Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CTRX | |
Entity Registrant Name | Catamaran Corp | |
Entity Central Index Key | 1363851 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 208,012,259 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $865,201 | $1,011,952 |
Accounts receivable, net of allowance for doubtful accounts of $5,571 (2014 — $4,867) | 1,369,196 | 1,254,336 |
Rebates receivable | 836,136 | 863,824 |
Other current assets | 214,275 | 219,435 |
Total current assets | 3,284,808 | 3,349,547 |
Property and equipment, net of accumulated depreciation of $161,038 (2014 — $144,220) | 198,988 | 210,027 |
Goodwill | 4,923,665 | 4,724,639 |
Other intangible assets, net of accumulated amortization of $611,562 (2014 — $574,503) | 980,480 | 968,199 |
Other long-term assets | 70,430 | 71,773 |
Total assets | 9,458,371 | 9,324,185 |
Current liabilities | ||
Accounts payable | 1,068,398 | 967,791 |
Accrued expenses and other current liabilities | 272,384 | 327,190 |
Rebates payable | 955,623 | 967,733 |
Current portion - long-term debt | 87,500 | 81,250 |
Total current liabilities | 2,383,905 | 2,343,964 |
Deferred income taxes | 269,836 | 257,325 |
Long-term debt | 1,327,744 | 1,344,973 |
Other long-term liabilities | 99,331 | 98,816 |
Total liabilities | 4,080,816 | 4,045,078 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity | ||
Common shares: no par value, unlimited shares authorized; 208,012,259 shares issued and outstanding at March 31, 2015 (December 31, 2014 — 207,493,541 shares) | 4,290,267 | 4,264,764 |
Additional paid-in capital | 59,273 | 74,071 |
Retained earnings | 1,021,147 | 934,454 |
Accumulated other comprehensive loss | -1,034 | -1,310 |
Total shareholders' equity | 5,369,653 | 5,271,979 |
Non-controlling interest | 7,902 | 7,128 |
Total equity | 5,377,555 | 5,279,107 |
Total liabilities and equity | $9,458,371 | $9,324,185 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $5,571 | $4,867 |
Property and equipment, accumulated depreciation | 161,038 | 144,220 |
Other intangible assets, accumulated amortization | $611,562 | $574,503 |
Common stock issued (in shares) | 208,012,259 | 207,493,541 |
Common stock outstanding (in shares) | 208,012,259 | 207,493,541 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $5,979,260 | $4,914,479 |
Cost of revenue | 5,600,506 | 4,599,817 |
Gross profit | 378,754 | 314,662 |
Expenses: | ||
Selling, general and administrative | 151,367 | 130,519 |
Depreciation of property and equipment | 15,808 | 12,368 |
Amortization of intangible assets | 52,619 | 54,986 |
Total operating expenses | 219,794 | 197,873 |
Operating income | 158,960 | 116,789 |
Interest and other expense, net | 15,495 | 11,336 |
Income before income taxes | 143,465 | 105,453 |
Income tax expense | 43,911 | 28,108 |
Net income | 99,554 | 77,345 |
Less: Net income attributable to non-controlling interest | 12,861 | 13,900 |
Net income attributable to the Company | $86,693 | $63,445 |
Earnings per share attributable to the Company: | ||
Basic (in dollars per share) | $0.42 | $0.31 |
Diluted (in dollars per share) | $0.42 | $0.31 |
Weighted average number of shares used in computing earnings per share: | ||
Basic (in shares) | 207,641,523 | 206,525,188 |
Diluted (in shares) | 208,289,689 | 207,086,677 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $99,554 | $77,345 |
Other comprehensive income, net of tax | ||
Unrealized income (loss) on cash flow hedge | 276 | -143 |
Comprehensive income | 99,830 | 77,202 |
Less: Comprehensive income attributable to non-controlling interest | 12,861 | 13,900 |
Comprehensive income attributable to the Company | $86,969 | $63,302 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $99,554 | $77,345 |
Items not involving cash: | ||
Stock-based compensation | 8,789 | 6,828 |
Depreciation of property and equipment | 16,789 | 13,359 |
Amortization of intangible assets | 52,619 | 54,986 |
Deferred lease inducements and rent | -6,723 | -77 |
Deferred income taxes | 3,836 | -12,334 |
Tax benefit on option exercises | -1,916 | -2,692 |
Deferred financing cost amortization | 2,469 | 2,188 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | -82,210 | -171,907 |
Rebates receivable | 29,168 | -362,352 |
Other current assets | 22,114 | 26,310 |
Accounts payable | 71,948 | 144,264 |
Accrued expenses and other current liabilities | -59,196 | 20,753 |
Rebates payable | -12,110 | 362,635 |
Other long-term assets and liabilities | 1,551 | -23,630 |
Net cash provided by operating activities | 146,682 | 135,676 |
Cash flows from investing activities: | ||
Acquisition, net of cash acquired | -261,668 | -2,026 |
Purchases of property and equipment | -9,140 | -12,782 |
Net cash used by investing activities | -270,808 | -14,808 |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 0 | 492,500 |
Repayment of long-term debt | -12,500 | -306,250 |
Payment of financing costs | 0 | -955 |
Proceeds from exercise of options | 28 | 3,567 |
Tax benefit on option exercises | 1,916 | 2,692 |
Distributions to non-controlling interest | -12,087 | -15,000 |
Other | -28 | 0 |
Net cash (used) provided by financing activities | -22,671 | 176,554 |
Effect of foreign exchange on cash balances | 46 | 52 |
Change in cash and cash equivalents | -146,751 | 297,474 |
Cash and cash equivalents, beginning of period | 1,011,952 | 387,241 |
Cash and cash equivalents, end of period | $865,201 | $684,715 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interest |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning balance, amount at Dec. 31, 2013 | $4,911,498 | $4,215,291 | $77,790 | $617,161 | ($1,752) | $3,008 |
Beginning balance, shares at Dec. 31, 2013 | 206,305,070 | |||||
Activities during the period (unaudited) [Roll Forward] | ||||||
Net income | 77,345 | 63,445 | 13,900 | |||
Exercise of stock options, shares | 139,800 | |||||
Exercise of stock options, amount | 3,567 | 5,070 | -1,503 | |||
Vesting of restricted stock units, shares | 409,629 | |||||
Vesting of restricted stock units, amount | 0 | 18,323 | -18,323 | |||
Tax benefit on options exercised | 2,692 | 2,692 | ||||
Stock-based compensation | 6,828 | 6,828 | ||||
Distributions to non-controlling interest | -15,000 | -15,000 | ||||
Other comprehensive income, net of tax | -143 | -143 | ||||
Ending balance, amount (unaudited) at Mar. 31, 2014 | 4,986,787 | 4,238,684 | 67,484 | 680,606 | -1,895 | 1,908 |
Ending balance, shares (unaudited) at Mar. 31, 2014 | 206,854,499 | |||||
Beginning balance, amount at Dec. 31, 2014 | 5,279,107 | 4,264,764 | 74,071 | 934,454 | -1,310 | 7,128 |
Beginning balance, shares at Dec. 31, 2014 | 207,493,541 | 207,493,541 | ||||
Activities during the period (unaudited) [Roll Forward] | ||||||
Net income | 99,554 | 86,693 | 12,861 | |||
Exercise of stock options, shares | 950 | |||||
Exercise of stock options, amount | 28 | 40 | -12 | |||
Vesting of restricted stock units, shares | 517,768 | |||||
Vesting of restricted stock units, amount | 0 | 25,463 | -25,463 | |||
Tax benefit on options exercised | 1,916 | 1,916 | ||||
Stock-based compensation | 8,789 | 8,789 | ||||
Distributions to non-controlling interest | -12,087 | -12,087 | ||||
Other comprehensive income, net of tax | 276 | 276 | ||||
Other | -28 | -28 | ||||
Ending balance, amount (unaudited) at Mar. 31, 2015 | $5,377,555 | $4,290,267 | $59,273 | $1,021,147 | ($1,034) | $7,902 |
Ending balance, shares (unaudited) at Mar. 31, 2015 | 208,012,259 | 208,012,259 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business |
Catamaran Corporation (“Catamaran” or the “Company”) is a leading provider of pharmacy benefits management (“PBM”) services and healthcare information technology (“HCIT”) solutions to the healthcare benefits management industry. The Company’s product offerings and solutions combine a wide range of PBM services, software applications, application service provider (“ASP”) processing services and professional services designed for many of the largest organizations in the pharmaceutical supply chain, such as federal, provincial, state and local governments, unions, corporations, pharmacy benefit managers, managed care organizations, retail pharmacy chains and other healthcare intermediaries. The Company is headquartered in Schaumburg, Illinois with several locations in the U.S. and Canada. The Company trades on the Toronto Stock Exchange under ticker symbol “CCT” and on the Nasdaq Global Select Market under ticker symbol “CTRX.” | |
On March 29, 2015, the Company entered into an Arrangement Agreement with UnitedHealth Group Incorporated, a corporation incorporated under the laws of the State of Minnesota, and 1031387 B.C. Unlimited Limited Liability Company, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of UnitedHealth Group. The Arrangement Agreement provides, among other things, that, in accordance with a Plan of Arrangement and the transactions contemplated thereby, UnitedHealth Group will acquire, directly or indirectly, all of the issued and outstanding common shares of the Company pursuant to a statutory “arrangement” (the “ Acquisition”) under Section 195 of the Business Corporations Act (Yukon), resulting in the Company becoming an indirect, wholly owned subsidiary of UnitedHealth Group. Each holder of common shares of the Company immediately prior to the consummation of the Acquisition who has not validly exercised and perfected dissenter rights will receive in respect of each common share owned by such holder $61.50 in cash. The completion of the Acquisition is subject to approval of the Company's shareholders and certain regulatory approvals and other customary closing conditions. The completion of the Acquisition is expected during the fourth quarter of 2015. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Basis of presentation: | |
The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the Securities and Exchange Commission’s (“SEC”) rules and regulations for reporting on Form 10-Q, and following accounting policies consistent with the Company’s audited annual consolidated financial statements for the year ended December 31, 2014. The unaudited consolidated financial statements of the Company include its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated in consolidation. Amounts in the unaudited consolidated financial statements and notes thereto are expressed in U.S. dollars, except where indicated. The financial information included herein reflects all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. Certain reclassifications have been made to conform the prior year's consolidated financial statements to the current year's presentation. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. As of the issuance date of the Company’s financial statements, the Company has assessed whether subsequent events have occurred that require adjustment to or disclosure in these unaudited consolidated financial statements in accordance with Financial Accounting Standards Board’s (“FASB”) guidance. | |
