue of $705.9 million * Net loss of $42.6 million, resulting in net loss of $0.13 per diluted share * Adjusted net income of $103.5 million, resulting in adjusted net income of $0.32 per diluted share * Adjusted EBITDA of $231.8 million

Recent Business Highlights

* Announced a new consumer engagement and revenue cycle management solution for pharmacies that makes it easier for consumers to get COVID-19 testing in their local pharmacies. Pharmacies can now electronically bill for COVID-19 tests just as easily as they bill for prescriptions and flu shots. * Integrated our SmartPay(tm) Consumer Payment solution with Epic MyChart and encrypted device integration within Hyperspace, allowing providers to offer their patients a wide range of payment options--letting them easily pay their healthcare bills how and when they want, with Change Healthcare providing phone and mail-in payment channels to give providers a multi-channel payment solution. * Acquired Nucleus.io, a leader in the development of advanced, fully enabled, cloud-native imaging and workflow technology including its market-leading medical image exchange solution currently utilized by over 7,500 organizations across the United States. * Acquired Prometheus Analytics(r), the industry-standard for value-based care reimbursement models based on medical episodes of care. Prometheus is used by payer-provider collaborations nationwide, uniquely providing a proven and fair blueprint for value-based payments. * Announced innovative new Artificial Intelligence models, trained by expert physicians, which extract meaningful diagnostic information from text in EHRs. The first application of this technology is within our InterQual AutoReview(tm) solution, which automates medical necessity reviews using real-time data from EHRs.

Impact of McKesson Exit on Comparability of Results

On March 10, 2020, Change Healthcare Inc. acquired the interest in Change Healthcare LLC ("the Joint Venture") previously held by McKesson. The transaction resulted in Change Healthcare Inc. acquiring control of the Joint Venture, which was accounted for as a business combination and resulted in a new basis of accounting, and all of the business activities of the Joint Venture are now reported by the Company. Change Healthcare Inc. financial statements for periods prior to the acquisition were primarily limited to the equity method investment in the Joint Venture, and therefore did not reflect revenue, adjusted EBITDA, and other key measures. As a result, Change Healthcare does not consider comparison of the current operating results to the reported results of Change Healthcare Inc. for the same period in the prior year to be meaningful, and instead will compare our current quarter results to the prior quarter results of the Joint Venture, which have been recast to reflect the current segment structure, including the allocation of all corporate costs to the business units. This press release includes supplemental information for the recast results of the Joint Venture for the three and six months ended September 30, 2019. The recast results for all quarters in fiscal year 2019 and fiscal year 2020 are available in the appendix to the earnings presentation and will be included as an exhibit to Change Healthcare Inc.'s Form 10-Q.

Financial Results

* Solutions revenue was $705.9 million for the current period, inclusive of the impact of the fair value adjustment to deferred revenue resulting from the McKesson exit, which reduced revenue recognized in the quarter by $38.9 million. Total revenue, which includes postage revenue, was $755.9 million. For the second quarter of fiscal 2020, the Joint Venture reported $738.7 million of solutions revenue and $795.8 million of total revenue. Solutions revenue for the current period, including the $15.5 million net favorable impact of acquisitions and divestitures, was negatively impacted by the COVID-19 pandemic. Partially offsetting this impact were new sales volumes across all three segments. * Net loss was $42.6 million, resulting in net loss of $0.13 per diluted share. For the second quarter of fiscal 2020, the Joint Venture reported net loss of $0.1 million or $0.00 per diluted unit. Net loss for the current period was negatively impacted by the COVID-19 pandemic, partially offset by new sales volumes, productivity improvements and cost initiatives. * Adjusted net income was $103.5 million, resulting in adjusted net income of $0.32 per diluted share. For the second quarter of fiscal 2020, the Joint Venture reported adjusted net income of $86.6 million or $0.27 per diluted unit. Net loss per diluted share and adjusted net income per diluted share for the current period is based on 321 million shares compared to 324 million units in the prior year period. * Adjusted EBITDA was $231.8 million for the current period. For the second quarter of fiscal 2020, the Joint Venture reported adjusted EBITDA of $217.7 million. The results in the current quarter reflect approximately $15 million in lower SMG&A expenses primarily related to a one-time change in benefits policy, reduced healthcare benefits as a result of lower employee healthcare utilization, and timing related to deferred hiring as a result of COVID-19. The majority of these impacts are expected to normalize in the 3rd fiscal quarter.

Cash Flow and Balance Sheet Highlights

Net cash provided by operating activities was $296.6 million, free cash flow was $170.1 million, and adjusted free cash flow was $210.7 million, in each case, for the six months ended September 30, 2020. For the six months ended September 30, 2019, the Joint Venture reported net cash provided by operating activities, free cash flow, and adjusted free cash flow of $223.9 million, $94.0 million, and $173.9 million, respectively.

Net cash provided by operating activities, free cash flow, and adjusted free cash flow each is 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. Such pass-thru funds on hand decreased by $1.4 million in the six months ended September 30, 2020, reducing free cash flow for the period by that amount, and increased by $12.9 million for the Joint Venture for the six months ended September 30, 2019. The increase in cash flow from operations, free cash flow, and adjusted free cash flow in the current period primarily resulted from improved working capital driven by strong collections.

