Business Wire | Aug 5, 2020 04:06PM EDT

Change Healthcare Inc. Reports First Quarter Fiscal 2021 Financial Results

Aug. 05, 2020

NASHVILLE, Tenn.--(BUSINESS WIRE)--Aug. 05, 2020--Change Healthcare Inc. (Nasdaq: CHNG), a leading independent healthcare technology company, today reported financial results for the first quarter of fiscal year 2021 ended June 30, 2020.

"While the first quarter reflects the impact of COVID-19, we are proud of our team members who adapted quickly to address the needs of our customers and enabled us to deliver financial results ahead of our expectations and continued to drive new innovations," said Neil de Crescenzo, president and chief executive officer. "Given Change Healthcare sits at the center of the U.S. healthcare system facilitating more than $1.5 trillion in claims and 15 billion transactions annually, we remain committed to supporting our customers and leading researchers with data, insights, and advanced solutions to ensure access, affordability, and improved outcomes for consumers. Despite the short-term uncertainty related to COVID-19, we believe positive underlying demand across our portfolio combined with continued innovation will enable us to drive increased value for both our customers and shareholders moving forward."

Fiscal 2021 First Quarter Highlights for Change Healthcare Inc.:

Financial Summary

* Total revenue of $694.2 million, including solutions revenue of $648.4 million * Net loss of $58.7 million, resulting in net loss of $0.18 per diluted share * Adjusted net income of $81.2 million, resulting in adjusted net income of $0.25 per diluted share * Adjusted EBITDA of $196.9 million

Recent Business Highlights

* Unveiled the Connected Consumer Health(tm) suite, an innovative new consumer and financial engagement platform collaboration with Adobe and Microsoft for healthcare providers, which provides a modern, streamlined experience throughout the patient journey. * Provided open access to the Clinical Network lab service, where providers can quickly order COVID-19 tests and other lab tests, to help speed up diagnostic results for patients nationwide. This new service helps providers identify lab options to improve access to testing and reduces the complexity of ordering lab tests by providing rapid connections to one of the nation's largest lab testing networks. * Unveiled nationwide Clinical Data Retrieval service, a new cloud-based interoperability solution that makes it possible for payers to quickly and easily retrieve patient records from the industry's leading electronic health record systems and other systems. * Announced that Nella Domenici, currently a member of the Board of Alliance Bernstein LP, and former chief financial officer of Bridgewater Associates, and Bansi Nagji, President, Healthcare at GoodRx, and former executive vice president and chief strategy and business development officer at McKesson Corporation, have been appointed to the board of directors.

Impact of McKesson Exit on Comparability of Results

On March 10, 2020, Change Healthcare 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 first quarter of fiscal 2020. 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's Form 10-Q for the three months ended June 30, 2020.

Financial Results

* Solutions revenue was $648.4 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 $55.0 million. Total revenue, which includes Postage revenue, was $694.2 million. For the first quarter of fiscal 2020, the Joint Venture reported $797.1 million of solutions revenue and $855.6 million of total revenue. Solutions revenue, including the $5.6 million net 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 $58.7 million, resulting in net loss of $0.18 per diluted share. For the first quarter of fiscal 2020, the Joint Venture reported net income of $71.9 million or $0.28 per diluted unit. Net loss was negatively impacted by the COVID-19 pandemic, partially offset by new sales volumes, productivity improvements, and cost initiatives. * Adjusted net income was $81.2 million, resulting in adjusted net income of $0.25 per diluted share. For the first quarter of fiscal 2020, the Joint Venture reported adjusted net income of $141.5 million or $0.56 per diluted unit. Net income per diluted share and adjusted net income per diluted share for the current period is based on 320 million shares compared to 253 million units in the prior year period. * Adjusted EBITDA was $196.9 million for the current period. For the first quarter of fiscal 2020, the Joint Venture reported adjusted EBITDA of $281.1 million. Adjusted EBITDA, including the $1.0 million net impact of acquisitions and divestitures, was negatively impacted by the COVID-19 pandemic. Partially offsetting this impact were new sales volumes, productivity improvements, and cost initiatives.