Pursuant to the SEC rules and regulations for reporting on Form 10-Q, certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or excluded. As a result, these unaudited consolidated financial statements do not contain all the disclosures required to be included in the annual consolidated financial statements and should be read in conjunction with the most recent audited annual consolidated financial statements and notes thereto described in our Annual Report on Form 10-K for the year ended December 31, 2014. | |
Use of estimates: | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, rebates, purchase price allocation and contingent consideration in connection with acquisitions, valuation of property and equipment, valuation of intangible assets acquired and related amortization periods, impairment of goodwill, income tax uncertainties, contingencies and valuation allowances for receivables and income taxes. Actual results could differ from those estimates. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
a) Recent accounting standards implemented | |
No new accounting standards have been adopted during the three months ended March 31, 2015 that the Company assessed to have a significant impact on its financial results or in the presentation and disclosure of its financial statements. | |
b) Recent accounting standards issued | |
In April 2015, the FASB issued Accounting Standard Update ("ASU") No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. For public business entities, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. The Company is evaluating the effect that ASU 2015-03 will have on its consolidated financial statements and related disclosures. | |
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis. The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance. The standard is effective in 2016 for calendar year-end public companies and early adoption is allowed. The Company is evaluating the effect that ASU 2015-02 will have on its consolidated financial statements and related disclosures. | |
On May 28, 2014, the FASB issued Accounting Standard Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |
No other new standards have been issued during the three months ended March 31, 2015 that the Company assessed to have a significant impact on its financial results or in the presentation and disclosure of its financial statements. |
Business_Combinations
Business Combinations | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Business Combinations | Business Combinations | |||||||||||
Salveo Specialty Pharmacy Acquisition | ||||||||||||
On January 2, 2015, the Company completed the acquisition of all of the outstanding capital stock of Salveo Specialty Pharmacy, Inc. ("Salveo"), an independent specialty pharmacy platform with pharmacy locations in New York and California, for a purchase price of $260.0 million in cash, subject to certain customary post-closing adjustments (see the table below for the preliminary purchase price calculation). The purchase price was funded from Catamaran's existing cash balance. The acquisition provides the Company with the opportunity to expand its geographic footprint and therapy mix in the specialty pharmacy market. The results of Salveo have been included in the Company's results since January 2, 2015. The consolidated statement of operations for the three months ended March 31, 2015 includes Salveo's total revenues of $157.8 million following the acquisition. | ||||||||||||
Purchase Price (in thousands): | Amount | |||||||||||
Cash paid at closing | $ | 270,599 | ||||||||||
Preliminary post-closing adjustments | 9,485 | |||||||||||
Total purchase price | $ | 280,084 | ||||||||||
The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been recorded to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. The carrying values for current assets and liabilities were deemed to approximate their fair values due to the short-term nature of their maturities. Fair values for acquired amortizable intangible assets were determined as follows: customer relationships were valued using an excess earnings model based on expected future revenues derived from the customers acquired, non-compete agreements were valued using discounted cash flow models based on expected future results of Salveo, trademarks/tradenames were valued using a royalty savings model based on future projected revenues of Salveo and applicable market royalty rates, and licenses utilized a replacement cost approach. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. | ||||||||||||
All of the assets and liabilities recorded for the acquisition are included within the Company's PBM segment. The residual amount of the purchase price after allocation to identifiable net assets represents goodwill. Goodwill is non-amortizing for financial statement purposes. Goodwill of $199.0 million related to the Salveo acquisition is tax deductible. The goodwill recognized by the Company represents many of the synergies and business growth opportunities that the Company anticipates may be realized from the acquisition of Salveo. The synergies include improved pricing from the Company's suppliers due to the increased volume of prescription drug purchases, pull through opportunities of the Company's specialty service offerings, and a more efficient leveraging of resources to achieve operating profits. | ||||||||||||
The following summarizes the preliminary fair values assigned to the assets acquired and liabilities assumed at the acquisition date and are subject to change as the valuation processes for intangible assets, rebates, and pharmacy related receivables and payables are not complete. Final determination of the fair values may result in further adjustments to the amounts presented below (in thousands): | ||||||||||||
Initial Amounts Recognized at Acquisition Date | ||||||||||||
Cash | $ | 8,931 | ||||||||||
Accounts receivable | 32,622 | |||||||||||
Inventory | 9,421 | |||||||||||
Other current assets | 10,919 | |||||||||||
Total current assets | 61,893 | |||||||||||
Intangible assets | 64,900 | |||||||||||
Goodwill | 199,026 | |||||||||||
Other long term assets | 972 | |||||||||||
Total assets acquired | 326,791 | |||||||||||
Accounts payable | 28,656 | |||||||||||
Accrued liabilities | 840 | |||||||||||
Total current liabilities | 29,496 | |||||||||||
Deferred income taxes | 17,211 | |||||||||||
Total liabilities assumed | 46,707 | |||||||||||
Net assets acquired | $ | 280,084 | ||||||||||
During the three months ended March 31, 2015, the Company recognized $2.5 million of amortization expense from intangible assets acquired in the Salveo acquisition. Amortization associated with the Salveo acquisition for the remainder of 2015 is expected to be $10.0 million. | ||||||||||||
The estimated fair values and useful lives of intangible assets acquired are as follows (dollars in thousands): | ||||||||||||
Fair Value | Useful Life | |||||||||||
Trademarks/Trade names | $ | 26,500 | 10 years | |||||||||
Customer relationships | 37,100 | 5 years | ||||||||||
Non-compete agreements | 1,000 | 5 years | ||||||||||
License | 300 | 1 year | ||||||||||
Total | $ | 64,900 | ||||||||||
None of the acquired intangible assets will have any residual value at the end of the amortization periods. There were no in-process research and development assets acquired. | ||||||||||||
Restat Acquisition | ||||||||||||
On October 1, 2013, the Company completed the acquisition of all of the outstanding equity interests of Restat, LLC ("Restat"), a privately-held PBM based in Milwaukee, Wisconsin, for a purchase price of $409.5 million in cash subject to certain customary post-closing adjustments. The purchase price was funded from the Company’s existing cash balance and $350.0 million in borrowings under a five-year senior secured revolving credit facility (the “Revolving Facility”). The acquisition provides the Company the opportunity to bring Catamaran's full-suite of technology and clinical services to Restat's clients, including mail and specialty pharmacy services. The results of Restat have been included in the Company's results since October 1, 2013. | ||||||||||||
The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been recorded to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. The carrying values for current assets and liabilities were deemed to approximate their fair values due to the short-term nature of their maturities. Fair values for acquired amortizable intangible assets were determined as follows: customer relationships were valued using an excess earnings model based on expected future revenues derived from the customers acquired, non-compete agreements were valued using discounted cash flow models based on expected future results of Restat and trademarks/tradenames were valued using a royalty savings model based on future projected revenues of Restat. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. | ||||||||||||
All of the assets and liabilities recorded for the acquisition are included within the Company's PBM segment. The residual amount of the purchase price after allocation to identifiable net assets represents goodwill. Goodwill is non-amortizing for financial statement purposes. Goodwill of $227.8 million related to the Restat acquisition is tax deductible. The goodwill recognized by the Company represents many of the synergies and business growth opportunities that the Company anticipates may be realized from the acquisition of Restat. The synergies include improved pricing from the Company's suppliers due to the increased volume of prescription drug purchases, pull through opportunities of the Company's mail and specialty service offerings, and a more efficient leveraging of resources to achieve operating profits. | ||||||||||||
The following summarizes the fair values assigned to the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||||||
Initial Amounts Recognized at Acquisition Date (a) | Measurement Period Adjustments (b) | Current Amounts Recognized at Acquisition Date | ||||||||||
Accounts receivable | $ | 13,842 | $ | — | $ | 13,842 | ||||||
Rebates receivable | 6,635 | (254 | ) | 6,381 | ||||||||
Other current assets | 383 | — | 383 | |||||||||
Total current assets | 20,860 | (254 | ) | 20,606 | ||||||||
Property and equipment | 1,263 | — | 1,263 | |||||||||
Intangible assets | 182,720 | — | 182,720 | |||||||||
Goodwill | 223,474 | 4,364 | 227,838 | |||||||||
Total assets acquired | 428,317 | 4,110 | 432,427 | |||||||||
Accounts payable | 22,370 | — | 22,370 | |||||||||
Rebates payable | 16,106 | — | 16,106 | |||||||||
Accrued liabilities | 7,231 | — | 7,231 | |||||||||
Other long-term liabilities | — | 2,084 | 2,084 | |||||||||
Total liabilities assumed | 45,707 | 2,084 | 47,791 | |||||||||
Net assets acquired | $ | 382,610 | $ | 2,026 | $ | 384,636 | ||||||
(a) As previously reported in the Company's Form 10-K for the period ended December 31, 2013. | ||||||||||||
(b) These measurement period adjustments were recorded through June 30, 2014 to reflect an additional $2.0 million paid to former Restat owners for working capital reconciliation as well as changes in the estimated fair values of the associated assets acquired and liabilities assumed based on factors existing as of the acquisition date. | ||||||||||||