The Company ended the quarter with approximately $167.5 million of cash and cash equivalents, and approximately $5,014.2 million of total debt. During the current period, the Company repaid $50.0 million on its Term Loan Facility. Subsequent to the end of the quarter, the Company repaid an additional $75.0 million on its Term Loan Facility.

Third Quarter Fiscal Year 2021 Guidance

Due to uncertainty around the duration of the COVID-19 pandemic, the Company will only be providing quarterly guidance.

For the third quarter of fiscal year 2021, the Company expects solutions revenue to be in the range of $725 million to $745 million, which includes a reduction of $24 million in revenue resulting from an adjustment of deferred revenue to fair value with no impact on adjusted EBITDA, adjusted EBITDA to be in the range of $215 million to $235 million, and adjusted EPS to be in the range of $0.28 - $0.33 per share.

The third quarter fiscal year 2021 outlook reflects the Company's current expectation that the impact from the COVID-19 pandemic will continue to be gradually reduced throughout the remainder of the fiscal year as healthcare utilization trends improve and is also subject to risk factors such as those described in the Forward-Looking Statements below.

Supplemental Forward-Looking Expectations and Assumptions for Fiscal 2021

While the Company is not providing guidance for the full fiscal year 2021 due to the uncertainty of COVID-19, the Company has determined to provide the following supplemental expectations and assumptions that it has made regarding its fiscal year 2021 results to provide further transparency to investors into the Company's current beliefs regarding fiscal year 2021, all of which are subject to change:

* Expect free cash flow of $250 million to $300 million. * Capital expenditures of approximately 7.5% - 8.0% of solutions revenue excluding the impact of fair value adjustments and excluding integration related capital expenditures. * Integration related operating expense for the fiscal year of approximately $80 million and integration related capital expenditures of approximately $20 million. * Interest expense in the range of $245 million to $255 million. * Adjusted effective tax rate of approximately 25%. * Basic and fully diluted shares outstanding of 321 million.1

A reconciliation of the forward-looking third quarter fiscal year 2021 adjusted EBITDA outlook to net income, adjusted effective tax rate outlook for our effective tax rate outlook and free cash flow outlook to cash provided by (used in) operating activities 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 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").

_______________________________^1 Diluted shares outstanding includes the impact of the minimum issuableshares attributable to the TEUs and excludes the effect of potential sharesthat would be antidilutive to Diluted EPS, based on expected GAAP Net Income(Loss) for FY2021.

Conference Call and Webcast Information

Change Healthcare will host a conference call on Thursday, Nov. 5, 2020, 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: 6559165; 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 year 2022 earnings call, at the aforementioned URL. In addition, a digital audio playback will be available until 11:00 a.m. ET on Thursday, Nov. 12, 2020, by dialing 1-(855) 859-2056 or 1-(404) 537-3406 and referencing confirmation 6559165.

About Change Healthcare

Change Healthcare (Nasdaq: CHNG) is a leading independent healthcare technology company, focused on insights, innovation, and accelerating the transformation of the U.S. healthcare system through the power of the Change Healthcare Platform. We provide data and analytics-driven solutions to improve clinical, financial, administrative, and patient engagement outcomes in the U.S. healthcare system. 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 presentation 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, but not limited to, our third quarter fiscal year 2021 guidance, the supplemental information and assumptions regarding fiscal year 2021, the potential length and impact of COVID-19 and 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, but not limited to, the uncertainty around the length and severity of the COVID-19 pandemic; the ongoing impact of the COVID-19 pandemic on our operations and financial results, on our customers and on national, state and local economies; and new risks that may arise due to responses to the pandemic by the government, our customers and us, and other factors disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 in the section entitled "Risk Factors," as such factors may be updated from time to time in our periodic filings with the SEC, 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.

Consolidated Statements of Operations

Quarter to Date

(unaudited and amounts in thousands, except share and per share amounts)



Three Months Ended September 30,

2020 2019 2019

Change Healthcare Inc. Change Healthcare LLC

Revenue:

Solutions revenue $ 705,913 $ - $ 738,701

Postage revenue 50,023 - 57,110

Total revenue 755,936 - 795,811

Operating expenses:

Cost of operations(exclusive of 326,653 - 331,234 depreciation andamortization below)

Research and development 54,052 - 51,783

Sales, marketing, general 171,606 1,138 190,039 and administrative

Customer postage 50,023 - 57,110

Depreciation and 146,869 - 77,448 amortization

Accretion and changes inestimate with related 3,564 48,363 3,214 parties, net

Gain on sale of (176 ) - - businesses

Total operating expenses 752,591 49,501 710,828

Operating income (loss) 3,345 (49,501 ) 84,983

Non-operating (income) and expense

Interest expense, net 61,627 - 69,901

Contingent consideration (550 ) - 1,700

Loss on extinguishment of 1,489 - 16,900 debt

Loss from Equity MethodInvestment in the Joint - 56,179 - Venture

(Gain) loss on forward - 2,435 - purchase contract

Other, net (3,211 ) (560 ) (4,386 )

Total non-operating 59,355 58,054 84,115 (income) and expense

Income (loss) beforeincome tax provision (56,010 ) (107,555 ) 868 (benefit)

Income tax provision (13,388 ) (13,620 ) 998 (benefit)

Net income (loss) $ (42,622 ) $ (93,935 ) $ (130 )



Net income (loss) per common share:

Basic and Diluted $ (0.13 ) $ (0.66 ) $ -

Weighted average common shares outstanding:^ (1)

Basic and Diluted 320,638,116 142,223,836 318,219,028

(1)

Prior to the McKesson exit, common units of Change Healthcare LLC were equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.