Cash Flow and Balance Sheet Highlights

Net cash provided by operating activities was $169.1 million for the three months ended June 30, 2020. Free cash flow was $102.3 million for the three months ended June 30, 2020. Adjusted free cash flow was $126.6 million. For the three months ended June 30, 2019, the Joint Venture reported net cash provided by operating activities, free cash flow, and adjusted free cash flow of $84.5 million, $17.1 million, and $60.8 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 were $13.7 million for the three months ended June 30, 2020 and $12.3 million for the Joint Venture for the three months ended June 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 $178.4 million of cash and cash equivalents, and approximately $5,056.8 million of total debt. During the quarter, the Company repaid the full $250.0 million balance outstanding under its revolving credit facility.

Second Quarter Fiscal 2021 Guidance

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

For the second quarter of fiscal 2021, the Company expects solutions revenue to be in the range of $670 million to $690 million, which includes a reduction of $39 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 $180 million to $190 million, and adjusted EPS to be in the range of $0.20 - $0.23 per share.

The second quarter fiscal 2021 outlook reflects the Company's current expectation that the impact from the COVID-19 pandemic will have gradual improvement 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.

Supplemental Forward-Looking Information and Assumptions for Fiscal 2021

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

* Expect full year fiscal 2021 free cash flow of $150 million to $200 million. * Capital expenditures of approximately 7% of solutions revenue excluding the impact of fair value adjustments for the fiscal year 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 $250 million to $260 million. * Adjusted effective tax rate of approximately 25%. * Basic and fully diluted shares outstanding of 320 million.1

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^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.

A reconciliation of the forward-looking second-quarter 2021 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 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 Thursday, August 6, 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: 8197142; 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 first-quarter fiscal 2022 earnings call, at the aforementioned URL. In addition, a digital audio playback will be available until 11:00 a.m. Eastern Time on Thursday, August 13, 2020, by dialing 1-(855) 859-2056 or 1-(404) 537-3406 and referencing confirmation 8197142.

About Change Healthcare

Change Healthcare (Nasdaq: CHNG) is a leading independent healthcare technology company, focused on accelerating the transformation of the 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 second quarter fiscal 2021 guidance, the supplemental information and assumptions regarding fiscal 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 the 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

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



Three Months Ended June 30,

2020 2019 2019

Change Healthcare Inc. Change Healthcare LLC

Revenue:

Solutions revenue $ 648,412 $ - $ 797,072

Postage revenue 45,772 - 58,484

Total revenue 694,184 - 855,556

Operating expenses:

Cost of operations(exclusive of depreciation 318,542 - 326,947 and amortization below)

Research and development 55,734 - 49,339

Sales, marketing, general 165,474 251 193,273 and administrative

Customer postage 45,772 - 58,484

Depreciation and 138,541 - 71,316 amortization

Accretion and changes inestimate with related 5,895 - 3,880 parties, net

Gain on sale of businesses (28,095 ) - -

Total operating expenses 701,863 251 703,239

Operating income (loss) (7,679 ) (251 ) 152,317

Non-operating (income) and expense

Loss from Equity MethodInvestment in the Joint - 39,554 - Venture

Interest expense, net 62,667 - 83,406

Contingent consideration (2,450 ) - (791 )

Management fee income - (104 ) -

Other, net 4,259 - (3,778 )

Total non-operating 64,476 39,450 78,837 (income) and expense

Income (loss) beforeincome tax provision (72,155 ) (39,701 ) 73,480 (benefit)

Income tax provision (13,461 ) (2,184 ) 1,565 (benefit)

Net income (loss) $ (58,694 ) $ (37,517 ) $ 71,915



Net income (loss) per common share:

Basic $ (0.18 ) $ (0.50 ) $ 0.29

Diluted $ (0.18 ) $ (0.50 ) $ 0.28



Weighted average common shares outstanding^: (1)

Basic 320,052,943 75,474,654 251,469,846

Diluted 320,052,943 75,474,654 253,124,478

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)



June 30, 2020 March 31, 2020

Assets

Current assets:

Cash and cash equivalents $ 178,351 $ 410,405

Accounts receivable, net 627,305 740,105

Contract assets, net 122,707 132,704

Prepaid expenses and other current assets 129,309 117,495

Income tax receivable 472 472

Total current assets 1,058,144 1,401,181

Property and equipment, net 203,695 206,196

Operating lease right-of-use assets, net 115,184 -

Goodwill 4,112,880 3,795,325

Intangible assets, net 4,508,247 4,365,806

Investment in business purchase option - 146,500

Other noncurrent assets, net 265,944 192,372

Total assets $ 10,264,094 $ 10,107,380

Liabilities

Current liabilities:

Accounts payable $ 59,706 $ 68,169

Accrued expenses 387,741 390,294

Deferred revenues 314,600 302,313

Due to related parties, net 22,506 20,234

Current portion of long-term debt 28,986 278,779

Current portion of operating lease 32,753 - liabilities

Total current liabilities 846,292 1,059,789

Long-term debt, excluding current portion 5,027,868 4,710,294

Long-term operating lease liabilities 95,514 -

Deferred income tax liabilities 642,102 615,904

Tax receivable agreement obligations to 160,870 177,826 related parties

Tax receivable agreement obligation 164,505 164,633

Other long-term liabilities 87,589 93,487

Total liabilities 7,024,740 6,821,933

Commitments and contingencies

Stockholders' Equity

Common Stock (par value, $.001),9,000,000,000 and 9,000,000,000 sharesauthorized and 303,769,372 and 303,428,142 304 303 shares issued and outstanding at June 30,2020 and March 31, 2020, respectively

Preferred stock (par value, $.001),900,000,000 and 900,000,000 shares authorized - - and no shares issued and outstanding at June30, 2020 and March 31, 2020, respectively

Additional paid-in capital 4,233,428 4,222,580

Accumulated other comprehensive income (loss) (5,203 ) (7,372 )

Accumulated deficit (989,175 ) (930,064 )

Total stockholders' equity 3,239,354 3,285,447

Total liabilities and stockholders' equity $ 10,264,094 $ 10,107,380

Consolidated Statements of Cash Flows

(unaudited and amounts in thousands)



Three Months Ended June 30,

2020 2019 2019

Change Change Healthcare Inc. Healthcare LLC

Cash flows from operating activities:

Net income (loss) $ (58,694 ) $ (37,517 ) $ 71,915

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

Loss from Equity Method Investment - 39,554 - in the Joint Venture

Depreciation and amortization 138,541 - 71,316

Amortization of capitalized software 78 - 3,452 developed for sale

Accretion and changes in estimate 5,895 - 3,880 with related parties, net

Equity compensation 9,583 - 5,862

Deferred income tax expense (13,845 ) (2,184 ) 1,158 (benefit)

Amortization of debt discount and 8,047 - 5,524 issuance costs

Contingent consideration (2,450 ) - (791 )

Gain on sale of businesses (28,095 ) - -

Other, net 14,618 - (460 )

Changes in operating assets and liabilities:

Accounts receivable, net 113,470 - 7,748

Contract assets, net 10,013 - (3,049 )

Prepaid expenses and other (24,632 ) - (16,338 )

Accounts payable (19,244 ) - (33,954 )

Accrued expenses and other (4,852 ) 168 19,670 liabilities

Deferred revenue 20,667 - (45,194 )

Due from the Joint Venture - (201 ) -

Income taxes receivable - 180 -

Due to related party, net - - (6,269 )

Net cash provided by (used in) 169,100 - 84,470 operating activities

Cash flows from investing activities:

Capitalized expenditures (66,770 ) - (67,414 )

Acquisitions, net of cash acquired (398,651 ) - -

Proceeds from sale of businesses 28,553 - -

Other, net 1,039 - -

Net cash provided by (used in) (435,829 ) - (67,414 )investing activities

Cash flows from financing activities:

Payments on Revolving Facility (250,000 ) - -

Proceeds from issuance of Senior 325,000 - - Notes

Payment of loan costs (5,364 ) - -

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

Receipts (payments) on derivative (7,364 ) - 2,112 instruments

Payments on deferred financing (5,788 ) - - obligations

Repayment of senior amortizing notes (4,028 ) - -

Proceeds from exercise of equity 2,143 - - awards

Payments on finance leases (179 ) - -

Payments on Term Loan Facility - - (12,750 )

Other, net - - (759 )