During the three months ended March 31, 2015 and March 31, 2014, the Company recognized $7.7 million and $8.7 million, respectively, of amortization expense from intangible assets acquired in the Restat acquisition. Amortization associated with the Restat acquisition for the remainder of 2015 is expected to be $22.0 million. | ||||||||||||
The estimated fair values and useful lives of intangible assets acquired are as follows (dollars in thousands): | ||||||||||||
Fair Value | Useful Life | |||||||||||
Customer relationships - PBM | $ | 143,200 | 10 years | |||||||||
Customer relationships - cash card | 35,500 | 3 years | ||||||||||
Trademarks/Trade names | 1,000 | 1 year | ||||||||||
Non-compete agreements | 3,020 | 5 years | ||||||||||
Total | $ | 182,720 | ||||||||||
None of the acquired intangible assets will have any residual value at the end of the amortization periods. There were no in-process research and development assets acquired. | ||||||||||||
Unaudited Pro Forma Financial Information | ||||||||||||
The following unaudited pro forma financial information presents the combined historical results of operations of the Company and its acquisition of Salveo as if the acquisition had occurred on the first day of the fiscal year prior to the fiscal year when the acquisition was completed. The unaudited pro forma financial information includes certain adjustments related to the acquisition, such as increased amortization from the fair value of intangible assets acquired recorded as part of the purchase accounting, the elimination of transactions between the Company and the acquired entities, and related income tax effects. | ||||||||||||
Unaudited pro forma results of operations are as follows (in thousands, except share and per share amounts): | ||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||
Revenue | $ | 5,041,057 | ||||||||||
Gross profit | $ | 324,950 | ||||||||||
Net income attributable to the Company | $ | 66,624 | ||||||||||
Earnings per share attributable to the Company: | ||||||||||||
Basic | $ | 0.32 | ||||||||||
Diluted | $ | 0.32 | ||||||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 206,525,188 | |||||||||||
Diluted | 207,086,677 | |||||||||||
This unaudited pro forma financial information is not intended to represent or be indicative of what would have occurred if this transaction had taken place on the date presented and is not indicative of what the Company's actual results of operations would have been had the acquisition been completed at the beginning of the period indicated above. Further, the pro forma combined results do not reflect one-time costs to fully integrate and operate the combined organization more efficiently or anticipated synergies expected to result from the combination and should not be relied upon as being indicative of the future results that the Company will experience. | ||||||||||||
Healthcare Solutions Acquisition | ||||||||||||
Subsequent to the end of the current reporting period, on April 8, 2015, the Company completed the acquisition of Healthcare Solutions, Inc. ("Healthcare Solutions"), a current PBM customer operating in the workers' compensation space, for a purchase price of $405.0 million in cash, subject to customary post-closing adjustments. The acquisition provides the Company the opportunity to further expand our presence in the workers' compensation market as well as to bring Catamaran's full suite of technology and services to Healthcare Solutions' clients. The initial accounting for this acquisition was incomplete at the time these financial statements were available for issuance. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||||||||||||
Goodwill is reviewed for impairment annually or more frequently if impairment indicators arise. The Company allocates goodwill to both the PBM and HCIT segments. There were no impairments of goodwill during the three months ended March 31, 2015 and 2014. | ||||||||||||||||||||||||
The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2015 are as follows (in thousands): | ||||||||||||||||||||||||
PBM | HCIT | Total | ||||||||||||||||||||||
Balance at December 31, 2014 | $ | 4,704,974 | $ | 19,665 | $ | 4,724,639 | ||||||||||||||||||
Acquisition (a) | 199,026 | — | 199,026 | |||||||||||||||||||||
Balance at March 31, 2015 | $ | 4,904,000 | $ | 19,665 | $ | 4,923,665 | ||||||||||||||||||
(a) | Initial goodwill recorded in connection with the acquisition of Salveo in January 2015. | |||||||||||||||||||||||
Definite-lived intangible assets are amortized over the useful lives of the related assets. The components of intangible assets were as follows (in thousands): | ||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||
Customer relationships | $ | 1,552,022 | $ | 603,064 | $ | 948,958 | $ | 1,527,722 | $ | 564,623 | $ | 963,099 | ||||||||||||
Non-compete agreements | 11,920 | 7,044 | 4,876 | 11,920 | 7,435 | 4,485 | ||||||||||||||||||
Other intangible assets | 28,100 | 1,454 | 26,646 | 3,060 | 2,445 | 615 | ||||||||||||||||||
Total | $ | 1,592,042 | $ | 611,562 | $ | 980,480 | $ | 1,542,702 | $ | 574,503 | $ | 968,199 | ||||||||||||
Total amortization associated with intangible assets at March 31, 2015 is estimated to be $151.5 million for the remainder of 2015, $176.8 million in 2016, $157.8 million in 2017, $147.7 million in 2018, $137.6 million in 2019, $119.4 million in 2020 and $89.7 million in total for years after 2020. |
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
The following table sets forth the components of the Company's long-term debt, net of unamortized debt discounts as of March 31, 2015 and December 31, 2014 (in thousands). | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Senior secured term loan facility due June 1, 2018 with an interest rate of 1.81% at March 31, 2015 and December 31, 2014. | $ | 921,628 | $ | 932,875 | ||||
4.75% Senior Notes due 2021 | 493,616 | 493,348 | ||||||
Less current maturities | (87,500 | ) | (81,250 | ) | ||||
Long-term debt | $ | 1,327,744 | $ | 1,344,973 | ||||
4.75% Senior Notes | ||||||||
In March 2014, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes due 2021 (the “Senior Notes”). The Senior Notes mature on March 15, 2021 and bear interest at 4.75% per year. The Company will pay interest on the Senior Notes on March 15 and September 15 of each year, or the first business day thereafter if such date is not a business day. The Company made interest payments of $12.1 million and $11.9 million in September 2014 and March 2015, respectively, on the Senior Notes. The Company received approximately $492.5 million in net proceeds from the Senior Note offering, after deducting $7.5 million in underwriting discounts. Additionally the Company incurred approximately $2.0 million in offering expenses. The Company used part of the net proceeds from this offering to repay $300.0 million of the Company's outstanding borrowings under the Revolving Facility. The Company used the remainder of the net proceeds from this offering for general corporate purposes. | ||||||||
As discussed, in connection with the Senior Notes, the Company incurred approximately $7.5 million in underwriting debt discount and approximately $2.0 million in debt issuance costs. The $7.5 million debt discount incurred in connection with the Senior Notes is presented on the consolidated balance sheet as a reduction to long-term debt. The debt discount amounts are being amortized to interest expense over the life of the Senior Notes. The Company uses the straight-line method to amortize the debt discount amounts as it does not result in a materially different amount of interest expense than the effective interest rate method. The $2.0 million in offering expenses incurred in connection with the issuance of the Senior Notes are presented on the consolidated balance sheet as other assets. The offering expenses are being amortized to interest expense over the life of the Senior Notes using the straight-line method. The amortization related to financing costs and debt discounts totaled $0.3 million and $0.1 million for the three months ended March 31, 2015 and March 31, 2014, respectively. | ||||||||
Guarantees | ||||||||
The Senior Notes are jointly and severally and fully and unconditionally guaranteed by each of the Company’s existing and future wholly-owned subsidiaries that guarantees obligations under (i) the credit agreement or (ii) certain other future indebtedness with an aggregate principal amount in excess of $175.0 million. | ||||||||
A subsidiary guarantor will be released from its obligations under its respective guarantee of the Senior Notes upon the release or discharge of such subsidiary guarantor from its guarantee of obligations under the credit agreement or certain other future indebtedness in an aggregate principal amount in excess of $175.0 million, or upon the earlier occurrence of certain other customary circumstances as set forth in the indenture. The Senior Notes and the guarantees by the subsidiary guarantors are the general senior unsecured obligations of the Company and the subsidiary guarantors. They rank equally in right of payment with the existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. | ||||||||
Prepayments and Repayments | ||||||||
Prior to the scheduled maturity of the Senior Notes, the Company may at any time redeem all or a part of the Senior Notes, upon not less than 30 nor more than 60 days’ prior written notice at a redemption price equal to the greater of: (i) 100% of the principal amount of the Senior Notes to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Senior Notes to be redeemed (exclusive of interest accrued to the applicable redemption date) discounted to such redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the then current treasury rate plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. | ||||||||
If the Company experiences a change of control triggering event (as defined in the supplemental indenture), holders of the Senior Notes may require the Company to purchase the Senior Notes at a purchase price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the date of purchase. | ||||||||
The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Senior Notes. | ||||||||
Certain Covenants and Events of Default | ||||||||
The indenture governing the Senior Notes includes certain restrictive covenants, including covenants that limit the Company's ability and the ability of its subsidiaries to, among other things, incur secured debt; enter into sale and leaseback transactions; and amalgamate, consolidate, merge or transfer substantially all of the Company's assets to another entity. The covenants are subject to a number of important exceptions and qualifications set forth in the indenture. | ||||||||
The indenture governing the Senior Notes provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee or holders of at least 25% in aggregate principal amount of and accrued but unpaid interest on the then outstanding Senior Notes may declare the principal amount of all the Senior Notes to be due and payable immediately. As of March 31, 2015, the Company was in compliance with the covenants under the Senior Notes. | ||||||||