Prior to the McKesson exit, common units of Change Healthcare LLC were^ equivalent to the number of outstanding common shares of Change Healthcare(1) Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.

Consolidated Statements of Operations

Year to Date

(unaudited and amounts in thousands, except share and per share amounts)

Six Months Ended September 30,

2020

2019

2019

Change Healthcare Inc.

Change Healthcare LLC

Revenue:

Solutions revenue

$

1,354,325

$

-

$

1,535,773

Postage revenue

95,795

-

115,594

Total revenue

1,450,120

-

1,651,367

Operating expenses:

Cost of operations (exclusive of depreciation and amortization below)

645,195

-

658,181

Research and development

109,787

-

101,122

Sales, marketing, general and administrative

337,080

1,389

383,312

Customer postage

95,795

-

115,594

Depreciation and amortization

285,409

-

148,764

Accretion and changes in estimate with related parties, net

9,459

48,363

7,094

Gain on sale of businesses

(28,270

)

-

-

Total operating expenses

1,454,455

49,752

1,414,067

Operating income (loss)

(4,335

)

(49,752

)

237,300

Non-operating (income) and expense

Interest expense, net

124,294

-

153,307

Contingent consideration

(3,000

)

-

909

Loss on extinguishment of debt

1,489

-

16,900

Loss from Equity Method Investment in the Joint Venture

-

95,732

-

(Gain) loss on forward purchase contract

-

2,435

-

Other, net

1,047

(664

)

(8,164

)

Total non-operating (income) and expense

123,830

97,503

162,952

Income (loss) before income tax provision (benefit)

(128,165

)

(147,255

)

74,348

Income tax provision (benefit)

(26,849

)

(15,804

)

2,563

Net income (loss)

$

(101,316

)

$

(131,451

)

$

71,785

Net income (loss) per common share:

Basic

$

(0.32

)

$

(1.20

)

$

0.25

Diluted

$

(0.32

)

$

(1.20

)

$

0.25

Weighted average common shares outstanding: (1)

Basic

320,347,128

109,111,853

285,107,046

Diluted

320,347,128

109,111,853

288,809,850

Consolidated Statements of Operations

Year to Date

(unaudited and amounts in thousands, except share and per share amounts)



Six Months Ended September 30,

2020 2019 2019

Change Healthcare Inc. Change Healthcare LLC

Revenue:

Solutions revenue $ 1,354,325 $ - $ 1,535,773

Postage revenue 95,795 - 115,594

Total revenue 1,450,120 - 1,651,367

Operating expenses:

Cost of operations(exclusive of 645,195 - 658,181 depreciation andamortization below)

Research and development 109,787 - 101,122

Sales, marketing, general 337,080 1,389 383,312 and administrative

Customer postage 95,795 - 115,594

Depreciation and 285,409 - 148,764 amortization

Accretion and changes inestimate with related 9,459 48,363 7,094 parties, net

Gain on sale of (28,270 ) - - businesses

Total operating expenses 1,454,455 49,752 1,414,067

Operating income (loss) (4,335 ) (49,752 ) 237,300

Non-operating (income) and expense

Interest expense, net 124,294 - 153,307

Contingent consideration (3,000 ) - 909

Loss on extinguishment of 1,489 - 16,900 debt

Loss from Equity MethodInvestment in the Joint - 95,732 - Venture

(Gain) loss on forward - 2,435 - purchase contract

Other, net 1,047 (664 ) (8,164 )

Total non-operating 123,830 97,503 162,952 (income) and expense

Income (loss) beforeincome tax provision (128,165 ) (147,255 ) 74,348 (benefit)

Income tax provision (26,849 ) (15,804 ) 2,563 (benefit)

Net income (loss) $ (101,316 ) $ (131,451 ) $ 71,785



Net income (loss) per common share:

Basic $ (0.32 ) $ (1.20 ) $ 0.25

Diluted $ (0.32 ) $ (1.20 ) $ 0.25

Weighted average common shares outstanding:^ (1)

Basic 320,347,128 109,111,853 285,107,046

Diluted 320,347,128 109,111,853 288,809,850

(1)

Prior to the McKesson exit, common units of Change Healthcare LLC were equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.

Prior to the McKesson exit, common units of Change Healthcare LLC were^ equivalent to the number of outstanding common shares of Change Healthcare(1) Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.

Consolidated Balance Sheets

(unaudited and amounts in thousands, except share and per share amounts)

September 30, 2020

March 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

167,477

$

410,405

Accounts receivable, net

626,991

740,105

Contract assets, net

135,388

132,704

Prepaid expenses and other current assets

125,996

117,967

Total current assets

1,055,852

1,401,181

Property and equipment, net

193,904

206,196

Operating lease right-of-use assets, net

106,790

-

Goodwill

4,126,481

3,795,325

Intangible assets, net

4,418,079

4,365,806

Investment in business purchase option

-

146,500

Other noncurrent assets, net

309,107

192,372

Total assets

$

10,210,213

$

10,107,380

Liabilities

Current liabilities:

Accounts payable

$

47,351

$

68,169

Accrued expenses

452,974

390,294

Deferred revenue

319,115

302,313

Due to related parties, net

11,606

20,234

Current portion of long-term debt

30,488

278,779

Current portion of operating lease liabilities

32,060

-

Total current liabilities

893,594

1,059,789

Long-term debt, excluding current portion

4,983,737

4,710,294

Long-term operating lease liabilities

88,239

-

Deferred income tax liabilities

627,919

615,904

Tax receivable agreement obligations to related parties

98,658

177,826

Tax receivable agreement obligations

232,009

164,633

Other long-term liabilities

76,807

93,487

Total liabilities

7,000,963

6,821,933

Commitments and contingencies

Stockholders' Equity

Common Stock (par value, $.001), 9,000,000,000 and 9,000,000,000 shares authorized and 304,426,569 and 303,428,142 shares issued and outstanding at September 30, 2020 and March 31, 2020, respectively

304

303

Preferred stock (par value, $.001), 900,000,000 and 900,000,000 shares authorized and no shares issued and outstanding at September 30, 2020 and March 31, 2020, respectively

-

-

Additional paid-in capital

4,242,721

4,222,580

Accumulated other comprehensive income (loss)

(1,978

)

(7,372

)

Accumulated deficit

(1,031,797

)

(930,064

)

Total stockholders' equity

3,209,250

3,285,447

Total liabilities and stockholders' equity

$

10,210,213

$

10,107,380

Consolidated Balance Sheets

(unaudited and amounts in thousands, except share and per share amounts)



September 30, March 31, 2020 2020

Assets

Current assets:

Cash and cash equivalents $ 167,477 $ 410,405

Accounts receivable, net 626,991 740,105

Contract assets, net 135,388 132,704

Prepaid expenses and other current assets 125,996 117,967

Total current assets 1,055,852 1,401,181

Property and equipment, net 193,904 206,196

Operating lease right-of-use assets, net 106,790 -

Goodwill 4,126,481 3,795,325

Intangible assets, net 4,418,079 4,365,806

Investment in business purchase option - 146,500

Other noncurrent assets, net 309,107 192,372

Total assets $ 10,210,213 $ 10,107,380

Liabilities

Current liabilities:

Accounts payable $ 47,351 $ 68,169

Accrued expenses 452,974 390,294

Deferred revenue 319,115 302,313

Due to related parties, net 11,606 20,234

Current portion of long-term debt 30,488 278,779

Current portion of operating lease 32,060 - liabilities

Total current liabilities 893,594 1,059,789

Long-term debt, excluding current portion 4,983,737 4,710,294

Long-term operating lease liabilities 88,239 -

Deferred income tax liabilities 627,919 615,904

Tax receivable agreement obligations to 98,658 177,826 related parties

Tax receivable agreement obligations 232,009 164,633

Other long-term liabilities 76,807 93,487

Total liabilities 7,000,963 6,821,933

Commitments and contingencies

Stockholders' Equity

Common Stock (par value, $.001),9,000,000,000 and 9,000,000,000 sharesauthorized and 304,426,569 and 303,428,142 304 303 shares issued and outstanding at September30, 2020 and March 31, 2020, respectively

Preferred stock (par value, $.001),900,000,000 and 900,000,000 shares authorizedand no shares issued and outstanding at - - September 30, 2020 and March 31, 2020,respectively

Additional paid-in capital 4,242,721 4,222,580

Accumulated other comprehensive income (loss) (1,978 ) (7,372 )

Accumulated deficit (1,031,797 ) (930,064 )

Total stockholders' equity 3,209,250 3,285,447

Total liabilities and stockholders' equity $ 10,210,213 $ 10,107,380

Consolidated Statements of Cash Flows

(unaudited and amounts in thousands)

Six Months Ended September 30,

2020

2019

2019

Change Healthcare Inc.

Change Healthcare LLC

Cash flows from operating activities:

Net income (loss)

$

(101,316

)

$

(131,451

)

$

71,785

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

-

Depreciation and amortization

285,409

-

148,764

Amortization of capitalized software developed for sale

89

-

6,698

Accretion and changes in estimate, net

11,188

-

7,094

Equity compensation

23,914

-

15,207

Deferred income tax expense (benefit)

(28,590

)

(15,806

)

1,473

Amortization of debt discount and issuance costs

16,551

212

9,941

Contingent consideration

(3,000

)

-

909

Gain on sale of businesses

(28,270

)

-

-

Loss on extinguishment of debt

1,489

-

16,900

(Gain) loss on forward purchase contract

-

2,435

-

Non-cash lease expense

14,629

-

-

Other, net

7,530

-

(111

)

Changes in operating assets and liabilities:

Accounts receivable, net

114,052

-

54,240

Contract assets, net

(3,786

)

-

12,688

Prepaid expenses and other assets

(48,382

)

(2,136

)

(8,583

)

Accounts payable

(28,666

)

-

(15,209

)

Accrued expenses and other liabilities

27,687

48,640

(16,311

)

Deferred revenue

36,029

-

(69,471

)

Due to the Joint Venture, net

-

2,374

-

Due to related party, net

-

-

(12,150

)

Net cash provided by (used in) operating activities

296,557

-

223,864

Cash flows from investing activities:

Capitalized expenditures

(126,432

)

-

(129,847

)

Acquisitions, net of cash acquired

(439,483

)

-

-

Proceeds from sale of businesses

54,369

-

-

Investments in businesses

-

-

(18,946

)

Investment in the Joint Venture

-

(609,818

)