Net cash provided by (used in) 33,729 - (38,624 )financing activities

Effect of exchange rate changes on 946 - 60 cash and cash equivalents

Net increase (decrease) in cash and (232,054 ) - (21,508 )cash equivalents

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

Cash and cash equivalents at end of $ 178,351 $ 3,409 $ 27,386 period

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(unaudited and amounts in thousands)



Three Months Ended June 30,

2020 2019 2019

Change Healthcare Inc.^ Change (1) Healthcare LLC

Net income (loss) $ (58,694 ) $ (37,517 ) $ 71,915

Net interest expense 62,667 - 83,406

Income tax provision (benefit) (13,461 ) (2,184 ) 1,565

Depreciation and amortization 138,541 - 71,316

Amortization of capitalized software 78 - 3,452 developed for sale

EBITDA 129,131 (39,701 ) 231,654

Adjustments to EBITDA:

Equity compensation 9,583 5,862

Acquisition accounting adjustments 48,540 373

Acquisition and divestiture-related 5,120 658 costs

Integration and related costs 10,358 25,725

Strategic initiatives, duplicative 5,080 3,569 and transition costs

Severance costs 4,704 7,170

Accretion and changes in estimate 5,895 3,880 with related parties, net

Management fees and related costs - 2,648

Impairment of long-lived assets^ and 6,313 (840 )other

Gain on sale of business (28,095 ) -

Contingent consideration (2,450 ) (791 )

Other non-routine, net 2,677 1,148

EBITDA adjustments 67,725 49,402

Adjusted EBITDA $ 196,856 $ 281,056

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

2020 2019 2019

Change Healthcare Inc. ^ Change (1) Healthcare LLC

Net income (loss) $ (58,694 ) $ (37,517 ) $ 71,915

Amortization expense resulting from 113,024 34,648 acquisition method adjustments

EBITDA adjustments 67,725 49,402

Tax effect of EBITDA adjustments and (40,860 ) (14,465 )amortization expense

Adjusted net income (loss) $ 81,195 $ 141,500



Adjusted net income (loss) per $ 0.25 $ 0.56 diluted share^ (2)

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 months ended June 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 June 30,

2020 2019 2019

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

Segment revenue

Software and Analytics $ 391,589 N/A $ 433,821

Network Solutions 142,826 N/A 141,612

Technology-Enabled Services 187,706 N/A 247,513

Postage and Eliminations ^(3) 27,063 N/A 32,610

Purchase Accounting Adjustment (55,000 ) N/A - ^(4)

Net revenue $ 694,184 N/A $ 855,556



Segment adjusted EBITDA

Software and Analytics $ 143,932 N/A $ 176,501

Network Solutions 70,503 N/A 79,222

Technology-Enabled Services (17,579 ) N/A 25,333

Postage and Eliminations - N/A -

Total adjusted EBITDA $ 196,856 N/A $ 281,056

^ 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 $45.8^ million for Change Healthcare Inc. for the three months ended June 30, 2020(3) and $58.5 million for Change Healthcare LLC for the three months ended June 30, 2019.

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

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

(unaudited and amounts in thousands)



Three Months Ended June 30,

2020 2019 2019

Change Healthcare Change Inc. ^(1) Healthcare LLC

Cash provided by (used in) operating $ 169,100 $ - $ 84,470 activities ^(2)

Capital expenditures (66,770 ) - (67,414 )

Free cash flow 102,330 - 17,056

Adjustments to free cash flow ^(3):

Integration and related costs 10,358 25,725

Strategic initiatives, duplicative and 5,080 3,569 transition costs

Severance costs 4,704 7,170

Integration and strategic capital 4,081 7,247 expenditures

Adjusted free cash flow $ 126,553 $ 60,767

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(1) a reconciliation to adjusted free cash flow for the three months ended June 30, 2019.

^ Includes cash provided by pass-thru funds of $13.7 million for Change(2) Healthcare Inc. for the three months ended June 30, 2020 and $12.3 million for Change Healthcare LLC for the three months ended June 30, 2019.

^ All operating costs and integration and strategic capital expenditures are(3) presented on an as-incurred basis.

View source version on businesswire.com: https://www.businesswire.com/news/home/20200805005755/en/

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

CONTACT: Kerry Kelly External Communications 339-236-2756 Kerry.Kelly@changehealthcare.com