Senior Secured Credit Facility | ||||||||
The Company maintains a credit agreement (as amended and supplemented from time to time, the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent, and a syndicate of lenders in an aggregate principal amount of $1.8 billion. The Credit Agreement provides for (i) a five-year senior secured term loan facility in the amount of $1.0 billion (the “Term Loan Facility”) and (ii) a five-year Revolving Facility in the amount of $800.0 million. | ||||||||
The Company made a principal repayment of $12.5 million in January 2015 on the Term Loan facility leaving the Company with $937.5 million outstanding as of March 31, 2015. In March 2014 the Company used the proceeds from the offering of the Senior Notes (refer above for a detailed discussion) to repay $300.0 million of the outstanding borrowings under the Revolving Facility. As of March 31, 2015 the Company had approximately $800.0 million of available borrowing capacity under the Revolving Facility. The amortization related to financing costs and debt discounts associated with the Credit Agreement totaled $2.1 million for the three months ended March 31, 2015 and March 31, 2014. | ||||||||
Interest and Fees | ||||||||
The interest rates applicable to the Term Loan Facility and the Revolving Facility are based on a fluctuating rate of interest measured by reference to either, at the Company’s option, (a) an adjusted London Interbank Offered Rate (adjusted for maximum reserves) (“LIBOR”), plus an applicable margin or (b) an alternative base rate (which is the greatest of (i) the prime rate, (ii) the Federal Funds rate plus 0.5% and (iii) one-month LIBOR plus 1.0%), plus an applicable margin. The applicable margin, in each case, is adjusted from time to time based on the Company’s consolidated leverage ratio as of the last day of each fiscal quarter. The applicable margin for all borrowings is 0.625% per annum with respect to base rate borrowings and 1.625% per annum with respect to LIBOR borrowings. The Company intends to continue to elect the LIBOR rate as it has previously done during the term of the Credit Agreement. This resulted in an applicable interest rate of 1.81% at March 31, 2015 for both the Term Loan Facility and the Revolving Facility. See Note 11 — Financial Instruments for information on the Company's interest rate swap agreements. In addition to paying interest on outstanding principal under the Credit Agreement, the Company is required to pay a commitment fee to the lenders in respect of the unutilized commitments under the Credit Agreement at a fluctuating rate based on the Company’s leverage ratio. | ||||||||
Certain Covenants and Events of Default | ||||||||
The Credit Agreement contains a number of covenants that require the Company to maintain certain financial ratios, meet customary reporting requirements and restrict, with certain exceptions, transactions the Company or its subsidiaries may enter into, in each case as described further in the Company's 2014 Annual Report on Form 10-K. As of March 31, 2015, the Company was in compliance with the covenants of the Credit Agreement. | ||||||||
Maturity | ||||||||
Principal amounts outstanding under the Revolving Facility are due and payable in full on June 1, 2018. Principal repayments on the Term Loan Facility will be due as follows (in thousands): | ||||||||
Year | Amount due | |||||||
2015 | $ | 68,750 | ||||||
2016 | 93,750 | |||||||
2017 | 118,750 | |||||||
2018 | 656,250 | |||||||
Total | $ | 937,500 | ||||||
Guarantees and Collateral | ||||||||
The Company’s obligations under the Credit Agreement are guaranteed by all existing and future, direct and indirect, material subsidiaries of the Company (collectively, the “Subsidiary Guarantors”). In addition, the Company and each Subsidiary Guarantor have pledged substantially all of their assets, subject to certain exceptions, to secure the Company’s obligations under the Credit Agreement. | ||||||||
The carrying value of the Company's debt at March 31, 2015 approximates its fair value. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||||||||||||
During the three months ended March 31, 2015 and 2014, the Company recorded stock-based compensation expense of $8.8 million and $6.8 million, respectively. There were 3,130,460 and 272,082 stock-based awards available for grant under the Long-Term Incentive Plan ("LTIP") and the plans assumed in connection with the merger with Catalyst Health Solutions, Inc. ("Assumed Plans"), respectively, as of March 31, 2015. | ||||||||||||||||||||
(i) Stock options | ||||||||||||||||||||
The Black-Scholes option-pricing model was used to estimate the fair value of the stock options issued in each period at the grant date. Below is a summary of options granted and the assumptions utilized to derive fair value of the stock options under the Black-Scholes option-pricing model: | ||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Total stock options granted | 362,718 | 412,724 | ||||||||||||||||||
Volatility | 36.3 | % | 38.7-39.2% | |||||||||||||||||
Risk-free interest rate | 1.6 | % | 1.54-1.73% | |||||||||||||||||
Expected life (in years) | 4.5 | 4.5 | ||||||||||||||||||
Dividend yield | — | — | ||||||||||||||||||
Weighted-average grant date fair value | $16.16 | $ | 15.51 | |||||||||||||||||
The table below summarizes the stock options outstanding as of March 31, 2015 under both plans. | ||||||||||||||||||||
Options Outstanding | Weighted Average Exercise Price | Unrecognized Compensation Cost | Weighted Average Period | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
LTIP | 1,607,935 | $ | 38.73 | $ | 11,555 | 2.89 | ||||||||||||||
Assumed Plans | 198,491 | $ | 47.54 | $ | 2,389 | 3.25 | ||||||||||||||
(ii) Restricted stock units | ||||||||||||||||||||
During the three months ended March 31, 2015, the Company granted time-based RSUs and performance-based RSUs to its employees and non-employee directors under both the LTIP and the Assumed Plans. Time-based RSUs either vest on a straight-line basis over a range of two to four years, or cliff vest after a three to four year period. Performance-based RSUs cliff vest based upon reaching agreed upon three-year performance conditions. The number of outstanding performance-based RSUs as of March 31, 2015 stated below assumes the associated performance targets will be met at the maximum level. | ||||||||||||||||||||
The table below summarizes the number of time-based and performance-based RSUs that were granted and outstanding under both plans for the three months ended March 31, 2015: | ||||||||||||||||||||
LTIP Plan | Assumed Plans | |||||||||||||||||||
Number of Restricted Stock Units | Number of Restricted Stock Units | |||||||||||||||||||
Time-Based | Performance - Based | Weighted Average Grant Date Fair Value Per Unit | Time-Based | Performance - Based | Weighted Average Grant Date Fair Value Per Unit | |||||||||||||||
Granted | 297,764 | 478,652 | $ | 49.65 | 186,218 | 101,672 | $ | 49.65 | ||||||||||||
Outstanding | 741,044 | 1,104,620 | $ | 48.34 | 373,212 | 188,620 | $ | 48.04 | ||||||||||||
The table below summarizes the unrecognized compensation cost related to the outstanding RSUs at March 31, 2015. | ||||||||||||||||||||
Unrecognized Compensation Cost | Weighted Average Period | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
LTIP | $ | 64,874 | 2.55 | |||||||||||||||||
Assumed Plans | $ | 23,116 | 2.98 | |||||||||||||||||
Segment_Information
Segment Information | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Information | Segment Information | |||||||
The Company reports in two operating segments: PBM and HCIT. The Company evaluates segment performance based upon revenue and gross profit. Financial information by segment is presented below (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
PBM: | ||||||||
Revenue | $ | 5,941,613 | $ | 4,878,375 | ||||
Cost of revenue | 5,583,964 | 4,583,284 | ||||||
Gross profit | 357,649 | 295,091 | ||||||
Total assets at March 31 | 9,328,420 | 8,392,454 | ||||||
HCIT: | ||||||||
Revenue | 37,647 | 36,104 | ||||||
Cost of revenue | 16,542 | 16,533 | ||||||
Gross profit | 21,105 | $ | 19,571 | |||||
Total assets at March 31 | 129,951 | 402,019 | ||||||
Consolidated: | ||||||||
Revenue | 5,979,260 | 4,914,479 | ||||||
Cost of revenue | 5,600,506 | 4,599,817 | ||||||
Gross profit | 378,754 | 314,662 | ||||||
Total assets at March 31 | $ | 9,458,371 | $ | 8,794,473 | ||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The Company’s effective tax rate for the three months ended March 31, 2015 and 2014 was 30.6% and 26.7%, respectively. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions including Canada. With a few exceptions, the Company is no longer subject to tax examinations by tax authorities for years prior to 2010. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
In July 2014, the Company received a subpoena from the United States Attorney's Office for the District of Rhode Island, requesting documents and information concerning bona fide service fees and rebates received from certain pharmaceutical manufacturers in connection with certain drugs utilized under Part D of the Medicare program. The Company has been cooperating with the government and collecting documents in response to the subpoena. | |
Beeman, et al. v. Anthem Prescription Management, Inc., et al. A purported class action lawsuit was filed in February 2004 in the United States District Court for the Central District of California against a number of pharmacy benefit managers, including current subsidiaries of the Company, by several California pharmacies. Plaintiffs allege that defendants failed to comply with statutory obligations under California Civil Code Section 2527 to conduct studies of pharmacy dispensing fees and provide the results to third party payors in California, and seek money damages. Because the lawsuit was stayed by appeals, including a challenge to the constitutionality of the statute, for nearly its entire history and was remanded back to the District Court in 2014, it is still in its early stages. As of March 31, 2015, based on currently available information, the Company cannot reasonably estimate a potential impact in this matter. | |
Shareholder Litigation Related to the Acquisition. In April 2015, four purported shareholders of the Company filed four putative class action complaints in the Circuit Court of Cook County, Illinois, each on behalf of a purported class of shareholders. Each of the lawsuits names the Company, each of the Company's directors and UnitedHealth Group as defendants. The lawsuits allege, among other things, the Company’s directors breached their fiduciary duties by failing to take steps to ensure that the putative class members will obtain adequate and fair consideration under the circumstances. The lawsuits allege that UnitedHealth Group aided and abetted our directors’ breach of fiduciary duties. Based on these allegations, the lawsuits seek, among other relief, injunctive relief enjoining the proposed Acquisition or, in the alternative, damages in the event the Acquisition is consummated. These lawsuits are in a preliminary stage. | |