-

Investment in debt and equity securities of the Joint Venture

-

(278,875

)

-

Other, net

1,100

3,621

-

Net cash provided by (used in) investing activities

(510,446

)

(885,072

)

(148,793

)

Cash flows from financing activities:

Payments on Revolving Facility

(250,000

)

-

-

Payments on Term Loan Facility

(50,000

)

-

(902,750

)

Proceeds from issuance of Senior Notes

325,000

-

-

Payments under tax receivable agreements with related parties

(20,691

)

-

(27,227

)

Receipts (payments) on derivative instruments

(14,810

)

-

3,109

Employee tax withholding on vesting of equity compensation awards

(3,131

)

-

-

Payments on deferred financing obligations

(6,547

)

-

-

Payment of senior amortizing notes

(7,680

)

(3,621

)

-

Payment of debt issued to Change Healthcare Inc.

-

-

(3,621

)

Proceeds from exercise of equity awards

2,584

1,139

-

Capital contribution from Members from exercise of equity compensation awards

-

-

1,139

Proceeds from initial public offering, net of issuance costs

-

608,679

-

Proceeds from Change Healthcare Inc. initial public offering

-

-

608,679

Proceeds from issuance of debt component of tangible equity units

-

47,367

-

Proceeds from debt issued to Change Healthcare Inc.

-

-

47,367

Proceeds from issuance of equity component of tangible equity units, net of issuance costs

-

232,929

-

Proceeds from forward purchase contract with Change Healthcare Inc.

-

-

232,929

Other, net

(6,454

)

(1,421

)

(10,897

)

Net cash provided by (used in) financing activities

(31,729

)

885,072

(51,272

)

Effect of exchange rate changes on cash and cash equivalents

2,690

-

299

Net increase (decrease) in cash and cash equivalents

(242,928

)

-

24,098

Cash and cash equivalents at beginning of period

410,405

3,409

48,894

Cash and cash equivalents at end of period

$

167,477

$

3,409

$

72,992

Consolidated Statements of Cash Flows

(unaudited and amounts in thousands)



Six Months Ended September 30,

2020 2019 2019

Change Change Healthcare Inc. Healthcare LLC

Cash flows from operating activities:

Net income (loss) $ (101,316 ) $ (131,451 ) $ 71,785

Adjustments to reconcile netincome (loss) to net cash provided by (used in) operating activities:

Loss from Equity Method Investment - 95,732 - in the Joint Venture

Depreciation and amortization 285,409 - 148,764

Amortization of capitalized 89 - 6,698 software developed for sale

Accretion and changes in estimate, 11,188 - 7,094 net

Equity compensation 23,914 - 15,207

Deferred income tax expense (28,590 ) (15,806 ) 1,473 (benefit)

Amortization of debt discount and 16,551 212 9,941 issuance costs

Contingent consideration (3,000 ) - 909

Gain on sale of businesses (28,270 ) - -

Loss on extinguishment of debt 1,489 - 16,900

(Gain) loss on forward purchase - 2,435 - contract

Non-cash lease expense 14,629 - -

Other, net 7,530 - (111 )

Changes in operating assets and liabilities:

Accounts receivable, net 114,052 - 54,240

Contract assets, net (3,786 ) - 12,688

Prepaid expenses and other assets (48,382 ) (2,136 ) (8,583 )

Accounts payable (28,666 ) - (15,209 )

Accrued expenses and other 27,687 48,640 (16,311 )liabilities

Deferred revenue 36,029 - (69,471 )

Due to the Joint Venture, net - 2,374 -

Due to related party, net - - (12,150 )

Net cash provided by (used in) 296,557 - 223,864 operating activities

Cash flows from investing activities:

Capitalized expenditures (126,432 ) - (129,847 )

Acquisitions, net of cash acquired (439,483 ) - -

Proceeds from sale of businesses 54,369 - -

Investments in businesses - - (18,946 )

Investment in the Joint Venture - (609,818 ) -

Investment in debt and equity - (278,875 ) - securities of the Joint Venture

Other, net 1,100 3,621 -

Net cash provided by (used in) (510,446 ) (885,072 ) (148,793 )investing activities

Cash flows from financing activities:

Payments on Revolving Facility (250,000 ) - -

Payments on Term Loan Facility (50,000 ) - (902,750 )

Proceeds from issuance of Senior 325,000 - - Notes

Payments under tax receivable (20,691 ) - (27,227 )agreements with related parties

Receipts (payments) on derivative (14,810 ) - 3,109 instruments

Employee tax withholding onvesting of equity compensation (3,131 ) - - awards

Payments on deferred financing (6,547 ) - - obligations

Payment of senior amortizing notes (7,680 ) (3,621 ) -

Payment of debt issued to Change - - (3,621 )Healthcare Inc.

Proceeds from exercise of equity 2,584 1,139 - awards

Capital contribution from Membersfrom exercise of equity - - 1,139 compensation awards

Proceeds from initial public - 608,679 - offering, net of issuance costs

Proceeds from Change Healthcare - - 608,679 Inc. initial public offering

Proceeds from issuance of debt - 47,367 - component of tangible equity units

Proceeds from debt issued to - - 47,367 Change Healthcare Inc.

Proceeds from issuance of equitycomponent of tangible equity - 232,929 - units, net of issuance costs

Proceeds from forward purchasecontract with Change Healthcare - - 232,929 Inc.