From time to time in connection with its operations, the Company is named as a defendant in actions for damages and costs allegedly sustained by third party plaintiffs. The Company has considered these proceedings and disputes in determining the necessity of any accruals for losses that are probable and reasonably estimable. In addition, various aspects of the Company’s business may subject it to litigation and liability for damages arising from errors in processing the pricing of prescription drug claims, failure to meet performance measures within certain contracts relating to its services performed, its ability to obtain certain levels of discounts or rebates on prescription purchases from retail pharmacies and drug manufacturers or other actions or omissions. The Company’s recorded accruals are based on estimates developed with consideration given to the potential merits of claims or quantification of any performance obligations. The Company takes into account its history of claims, the limitations of any insurance coverage, advice from outside counsel, and management’s strategy with regard to the settlement or defense of such claims and obligations. While the ultimate outcome of those claims, lawsuits or performance obligations cannot be predicted with certainty, the Company believes, based on its understanding of the facts of these claims and performance obligations, that adequate provisions have been recorded in the accounts where required. As of March 31, 2015, the Company did not have any material contingencies accrual related to lawsuits or allegations brought against the Company. |
Financial_Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments |
The Company is subject to interest rate risk related to the variable rate debt under the Credit Agreement. When interest rates increase, interest expense would also increase. Conversely, when interest rates decrease, interest expense would also decrease. | |
In order to manage fluctuations in cash flows resulting from interest rate risk attributable to changes in the benchmark interest rates used in the Credit Agreement, the Company entered into a 3-year interest rate swap agreement with a total notional amount of $500.0 million. The swap agreement fixed the variable LIBOR rate on the Company's Term Loan Facility to 0.52%, resulting in a current effective rate as of March 31, 2015 of 2.14% after taking into account the 1.63% margin per the Credit Agreement, as amended. Under the interest rate swap, the Company receives LIBOR-based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent to fixed-rate debt with respect to the notional amount of such swap agreements. This interest rate contract derivative instrument was designated as a cash flow hedge upon inception in August 2012 and it expires in August 2015. Hedge effectiveness is assessed by the Company on a quarterly basis. Based on the Company's assessment as of March 31, 2015, the Company concluded that the hedge is highly effective and thus hedge accounting is appropriate. | |
The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company does not enter into derivative instruments for any purpose other than hedging identified exposures. That is, the Company does not speculate using derivative instruments and has not designated any instruments as fair value hedges or hedges of the foreign currency exposure of a net investment in foreign operations. | |
The fair value of the interest rate swap liability as of March 31, 2015 was $0.8 million, and is included in other long-term liabilities on the consolidated balance sheet. Interest expense for the three months ended March 31, 2015 and March 31, 2014 includes $0.4 million of expense reclassified from other comprehensive income into current earnings, respectively. As of March 31, 2015, approximately $0.8 million of deferred expenses related to the derivative instruments accumulated in other comprehensive income is expected to be reclassified as interest expense during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions and assumes the current LIBOR rate will remain consistent. Fluctuations in the market LIBOR rate will have an impact on the amount of expense reclassified from accumulated other comprehensive income to interest expense, as well as the overall fair value of the derivative instrument. |
Fair_Value
Fair Value | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value | Fair Value | |||||||||||||||
Fair value measurement guidance defines a three-level hierarchy to prioritize the inputs to valuation techniques used to measure fair value into three broad levels, with Level 1 considered the most reliable. During the three months ended March 31, 2015, there were no movements of fair value measurements between Levels 1, 2 and 3. For assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets, the table below categorizes fair value measurements across the three levels as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||
March 31, 2015 | ||||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Derivative | $ | — | $ | 821 | $ | — | $ | 821 | ||||||||
December 31, 2014 | ||||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Derivative | $ | — | $ | 1,096 | $ | — | $ | 1,096 | ||||||||
When available and appropriate, the Company uses quoted market prices in active markets to determine fair value, and classifies such items within Level 1. Level 1 values only include instruments traded on a public exchange. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally from or corroborated by observable market data. If the Company were to use one or more significant unobservable inputs for a model-derived valuation, the resulting valuation would be classified in Level 3. | ||||||||||||||||
Derivatives | ||||||||||||||||
Derivative liabilities relate to the interest rate swap agreement (refer to Note 11 — Financial Instruments for further information), which had a fair value of $0.8 million as of March 31, 2015. As the fair value measurement for the derivative instrument is based on quoted prices from a financial institution, this measurement is classified as Level 2 measurement as defined by fair value measurements guidance. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Earnings Per Share [Abstract] | ||||||
Earnings Per Share | Earnings Per Share | |||||
The Company calculates basic EPS using the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the same method as basic EPS, but the Company adds the number of additional common shares that would have been outstanding for the period if the potential dilutive common shares had been issued. The following is the reconciliation between the number of weighted average shares used in the basic and diluted EPS calculations for the three months ended March 31, 2015 and 2014: | ||||||
Three Months Ended March 31, | ||||||
2015 | 2014 | |||||
Weighted average number of shares used in computing basic EPS | 207,641,523 | 206,525,188 | ||||
Add dilutive common stock equivalents: | ||||||
Outstanding stock options and restricted stock units (a) | 648,166 | 561,489 | ||||
Weighted average number of shares used in computing diluted EPS | 208,289,689 | 207,086,677 | ||||
(a) Excludes 1,486,626 and 1,389,283 common stock equivalents for the three months ended March 31, 2015 and 2014 because their effect was anti-dilutive. |
Concentration_Risk
Concentration Risk | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | Concentration Risk |
For the three months ended March 31, 2015 and 2014, one client accounted for 35% and 33% of total revenues, respectively. | |
At March 31, 2015, one client accounted for 25% of the outstanding accounts receivable balance. At December 31, 2014, one client accounted for 17% of the outstanding accounts receivable balance. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Statements | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information | |||||||||||||||||||
The Senior Notes issued by the Company are fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed by certain of our 100% owned subsidiaries. The following condensed consolidating financial information has been prepared in accordance with the requirements for presentation of such information (statements of comprehensive income were omitted as all other comprehensive income is attributed to the Company and was not material in any period presented). The condensed consolidating financial information presented below is not indicative of what the financial position, results of operations or cash flows would have been had each of the entities operated as an independent company during the period for various reasons, including, but not limited to, intercompany transactions and integration of systems. | ||||||||||||||||||||
The condensed consolidating financial information is presented separately for: | ||||||||||||||||||||
i. | Catamaran Corporation (the parent company), the issuer of the Senior Notes; | |||||||||||||||||||
ii. | Guarantor subsidiaries, on a combined basis, as specified in the indenture governing Catamaran's obligations under the Senior Notes; | |||||||||||||||||||
iii. | Non-guarantor subsidiaries, on a combined basis; | |||||||||||||||||||
iv. | Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Catamaran Corporation, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and | |||||||||||||||||||
v. | Catamaran Corporation and subsidiaries on a consolidated basis. | |||||||||||||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||||||||||
March 31, 2015 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 36,057 | $ | 683,546 | $ | 145,598 | $ | — | $ | 865,201 | ||||||||||
Accounts receivable, net | 4,010 | 1,323,025 | 329,088 | (286,927 | ) | 1,369,196 | ||||||||||||||
Rebates receivable | 9,652 | 823,696 | 152,144 | (149,356 | ) | 836,136 | ||||||||||||||
Other current assets | 120 | 144,676 | 69,467 | 12 | 214,275 | |||||||||||||||
Intercompany receivable | — | 534,122 | — | (534,122 | ) | — | ||||||||||||||
Total current assets | 49,839 | 3,509,065 | 696,297 | (970,393 | ) | 3,284,808 | ||||||||||||||
Property and equipment, net | 297 | 148,677 | 50,014 | — | 198,988 | |||||||||||||||
Goodwill | — | 4,689,522 | 234,143 | — | 4,923,665 | |||||||||||||||
Other intangible assets, net | — | 913,389 | 67,091 | — | 980,480 | |||||||||||||||
Intercompany loans receivable | 275,000 | — | — | (275,000 | ) | — | ||||||||||||||
Investment in subsidiaries | 6,471,100 | 553,491 | 71 | (7,024,662 | ) | — | ||||||||||||||
Other long-term assets | 12,895 | 43,474 | 21,987 | (7,926 | ) | 70,430 | ||||||||||||||
Total assets | $ | 6,809,131 | $ | 9,857,618 | $ | 1,069,603 | $ | (8,277,981 | ) | $ | 9,458,371 | |||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Accounts payable | $ | — | $ | 1,335,543 | $ | 4,162 | $ | (271,307 | ) | $ | 1,068,398 | |||||||||
Accrued expenses and other current liabilities | 4,452 | 233,059 | 41,418 | (6,545 | ) | 272,384 | ||||||||||||||