Other, net (6,454 ) (1,421 ) (10,897 )

Net cash provided by (used in) (31,729 ) 885,072 (51,272 )financing activities

Effect of exchange rate changes on 2,690 - 299 cash and cash equivalents

Net increase (decrease) in cash (242,928 ) - 24,098 and cash equivalents

Cash and cash equivalents at 410,405 3,409 48,894 beginning of period

Cash and cash equivalents at end $ 167,477 $ 3,409 $ 72,992 of period

Reconciliation of Net Income (Loss) to Adjusted EBITDA

Quarter to Date

(unaudited and amounts in thousands)

Three Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC

Net income (loss)

$

(42,622

)

$

(93,935

)

$

(130

)

Income tax provision (benefit)

(13,388

)

(13,620

)

998

Income (loss) before income tax provision (benefit)

(56,010

)

(107,555

)

868

Amortization of capitalized software developed for sale

12

3,249

Depreciation and amortization

146,869

77,448

Interest expense, net

61,627

69,901

Equity compensation

14,331

9,345

Acquisition accounting adjustments

34,686

553

Acquisition and divestiture-related costs

2,337

414

Integration and related costs

7,536

19,781

Strategic initiatives, duplicative and transition costs

3,765

6,120

Severance costs

3,172

2,929

Accretion and changes in estimate, net

5,293

3,214

Management fees and related costs

-

2,413

Impairment of long-lived assetsand other

7,447

-

Gain on sale of business

(176

)

-

Contingent consideration

(550

)

1,700

Loss on extinguishment of debt

1,489

16,900

Other non-routine, net

13

2,858

Adjusted EBITDA

$

231,841

$

217,693

Reconciliation of Net Income (Loss) to Adjusted EBITDA

Quarter to Date

(unaudited and amounts in thousands)



Three Months Ended September 30,

2020 2019 2019

Change Healthcare Inc.^ Change (1) Healthcare LLC

Net income (loss) $ (42,622 ) $ (93,935 ) $ (130 )

Income tax provision (benefit) (13,388 ) (13,620 ) 998

Income (loss) before income tax (56,010 ) (107,555 ) 868 provision (benefit)

Amortization of capitalized software 12 3,249 developed for sale

Depreciation and amortization 146,869 77,448

Interest expense, net 61,627 69,901

Equity compensation 14,331 9,345

Acquisition accounting adjustments 34,686 553

Acquisition and divestiture-related 2,337 414 costs

Integration and related costs 7,536 19,781

Strategic initiatives, duplicative 3,765 6,120 and transition costs

Severance costs 3,172 2,929

Accretion and changes in estimate, 5,293 3,214 net

Management fees and related costs - 2,413

Impairment of long-lived assets^ and 7,447 - other

Gain on sale of business (176 ) -

Contingent consideration (550 ) 1,700

Loss on extinguishment of debt 1,489 16,900

Other non-routine, net 13 2,858

Adjusted EBITDA $ 231,841 $ 217,693

(1)

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted EBITDA as a key performance metric, therefore we have not presented a reconciliation to adjusted EBITDA for the three months ended September 30, 2019.

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted^ EBITDA as a key performance metric, therefore we have not presented a(1) reconciliation to adjusted EBITDA for the three months ended September 30, 2019.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

Year to Date

(unaudited and amounts in thousands)

Six Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC

Net income (loss)

$

(101,316

)

$

(131,451

)

$

71,785

Income tax provision (benefit)

(26,849

)

(15,804

)

2,563

Income (loss) before income tax provision (benefit)

(128,165

)

$

(147,255

)

74,348

Amortization of capitalized software developed for sale

89

6,698

Depreciation and amortization

285,409

148,764

Interest expense, net

124,294

153,307

Equity compensation

23,914

15,207

Acquisition accounting adjustments

83,225

927

Acquisition and divestiture-related costs

7,458

1,073

Integration and related costs

17,894

45,507

Strategic initiatives, duplicative and transition costs

8,845

9,688

Severance costs

7,876

10,099

Accretion and changes in estimate, net

11,188

7,094

Management fees and related costs

-

5,060

Impairment of long-lived assetsand other

13,760

(840

)

Gain on sale of business

(28,270

)

-

Contingent consideration

(3,000

)

909

Loss on extinguishment of debt

1,489

16,900

Other non-routine, net

2,690

4,008

Adjusted EBITDA

$

428,696

$

498,749

Reconciliation of Net Income (Loss) to Adjusted EBITDA

Year to Date

(unaudited and amounts in thousands)



Six Months Ended September 30,

2020 2019 2019

Change Change Healthcare Inc.^ (1) Healthcare LLC

Net income (loss) $ (101,316 ) $ (131,451 ) $ 71,785

Income tax provision (benefit) (26,849 ) (15,804 ) 2,563

Income (loss) before income tax (128,165 ) $ (147,255 ) 74,348 provision (benefit)

Amortization of capitalized software 89 6,698 developed for sale

Depreciation and amortization 285,409 148,764

Interest expense, net 124,294 153,307

Equity compensation 23,914 15,207

Acquisition accounting adjustments 83,225 927

Acquisition and divestiture-related 7,458 1,073 costs

Integration and related costs 17,894 45,507

Strategic initiatives, duplicative and 8,845 9,688 transition costs

Severance costs 7,876 10,099

Accretion and changes in estimate, net 11,188 7,094

Management fees and related costs - 5,060

Impairment of long-lived assets^ and 13,760 (840 )other

Gain on sale of business (28,270 ) -

Contingent consideration (3,000 ) 909

Loss on extinguishment of debt 1,489 16,900

Other non-routine, net 2,690 4,008

Adjusted EBITDA $ 428,696 $ 498,749

(1)

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted EBITDA as a key performance metric, therefore we have not presented a reconciliation to adjusted EBITDA for the six months ended September 30, 2019.

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted^ EBITDA as a key performance metric, therefore we have not presented a(1) reconciliation to adjusted EBITDA for the six months ended September 30, 2019.

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)

(unaudited and amounts in thousands, except share and per share amounts)

Three Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC

Net income (loss)

$

(42,622

)

$

(93,935

)

$

(130

)

Amortization expense resulting from acquisition method adjustments

115,873

35,054

EBITDA adjustments

79,343

66,227

Tax effect of EBITDA adjustments and amortization expense

(49,107

)

(14,527

)

Adjusted net income (loss)

$

103,487

$

86,624

Adjusted net income (loss) per diluted share (2)

$

0.32

$

0.27

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)

(unaudited and amounts in thousands, except share and per share amounts)



Three Months Ended September 30,

2020 2019 2019

Change Healthcare Inc. ^ Change (1) Healthcare LLC

Net income (loss) $ (42,622 ) $ (93,935 ) $ (130 )

Amortization expense resulting from 115,873 35,054 acquisition method adjustments

EBITDA adjustments 79,343 66,227

Tax effect of EBITDA adjustments and (49,107 ) (14,527 )amortization expense

Adjusted net income (loss) $ 103,487 $ 86,624



Adjusted net income (loss) per $ 0.32 $ 0.27 diluted share ^(2)

Six Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC

Net income (loss)

$

(101,316

)

$

(131,451

)

$

71,785

Amortization expense resulting from acquisition method adjustments

228,898

69,702

EBITDA adjustments

147,069

115,632

Tax effect of EBITDA adjustments and amortization expense

(89,966

)

(28,991

)

Adjusted net income (loss)

$

184,685

$

228,128

Adjusted net income (loss) per diluted share (2)

$

0.58

$

0.79



Six Months Ended September 30,

2020 2019 2019

Change Change Healthcare Inc. ^(1) Healthcare LLC

Net income (loss) $ (101,316 ) $ (131,451 ) $ 71,785

Amortization expense resulting from 228,898 69,702 acquisition method adjustments

EBITDA adjustments 147,069 115,632

Tax effect of EBITDA adjustments (89,966 ) (28,991 )and amortization expense

Adjusted net income (loss) $ 184,685 $ 228,128



Adjusted net income (loss) per $ 0.58 $ 0.79 diluted share ^(2)

(1)

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted net income (loss) as a key performance metric, therefore we have not presented a reconciliation to adjusted net income (loss) for the three and six months ended September 30, 2019.

(2)

Prior to the McKesson exit, Common units of Change Healthcare LLC were equivalent to the number of outstanding common shares of Change Healthcare Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted^ net income (loss) as a key performance metric, therefore we have not(1) presented a reconciliation to adjusted net income (loss) for the three and six months ended September 30, 2019.

Prior to the McKesson exit, Common units of Change Healthcare LLC were^ equivalent to the number of outstanding common shares of Change Healthcare(2) Inc. and membership interests of Change Healthcare LLC held by subsidiaries of McKesson.

Segment Results

(unaudited and amounts in thousands)

Three Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC (2)

Segment revenue

Software and Analytics

$

354,860

N/A

$

372,990

Network Solutions

184,095

N/A

144,276

Technology-Enabled Services

231,817

N/A

247,341

Postage and Eliminations (3)

24,073

N/A

31,204

Purchase Accounting Adjustment (4)

(38,909

)

N/A

-

Net revenue

$

755,936

N/A

$

795,811

Segment adjusted EBITDA

Software and Analytics

$

117,393

N/A

$

110,993

Network Solutions

94,508

N/A

79,526

Technology-Enabled Services

19,940

N/A

27,174

Postage and Eliminations

-

N/A

-

Total adjusted EBITDA

$

231,841

N/A

$

217,693

Segment Results

(unaudited and amounts in thousands)



Three Months Ended September 30,

2020 2019 2019

Change Healthcare Inc. Change ^(1) Healthcare LLC ^ (2)

Segment revenue

Software and Analytics $ 354,860 N/A $ 372,990

Network Solutions 184,095 N/A 144,276

Technology-Enabled Services 231,817 N/A 247,341

Postage and Eliminations ^(3) 24,073 N/A 31,204

Purchase Accounting Adjustment ^ (38,909 ) N/A - (4)

Net revenue $ 755,936 N/A $ 795,811



Segment adjusted EBITDA

Software and Analytics $ 117,393 N/A $ 110,993

Network Solutions 94,508 N/A 79,526

Technology-Enabled Services 19,940 N/A 27,174

Postage and Eliminations - N/A -

Total adjusted EBITDA $ 231,841 N/A $ 217,693

Six Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC (2)

Segment revenue

Software and Analytics

$

746,449

N/A

$

806,811

Network Solutions

326,921

N/A

285,888

Technology-Enabled Services

419,523

N/A

494,854

Postage and Eliminations (3)

51,136

N/A

63,814

Purchase Accounting Adjustment (4)