Rebates payable | — | 955,623 | 43,283 | (43,283 | ) | 955,623 | ||||||||||||||
Current portion - long-term debt | 87,500 | — | — | — | 87,500 | |||||||||||||||
Intercompany payable | 18,961 | — | 614,771 | (633,732 | ) | — | ||||||||||||||
Total current liabilities | 110,913 | 2,524,225 | 703,634 | (954,867 | ) | 2,383,905 | ||||||||||||||
Deferred income taxes | — | 268,288 | 1,548 | — | 269,836 | |||||||||||||||
Long-term debt | 1,327,744 | — | — | — | 1,327,744 | |||||||||||||||
Intercompany loans payable | — | 275,000 | — | (275,000 | ) | — | ||||||||||||||
Other long-term liabilities | 821 | 72,191 | 26,319 | — | 99,331 | |||||||||||||||
Total liabilities | 1,439,478 | 3,139,704 | 731,501 | (1,229,867 | ) | 4,080,816 | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||
Total shareholders' equity | 5,369,653 | 6,717,914 | 336,857 | (7,054,771 | ) | 5,369,653 | ||||||||||||||
Non-controlling interest | — | — | 1,245 | 6,657 | 7,902 | |||||||||||||||
Total equity | 5,369,653 | 6,717,914 | 338,102 | (7,048,114 | ) | 5,377,555 | ||||||||||||||
Total liabilities and equity | $ | 6,809,131 | $ | 9,857,618 | $ | 1,069,603 | $ | (8,277,981 | ) | $ | 9,458,371 | |||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 333,469 | $ | 648,903 | $ | 29,580 | $ | — | $ | 1,011,952 | ||||||||||
Accounts receivable, net | 304 | 1,217,675 | 166,937 | (130,580 | ) | 1,254,336 | ||||||||||||||
Rebates receivable | 10,710 | 851,929 | 155,719 | (154,534 | ) | 863,824 | ||||||||||||||
Other current assets | 99 | 166,858 | 52,478 | — | 219,435 | |||||||||||||||
Intercompany receivable | — | 675,551 | — | (675,551 | ) | — | ||||||||||||||
Total current assets | 344,582 | 3,560,916 | 404,714 | (960,665 | ) | 3,349,547 | ||||||||||||||
Property and equipment, net | 110 | 154,413 | 55,504 | — | 210,027 | |||||||||||||||
Goodwill | — | 4,689,522 | 35,117 | — | 4,724,639 | |||||||||||||||
Other intangible assets, net | — | 963,096 | 5,103 | — | 968,199 | |||||||||||||||
Investment in subsidiaries | 6,375,214 | 266,096 | 71 | (6,641,381 | ) | — | ||||||||||||||
Other long-term assets | 13,874 | 42,876 | 22,084 | (7,061 | ) | 71,773 | ||||||||||||||
Total assets | $ | 6,733,780 | $ | 9,676,919 | $ | 522,593 | $ | (7,609,107 | ) | $ | 9,324,185 | |||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Accounts payable | $ | 4 | $ | 1,079,598 | $ | 3,150 | $ | (114,961 | ) | $ | 967,791 | |||||||||
Accrued expenses and other current liabilities | 10,580 | 304,309 | 18,846 | (6,545 | ) | 327,190 | ||||||||||||||
Rebates payable | — | 967,733 | 42,932 | (42,932 | ) | 967,733 | ||||||||||||||
Current portion - long-term debt | 81,250 | — | — | — | 81,250 | |||||||||||||||
Intercompany payable | 23,898 | — | 626,434 | (650,332 | ) | — | ||||||||||||||
Total current liabilities | 115,732 | 2,351,640 | 691,362 | (814,770 | ) | 2,343,964 | ||||||||||||||
Deferred income taxes | — | 255,777 | 1,548 | — | 257,325 | |||||||||||||||
Long-term debt | 1,344,973 | — | — | — | 1,344,973 | |||||||||||||||
Other long-term liabilities | 1,096 | 71,475 | 26,245 | — | 98,816 | |||||||||||||||
Total liabilities | 1,461,801 | 2,678,892 | 719,155 | (814,770 | ) | 4,045,078 | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||
Total shareholders' equity | 5,271,979 | 6,998,027 | (197,807 | ) | (6,800,220 | ) | 5,271,979 | |||||||||||||
Non-controlling interest | — | — | 1,245 | 5,883 | 7,128 | |||||||||||||||
Total equity | 5,271,979 | 6,998,027 | (196,562 | ) | (6,794,337 | ) | 5,279,107 | |||||||||||||
Total liabilities and equity | $ | 6,733,780 | $ | 9,676,919 | $ | 522,593 | $ | (7,609,107 | ) | $ | 9,324,185 | |||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Statements of Operations | ||||||||||||||||||||
Three Months ended March 31, 2015 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Revenue | $ | 9,073 | $ | 5,628,573 | $ | 987,500 | $ | (645,886 | ) | $ | 5,979,260 | |||||||||
Cost of revenue | 7,555 | 5,332,626 | 903,543 | (643,218 | ) | 5,600,506 | ||||||||||||||
Gross profit | 1,518 | 295,947 | 83,957 | (2,668 | ) | 378,754 | ||||||||||||||
Expenses: | ||||||||||||||||||||
Selling, general and administrative | 723 | 117,802 | 35,510 | (2,668 | ) | 151,367 | ||||||||||||||
Depreciation of property and equipment | 18 | 13,903 | 1,887 | — | 15,808 | |||||||||||||||
Amortization of intangible assets | — | 49,707 | 2,912 | — | 52,619 | |||||||||||||||
741 | 181,412 | 40,309 | (2,668 | ) | 219,794 | |||||||||||||||
Operating income | 777 | 114,535 | 43,648 | — | 158,960 | |||||||||||||||
Interest and other expense, net | 9,969 | 4,612 | 914 | — | 15,495 | |||||||||||||||
Equity (income) in subsidiaries | (95,885 | ) | (16,796 | ) | — | 112,681 | — | |||||||||||||
Income before income taxes | 86,693 | 126,719 | 42,734 | (112,681 | ) | 143,465 | ||||||||||||||
Income tax expense | — | 30,834 | 13,077 | — | 43,911 | |||||||||||||||
Net income | 86,693 | 95,885 | 29,657 | (112,681 | ) | 99,554 | ||||||||||||||
Less net income attributable to non-controlling interest | — | — | — | 12,861 | 12,861 | |||||||||||||||
Net income attributable to the Company | $ | 86,693 | $ | 95,885 | $ | 29,657 | $ | (125,542 | ) | $ | 86,693 | |||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Statements of Operations | ||||||||||||||||||||
Three Months ended March 31, 2014 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Revenue | $ | 11,041 | $ | 4,776,699 | $ | 620,136 | $ | (493,397 | ) | $ | 4,914,479 | |||||||||
Cost of revenue | 9,594 | 4,532,630 | 550,990 | (493,397 | ) | 4,599,817 | ||||||||||||||
Gross profit | 1,447 | 244,069 | 69,146 | — | 314,662 | |||||||||||||||
Expenses: | ||||||||||||||||||||
Selling, general and administrative | 319 | 103,171 | 27,029 | — | 130,519 | |||||||||||||||
Depreciation of property and equipment | 9 | 11,259 | 1,100 | — | 12,368 | |||||||||||||||
Amortization of intangible assets | — | 54,229 | 757 | — | 54,986 | |||||||||||||||
328 | 168,659 | 28,886 | — | 197,873 | ||||||||||||||||
Operating income | 1,119 | 75,410 | 40,260 | — | 116,789 | |||||||||||||||
Interest and other expense, net | 9,966 | 872 | 498 | — | 11,336 | |||||||||||||||
Equity (income) in subsidiaries | (72,292 | ) | (15,126 | ) | — | 87,418 | — | |||||||||||||
Income before income taxes | 63,445 | 89,664 | 39,762 | (87,418 | ) | 105,453 | ||||||||||||||
Income tax expense | — | 17,372 | 10,736 | — | 28,108 | |||||||||||||||
Net income | 63,445 | 72,292 | 29,026 | (87,418 | ) | 77,345 | ||||||||||||||
Less net income attributable to non-controlling interest | — | — | — | 13,900 | 13,900 | |||||||||||||||
Net income attributable to the Company | $ | 63,445 | $ | 72,292 | $ | 29,026 | $ | (101,318 | ) | $ | 63,445 | |||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||||||||||||||
Three Months ended March 31, 2015 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided (used) by operating activities | $ | 48,431 | $ | 329,792 | $ | (114,184 | ) | $ | (117,357 | ) | $ | 146,682 | ||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisitions, net of cash acquired | — | — | (261,668 | ) | — | (261,668 | ) | |||||||||||||
Purchases of property and equipment | (224 | ) | (7,660 | ) | (1,256 | ) | — | (9,140 | ) | |||||||||||
Net cash used by investing activities | (224 | ) | (7,660 | ) | (262,924 | ) | — | (270,808 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayment of long-term debt | (12,500 | ) | — | — | — | (12,500 | ) | |||||||||||||
Proceeds from exercise of options | 40 | (12 | ) | — | — | 28 | ||||||||||||||
Tax benefit on option exercises | — | 1,916 | — | — | 1,916 | |||||||||||||||
Net transactions with parent and affiliates | (358,555 | ) | (264,464 | ) | 493,575 | 129,444 | — | |||||||||||||
Distributions to non-controlling interest | — | — | — | (12,087 | ) | (12,087 | ) | |||||||||||||
Proceeds from restricted stock | 25,350 | (24,901 | ) | (449 | ) | — | — | |||||||||||||
Other | — | (28 | ) | — | — | (28 | ) | |||||||||||||
Net cash (used) provided by financing activities | (345,665 | ) | (287,489 | ) | 493,126 | 117,357 | (22,671 | ) | ||||||||||||
Effect of foreign exchange on cash balances | 46 | — | — | — | 46 | |||||||||||||||
Change in cash and cash equivalents | (297,412 | ) | 34,643 | 116,018 | — | (146,751 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 333,469 | 648,903 | 29,580 | — | 1,011,952 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 36,057 | $ | 683,546 | $ | 145,598 | $ | — | $ | 865,201 | ||||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||||||||||||||
Three Months ended March 31, 2014 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided (used) by operating activities | $ | 46,037 | $ | 465,289 | $ | (300,816 | ) | $ | (74,834 | ) | $ | 135,676 | ||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisitions, net of cash acquired | — | (2,026 | ) | — | — | (2,026 | ) | |||||||||||||
Purchases of property and equipment | (13 | ) | 1,942 | (14,711 | ) | — | (12,782 | ) | ||||||||||||
Net cash used by investing activities | (13 | ) | (84 | ) | (14,711 | ) | — | (14,808 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from issuance of debt | 492,500 | — | — | — | 492,500 | |||||||||||||||
Repayment of long-term debt | (306,250 | ) | — | — | — | (306,250 | ) | |||||||||||||
Payment of financing costs | (955 | ) | — | — | — | (955 | ) | |||||||||||||
Proceeds from exercise of options | 5,070 | (1,503 | ) | — | — | 3,567 | ||||||||||||||
Tax benefit on option exercises | — | 2,692 | — | — | 2,692 | |||||||||||||||
Net transactions with parent and affiliates | (68,426 | ) | (333,956 | ) | 312,548 | 89,834 | — | |||||||||||||
Distributions to non-controlling interest | — | — | — | (15,000 | ) | (15,000 | ) | |||||||||||||
Proceeds from restricted stock | 18,183 | (17,830 | ) | (353 | ) | — | — | |||||||||||||
Net cash (used) provided by financing activities | 140,122 | (350,597 | ) | 312,195 | 74,834 | 176,554 | ||||||||||||||
Effect of foreign exchange on cash balances | 52 | — | — | — | 52 | |||||||||||||||
Change in cash and cash equivalents | 186,198 | 114,608 | (3,332 | ) | — | 297,474 | ||||||||||||||
Cash and cash equivalents, beginning of period | 15,090 | 362,647 | 9,504 | — | 387,241 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 201,288 | $ | 477,255 | $ | 6,172 | $ | — | $ | 684,715 | ||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation: |
The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the Securities and Exchange Commission’s (“SEC”) rules and regulations for reporting on Form 10-Q, and following accounting policies consistent with the Company’s audited annual consolidated financial statements for the year ended December 31, 2014. The unaudited consolidated financial statements of the Company include its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated in consolidation. Amounts in the unaudited consolidated financial statements and notes thereto are expressed in U.S. dollars, except where indicated. The financial information included herein reflects all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. Certain reclassifications have been made to conform the prior year's consolidated financial statements to the current year's presentation. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. As of the issuance date of the Company’s financial statements, the Company has assessed whether subsequent events have occurred that require adjustment to or disclosure in these unaudited consolidated financial statements in accordance with Financial Accounting Standards Board’s (“FASB”) guidance. | |
Pursuant to the SEC rules and regulations for reporting on Form 10-Q, certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or excluded. As a result, these unaudited consolidated financial statements do not contain all the disclosures required to be included in the annual consolidated financial statements and should be read in conjunction with the most recent audited annual consolidated financial statements and notes thereto described in our Annual Report on Form 10-K for the year ended December 31, 2014. | |
Use of estimates | Use of estimates: |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, rebates, purchase price allocation and contingent consideration in connection with acquisitions, valuation of property and equipment, valuation of intangible assets acquired and related amortization periods, impairment of goodwill, income tax uncertainties, contingencies and valuation allowances for receivables and income taxes. Actual results could differ from those estimates. |
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Schedule of Business Acquisitions, by Acquisition | ||||||||||||
Purchase Price (in thousands): | Amount | |||||||||||
Cash paid at closing | $ | 270,599 | ||||||||||
Preliminary post-closing adjustments | 9,485 | |||||||||||
Total purchase price | $ | 280,084 | ||||||||||
Unaudited pro forma results of operations | Unaudited pro forma results of operations are as follows (in thousands, except share and per share amounts): | |||||||||||
Three Months Ended March 31, 2014 | ||||||||||||
Revenue | $ | 5,041,057 | ||||||||||
Gross profit | $ | 324,950 | ||||||||||
Net income attributable to the Company | $ | 66,624 | ||||||||||
Earnings per share attributable to the Company: | ||||||||||||
Basic | $ | 0.32 | ||||||||||
Diluted | $ | 0.32 | ||||||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 206,525,188 | |||||||||||
Diluted | 207,086,677 | |||||||||||
Salveo Specialty Pharmacy, Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Schedule of fair values assigned to assets acquired and liabilities assumed at the acquisition date | The following summarizes the preliminary fair values assigned to the assets acquired and liabilities assumed at the acquisition date and are subject to change as the valuation processes for intangible assets, rebates, and pharmacy related receivables and payables are not complete. Final determination of the fair values may result in further adjustments to the amounts presented below (in thousands): | |||||||||||
Initial Amounts Recognized at Acquisition Date | ||||||||||||
Cash | $ | 8,931 | ||||||||||
Accounts receivable | 32,622 | |||||||||||
Inventory | 9,421 | |||||||||||
Other current assets | 10,919 | |||||||||||
Total current assets | 61,893 | |||||||||||
Intangible assets | 64,900 | |||||||||||
Goodwill | 199,026 | |||||||||||
Other long term assets | 972 | |||||||||||
Total assets acquired | 326,791 | |||||||||||
Accounts payable | 28,656 | |||||||||||
Accrued liabilities | 840 | |||||||||||
Total current liabilities | 29,496 | |||||||||||
Deferred income taxes | 17,211 | |||||||||||
Total liabilities assumed | 46,707 | |||||||||||
Net assets acquired | $ | 280,084 | ||||||||||
Schedule of estimated fair values and useful lives of intangible assets acquired | The estimated fair values and useful lives of intangible assets acquired are as follows (dollars in thousands): | |||||||||||
Fair Value | Useful Life | |||||||||||
Trademarks/Trade names | $ | 26,500 | 10 years | |||||||||
Customer relationships | 37,100 | 5 years | ||||||||||
Non-compete agreements | 1,000 | 5 years | ||||||||||
License | 300 | 1 year | ||||||||||
Total | $ | 64,900 | ||||||||||
Restat [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Schedule of fair values assigned to assets acquired and liabilities assumed at the acquisition date | The following summarizes the fair values assigned to the assets acquired and liabilities assumed at the acquisition date (in thousands): | |||||||||||
Initial Amounts Recognized at Acquisition Date (a) | Measurement Period Adjustments (b) | Current Amounts Recognized at Acquisition Date | ||||||||||
Accounts receivable | $ | 13,842 | $ | — | $ | 13,842 | ||||||
Rebates receivable | 6,635 | (254 | ) | 6,381 | ||||||||
Other current assets | 383 | — | 383 | |||||||||
Total current assets | 20,860 | (254 | ) | 20,606 | ||||||||
Property and equipment | 1,263 | — | 1,263 | |||||||||
Intangible assets | 182,720 | — | 182,720 | |||||||||
Goodwill | 223,474 | 4,364 | 227,838 | |||||||||
Total assets acquired | 428,317 | 4,110 | 432,427 | |||||||||
Accounts payable | 22,370 | — | 22,370 | |||||||||
Rebates payable | 16,106 | — | 16,106 | |||||||||
Accrued liabilities | 7,231 | — | 7,231 | |||||||||
Other long-term liabilities | — | 2,084 | 2,084 | |||||||||
Total liabilities assumed | 45,707 | 2,084 | 47,791 | |||||||||
Net assets acquired | $ | 382,610 | $ | 2,026 | $ | 384,636 | ||||||
(a) As previously reported in the Company's Form 10-K for the period ended December 31, 2013. | ||||||||||||
(b) These measurement period adjustments were recorded through June 30, 2014 to reflect an additional $2.0 million paid to former Restat owners for working capital reconciliation as well as changes in the estimated fair values of the associated assets acquired and liabilities assumed based on factors existing as of the acquisition date. | ||||||||||||
Schedule of estimated fair values and useful lives of intangible assets acquired | The estimated fair values and useful lives of intangible assets acquired are as follows (dollars in thousands): | |||||||||||
Fair Value | Useful Life | |||||||||||
Customer relationships - PBM | $ | 143,200 | 10 years | |||||||||
Customer relationships - cash card | 35,500 | 3 years | ||||||||||
Trademarks/Trade names | 1,000 | 1 year | ||||||||||
Non-compete agreements | 3,020 | 5 years | ||||||||||
Total | $ | 182,720 | ||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Changes in carrying amounts of goodwill by reportable segments | The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2015 are as follows (in thousands): | |||||||||||||||||||||||
PBM | HCIT | Total | ||||||||||||||||||||||
Balance at December 31, 2014 | $ | 4,704,974 | $ | 19,665 | $ | 4,724,639 | ||||||||||||||||||
Acquisition (a) | 199,026 | — | 199,026 | |||||||||||||||||||||
Balance at March 31, 2015 | $ | 4,904,000 | $ | 19,665 | $ | 4,923,665 | ||||||||||||||||||
(a) | Initial goodwill recorded in connection with the acquisition of Salveo in January 2015. | |||||||||||||||||||||||
Components of intangible assets | Definite-lived intangible assets are amortized over the useful lives of the related assets. The components of intangible assets were as follows (in thousands): | |||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||
Customer relationships | $ | 1,552,022 | $ | 603,064 | $ | 948,958 | $ | 1,527,722 | $ | 564,623 | $ | 963,099 | ||||||||||||
Non-compete agreements | 11,920 | 7,044 | 4,876 | 11,920 | 7,435 | 4,485 | ||||||||||||||||||
Other intangible assets | 28,100 | 1,454 | 26,646 | 3,060 | 2,445 | 615 | ||||||||||||||||||
Total | $ | 1,592,042 | $ | 611,562 | $ | 980,480 | $ | 1,542,702 | $ | 574,503 | $ | 968,199 | ||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Components of long-term debt | The following table sets forth the components of the Company's long-term debt, net of unamortized debt discounts as of March 31, 2015 and December 31, 2014 (in thousands). | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Senior secured term loan facility due June 1, 2018 with an interest rate of 1.81% at March 31, 2015 and December 31, 2014. | $ | 921,628 | $ | 932,875 | ||||
4.75% Senior Notes due 2021 | 493,616 | 493,348 | ||||||
Less current maturities | (87,500 | ) | (81,250 | ) | ||||
Long-term debt | $ | 1,327,744 | $ | 1,344,973 | ||||
Schedule of maturities of principal amounts outstanding under Revolving Facility | Principal amounts outstanding under the Revolving Facility are due and payable in full on June 1, 2018. Principal repayments on the Term Loan Facility will be due as follows (in thousands): | |||||||
Year | Amount due | |||||||
2015 | $ | 68,750 | ||||||
2016 | 93,750 | |||||||
2017 | 118,750 | |||||||
2018 | 656,250 | |||||||
Total | $ | 937,500 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||
Schedule of fair value assumptions | The Black-Scholes option-pricing model was used to estimate the fair value of the stock options issued in each period at the grant date. Below is a summary of options granted and the assumptions utilized to derive fair value of the stock options under the Black-Scholes option-pricing model: | |||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Total stock options granted | 362,718 | 412,724 | ||||||||||||||||||
Volatility | 36.3 | % | 38.7-39.2% | |||||||||||||||||
Risk-free interest rate | 1.6 | % | 1.54-1.73% | |||||||||||||||||
Expected life (in years) | 4.5 | 4.5 | ||||||||||||||||||
Dividend yield | — | — | ||||||||||||||||||
Weighted-average grant date fair value | $16.16 | $ | 15.51 | |||||||||||||||||
Schedule of stock option activity | The table below summarizes the stock options outstanding as of March 31, 2015 under both plans. | |||||||||||||||||||
Options Outstanding | Weighted Average Exercise Price | Unrecognized Compensation Cost | Weighted Average Period | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
LTIP | 1,607,935 | $ | 38.73 | $ | 11,555 | 2.89 | ||||||||||||||
Assumed Plans | 198,491 | $ | 47.54 | $ | 2,389 | 3.25 | ||||||||||||||
Schedule of restricted stock units activity | The table below summarizes the number of time-based and performance-based RSUs that were granted and outstanding under both plans for the three months ended March 31, 2015: | |||||||||||||||||||
LTIP Plan | Assumed Plans | |||||||||||||||||||
Number of Restricted Stock Units | Number of Restricted Stock Units | |||||||||||||||||||
Time-Based | Performance - Based | Weighted Average Grant Date Fair Value Per Unit | Time-Based | Performance - Based | Weighted Average Grant Date Fair Value Per Unit | |||||||||||||||
Granted | 297,764 | 478,652 | $ | 49.65 | 186,218 | 101,672 | $ | 49.65 | ||||||||||||
Outstanding | 741,044 | 1,104,620 | $ | 48.34 | 373,212 | 188,620 | $ | 48.04 | ||||||||||||
Schedule of unrecognized compensation expenses | The table below summarizes the unrecognized compensation cost related to the outstanding RSUs at March 31, 2015. | |||||||||||||||||||
Unrecognized Compensation Cost | Weighted Average Period | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
LTIP | $ | 64,874 | 2.55 | |||||||||||||||||