(93,909

)

N/A

-

Net revenue

$

1,450,120

N/A

$

1,651,367

Segment adjusted EBITDA

Software and Analytics

$

261,325

N/A

$

287,494

Network Solutions

165,011

N/A

158,748

Technology-Enabled Services

2,360

N/A

52,507

Postage and Eliminations

-

N/A

-

Total adjusted EBITDA

$

428,696

N/A

$

498,749



Six Months Ended September 30,

2020 2019 2019

Change Healthcare Inc. ^ Change (1) Healthcare LLC ^ (2)

Segment revenue

Software and Analytics $ 746,449 N/A $ 806,811

Network Solutions 326,921 N/A 285,888

Technology-Enabled Services 419,523 N/A 494,854

Postage and Eliminations ^(3) 51,136 N/A 63,814

Purchase Accounting Adjustment ^ (93,909 ) N/A - (4)

Net revenue $ 1,450,120 N/A $ 1,651,367



Segment adjusted EBITDA

Software and Analytics $ 261,325 N/A $ 287,494

Network Solutions 165,011 N/A 158,748

Technology-Enabled Services 2,360 N/A 52,507

Postage and Eliminations - N/A -

Total adjusted EBITDA $ 428,696 N/A $ 498,749

(1)

Prior to the McKesson exit, Change Healthcare Inc. did not have revenues from customers and did not utilize adjusted EBITDA as a key performance metric.

(2)

The prior year results of Change Healthcare LLC have been retrospectively adjusted to be consistent with the Company's current segment structure and cost allocation methodology.

(3)

Revenue for Postage and Eliminations includes postage revenue of $50.0 million for Change Healthcare Inc. for the three months ended September 30, 2020 and $57.1 million for Change Healthcare LLC for the three months ended September 30, 2019. Revenue for Postage and Eliminations includes postage revenue of $95.8 million for Change Healthcare Inc. for the six months ended September 30, 2020 and $115.6 million for Change Healthcare LLC for the six months ended September 30, 2019.

(4)

Amount reflects the impact to deferred revenue resulting from the McKesson exit which reduced revenue recognized during the three and six months ended September 30, 2020.

^ Prior to the McKesson exit, Change Healthcare Inc. did not have revenues(1) from customers and did not utilize adjusted EBITDA as a key performance metric.

^ The prior year results of Change Healthcare LLC have been retrospectively(2) adjusted to be consistent with the Company's current segment structure and cost allocation methodology.

Revenue for Postage and Eliminations includes postage revenue of $50.0 million for Change Healthcare Inc. for the three months ended September 30,^ 2020 and $57.1 million for Change Healthcare LLC for the three months ended(3) September 30, 2019. Revenue for Postage and Eliminations includes postage revenue of $95.8 million for Change Healthcare Inc. for the six months ended September 30, 2020 and $115.6 million for Change Healthcare LLC for the six months ended September 30, 2019.

^ Amount reflects the impact to deferred revenue resulting from the McKesson(4) exit which reduced revenue recognized during the three and six months ended September 30, 2020.

Reconciliation of Cash Provided by (Used in) Operating Activities to Free Cash Flow and Adjusted Free Cash Flow

(unaudited and amounts in thousands)

Six Months Ended September 30,

2020

2019

2019

Change Healthcare Inc. (1)

Change Healthcare LLC

Cash provided by (used in) operating activities (2)

$

296,557

$

-

$

223,864

Capital expenditures

(126,432

)

-

(129,847

)

Free cash flow

170,125

-

94,017

Adjustments to free cash flow (3):

Integration and related costs

17,894

45,507

Strategic initiatives, duplicative and transition costs

8,845

9,688

Severance costs

7,876

10,099

Integration and strategic capital expenditures

5,938

14,546

Adjusted free cash flow

$

210,678

$

173,858

Reconciliation of Cash Provided by (Used in) Operating Activities to Free CashFlow and Adjusted Free Cash Flow

(unaudited and amounts in thousands)



Six Months Ended September 30,

2020 2019 2019

Change Healthcare Change Inc. ^(1) Healthcare LLC

Cash provided by (used in) operating $ 296,557 $ - $ 223,864 activities ^(2)

Capital expenditures (126,432 ) - (129,847 )

Free cash flow 170,125 - 94,017

Adjustments to free cash flow ^(3):

Integration and related costs 17,894 45,507

Strategic initiatives, duplicative and 8,845 9,688 transition costs

Severance costs 7,876 10,099

Integration and strategic capital 5,938 14,546 expenditures

Adjusted free cash flow $ 210,678 $ 173,858

(1)

Prior to the McKesson exit, Change Healthcare Inc. did not utilize adjusted free cash flow as a key performance metric, therefore we have not presented a reconciliation to adjusted free cash flow for the six months ended September 30, 2019.

(2)

Includes cash used in pass-thru funds of $1.4 million for Change Healthcare Inc. for the six months ended September 30, 2020 and cash provided by pass-thru funds of $12.9 million for Change Healthcare LLC for the six months ended September 30, 2019.

(3)

All operating costs and integration and strategic capital expenditures are presented on an as-incurred basis.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201104005552/en/

CONTACT: Evan Smith, CFA Investor Relations 404-338-2225 Evan.Smith@changehealthcare.com

CONTACT: Katherine Wojtecki External Communications 630-624-9142 Katherine.Wojtecki@changehealthcare.com