Assumed Plans | $ | 23,116 | 2.98 | |||||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of financial information by segment | The Company reports in two operating segments: PBM and HCIT. The Company evaluates segment performance based upon revenue and gross profit. Financial information by segment is presented below (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
PBM: | ||||||||
Revenue | $ | 5,941,613 | $ | 4,878,375 | ||||
Cost of revenue | 5,583,964 | 4,583,284 | ||||||
Gross profit | 357,649 | 295,091 | ||||||
Total assets at March 31 | 9,328,420 | 8,392,454 | ||||||
HCIT: | ||||||||
Revenue | 37,647 | 36,104 | ||||||
Cost of revenue | 16,542 | 16,533 | ||||||
Gross profit | 21,105 | $ | 19,571 | |||||
Total assets at March 31 | 129,951 | 402,019 | ||||||
Consolidated: | ||||||||
Revenue | 5,979,260 | 4,914,479 | ||||||
Cost of revenue | 5,600,506 | 4,599,817 | ||||||
Gross profit | 378,754 | 314,662 | ||||||
Total assets at March 31 | $ | 9,458,371 | $ | 8,794,473 | ||||
Fair_Value_Tables
Fair Value (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of fair value measurements | For assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets, the table below categorizes fair value measurements across the three levels as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||
March 31, 2015 | ||||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Derivative | $ | — | $ | 821 | $ | — | $ | 821 | ||||||||
December 31, 2014 | ||||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Derivative | $ | — | $ | 1,096 | $ | — | $ | 1,096 | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Earnings Per Share [Abstract] | ||||||
Schedule of weighted average number of shares | The following is the reconciliation between the number of weighted average shares used in the basic and diluted EPS calculations for the three months ended March 31, 2015 and 2014: | |||||
Three Months Ended March 31, | ||||||
2015 | 2014 | |||||
Weighted average number of shares used in computing basic EPS | 207,641,523 | 206,525,188 | ||||
Add dilutive common stock equivalents: | ||||||
Outstanding stock options and restricted stock units (a) | 648,166 | 561,489 | ||||
Weighted average number of shares used in computing diluted EPS | 208,289,689 | 207,086,677 | ||||
(a) Excludes 1,486,626 and 1,389,283 common stock equivalents for the three months ended March 31, 2015 and 2014 because their effect was anti-dilutive. |
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Statements (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||
Summary of condensed balance sheets | CATAMARAN CORPORATION | |||||||||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||||||||||
March 31, 2015 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 36,057 | $ | 683,546 | $ | 145,598 | $ | — | $ | 865,201 | ||||||||||
Accounts receivable, net | 4,010 | 1,323,025 | 329,088 | (286,927 | ) | 1,369,196 | ||||||||||||||
Rebates receivable | 9,652 | 823,696 | 152,144 | (149,356 | ) | 836,136 | ||||||||||||||
Other current assets | 120 | 144,676 | 69,467 | 12 | 214,275 | |||||||||||||||
Intercompany receivable | — | 534,122 | — | (534,122 | ) | — | ||||||||||||||
Total current assets | 49,839 | 3,509,065 | 696,297 | (970,393 | ) | 3,284,808 | ||||||||||||||
Property and equipment, net | 297 | 148,677 | 50,014 | — | 198,988 | |||||||||||||||
Goodwill | — | 4,689,522 | 234,143 | — | 4,923,665 | |||||||||||||||
Other intangible assets, net | — | 913,389 | 67,091 | — | 980,480 | |||||||||||||||
Intercompany loans receivable | 275,000 | — | — | (275,000 | ) | — | ||||||||||||||
Investment in subsidiaries | 6,471,100 | 553,491 | 71 | (7,024,662 | ) | — | ||||||||||||||
Other long-term assets | 12,895 | 43,474 | 21,987 | (7,926 | ) | 70,430 | ||||||||||||||
Total assets | $ | 6,809,131 | $ | 9,857,618 | $ | 1,069,603 | $ | (8,277,981 | ) | $ | 9,458,371 | |||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Accounts payable | $ | — | $ | 1,335,543 | $ | 4,162 | $ | (271,307 | ) | $ | 1,068,398 | |||||||||
Accrued expenses and other current liabilities | 4,452 | 233,059 | 41,418 | (6,545 | ) | 272,384 | ||||||||||||||
Rebates payable | — | 955,623 | 43,283 | (43,283 | ) | 955,623 | ||||||||||||||
Current portion - long-term debt | 87,500 | — | — | — | 87,500 | |||||||||||||||
Intercompany payable | 18,961 | — | 614,771 | (633,732 | ) | — | ||||||||||||||
Total current liabilities | 110,913 | 2,524,225 | 703,634 | (954,867 | ) | 2,383,905 | ||||||||||||||
Deferred income taxes | — | 268,288 | 1,548 | — | 269,836 | |||||||||||||||
Long-term debt | 1,327,744 | — | — | — | 1,327,744 | |||||||||||||||
Intercompany loans payable | — | 275,000 | — | (275,000 | ) | — | ||||||||||||||
Other long-term liabilities | 821 | 72,191 | 26,319 | — | 99,331 | |||||||||||||||
Total liabilities | 1,439,478 | 3,139,704 | 731,501 | (1,229,867 | ) | 4,080,816 | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||
Total shareholders' equity | 5,369,653 | 6,717,914 | 336,857 | (7,054,771 | ) | 5,369,653 | ||||||||||||||
Non-controlling interest | — | — | 1,245 | 6,657 | 7,902 | |||||||||||||||
Total equity | 5,369,653 | 6,717,914 | 338,102 | (7,048,114 | ) | 5,377,555 | ||||||||||||||
Total liabilities and equity | $ | 6,809,131 | $ | 9,857,618 | $ | 1,069,603 | $ | (8,277,981 | ) | $ | 9,458,371 | |||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Balance Sheets | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 333,469 | $ | 648,903 | $ | 29,580 | $ | — | $ | 1,011,952 | ||||||||||
Accounts receivable, net | 304 | 1,217,675 | 166,937 | (130,580 | ) | 1,254,336 | ||||||||||||||
Rebates receivable | 10,710 | 851,929 | 155,719 | (154,534 | ) | 863,824 | ||||||||||||||
Other current assets | 99 | 166,858 | 52,478 | — | 219,435 | |||||||||||||||
Intercompany receivable | — | 675,551 | — | (675,551 | ) | — | ||||||||||||||
Total current assets | 344,582 | 3,560,916 | 404,714 | (960,665 | ) | 3,349,547 | ||||||||||||||
Property and equipment, net | 110 | 154,413 | 55,504 | — | 210,027 | |||||||||||||||
Goodwill | — | 4,689,522 | 35,117 | — | 4,724,639 | |||||||||||||||
Other intangible assets, net | — | 963,096 | 5,103 | — | 968,199 | |||||||||||||||
Investment in subsidiaries | 6,375,214 | 266,096 | 71 | (6,641,381 | ) | — | ||||||||||||||
Other long-term assets | 13,874 | 42,876 | 22,084 | (7,061 | ) | 71,773 | ||||||||||||||
Total assets | $ | 6,733,780 | $ | 9,676,919 | $ | 522,593 | $ | (7,609,107 | ) | $ | 9,324,185 | |||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Accounts payable | $ | 4 | $ | 1,079,598 | $ | 3,150 | $ | (114,961 | ) | $ | 967,791 | |||||||||
Accrued expenses and other current liabilities | 10,580 | 304,309 | 18,846 | (6,545 | ) | 327,190 | ||||||||||||||
Rebates payable | — | 967,733 | 42,932 | (42,932 | ) | 967,733 | ||||||||||||||
Current portion - long-term debt | 81,250 | — | — | — | 81,250 | |||||||||||||||
Intercompany payable | 23,898 | — | 626,434 | (650,332 | ) | — | ||||||||||||||
Total current liabilities | 115,732 | 2,351,640 | 691,362 | (814,770 | ) | 2,343,964 | ||||||||||||||
Deferred income taxes | — | 255,777 | 1,548 | — | 257,325 | |||||||||||||||
Long-term debt | 1,344,973 | — | — | — | 1,344,973 | |||||||||||||||
Other long-term liabilities | 1,096 | 71,475 | 26,245 | — | 98,816 | |||||||||||||||
Total liabilities | 1,461,801 | 2,678,892 | 719,155 | (814,770 | ) | 4,045,078 | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||
Total shareholders' equity | 5,271,979 | 6,998,027 | (197,807 | ) | (6,800,220 | ) | 5,271,979 | |||||||||||||
Non-controlling interest | — | — | 1,245 | 5,883 | 7,128 | |||||||||||||||
Total equity | 5,271,979 | 6,998,027 | (196,562 | ) | (6,794,337 | ) | 5,279,107 | |||||||||||||
Total liabilities and equity | $ | 6,733,780 | $ | 9,676,919 | $ | 522,593 | $ | (7,609,107 | ) | $ | 9,324,185 | |||||||||
Summary of condensed income statements | CATAMARAN CORPORATION | |||||||||||||||||||
Condensed Consolidated Statements of Operations | ||||||||||||||||||||
Three Months ended March 31, 2015 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Revenue | $ | 9,073 | $ | 5,628,573 | $ | 987,500 | $ | (645,886 | ) | $ | 5,979,260 | |||||||||
Cost of revenue | 7,555 | 5,332,626 | 903,543 | (643,218 | ) | 5,600,506 | ||||||||||||||
Gross profit | 1,518 | 295,947 | 83,957 | (2,668 | ) | 378,754 | ||||||||||||||
Expenses: | ||||||||||||||||||||
Selling, general and administrative | 723 | 117,802 | 35,510 | (2,668 | ) | 151,367 | ||||||||||||||
Depreciation of property and equipment | 18 | 13,903 | 1,887 | — | 15,808 | |||||||||||||||
Amortization of intangible assets | — | 49,707 | 2,912 | — | 52,619 | |||||||||||||||
741 | 181,412 | 40,309 | (2,668 | ) | 219,794 | |||||||||||||||
Operating income | 777 | 114,535 | 43,648 | — | 158,960 | |||||||||||||||
Interest and other expense, net | 9,969 | 4,612 | 914 | — | 15,495 | |||||||||||||||
Equity (income) in subsidiaries | (95,885 | ) | (16,796 | ) | — | 112,681 | — | |||||||||||||
Income before income taxes | 86,693 | 126,719 | 42,734 | (112,681 | ) | 143,465 | ||||||||||||||
Income tax expense | — | 30,834 | 13,077 | — | 43,911 | |||||||||||||||
Net income | 86,693 | 95,885 | 29,657 | (112,681 | ) | 99,554 | ||||||||||||||
Less net income attributable to non-controlling interest | — | — | — | 12,861 | 12,861 | |||||||||||||||
Net income attributable to the Company | $ | 86,693 | $ | 95,885 | $ | 29,657 | $ | (125,542 | ) | $ | 86,693 | |||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Statements of Operations | ||||||||||||||||||||
Three Months ended March 31, 2014 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Revenue | $ | 11,041 | $ | 4,776,699 | $ | 620,136 | $ | (493,397 | ) | $ | 4,914,479 | |||||||||
Cost of revenue | 9,594 | 4,532,630 | 550,990 | (493,397 | ) | 4,599,817 | ||||||||||||||
Gross profit | 1,447 | 244,069 | 69,146 | — | 314,662 | |||||||||||||||
Expenses: | ||||||||||||||||||||
Selling, general and administrative | 319 | 103,171 | 27,029 | — | 130,519 | |||||||||||||||
Depreciation of property and equipment | 9 | 11,259 | 1,100 | — | 12,368 | |||||||||||||||
Amortization of intangible assets | — | 54,229 | 757 | — | 54,986 | |||||||||||||||
328 | 168,659 | 28,886 | — | 197,873 | ||||||||||||||||
Operating income | 1,119 | 75,410 | 40,260 | — | 116,789 | |||||||||||||||
Interest and other expense, net | 9,966 | 872 | 498 | — | 11,336 | |||||||||||||||
Equity (income) in subsidiaries | (72,292 | ) | (15,126 | ) | — | 87,418 | — | |||||||||||||
Income before income taxes | 63,445 | 89,664 | 39,762 | (87,418 | ) | 105,453 | ||||||||||||||
Income tax expense | — | 17,372 | 10,736 | — | 28,108 | |||||||||||||||
Net income | 63,445 | 72,292 | 29,026 | (87,418 | ) | 77,345 | ||||||||||||||
Less net income attributable to non-controlling interest | — | — | — | 13,900 | 13,900 | |||||||||||||||
Net income attributable to the Company | $ | 63,445 | $ | 72,292 | $ | 29,026 | $ | (101,318 | ) | $ | 63,445 | |||||||||
Summary of condensed cash flow statements | CATAMARAN CORPORATION | |||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||||||||||||||
Three Months ended March 31, 2015 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided (used) by operating activities | $ | 48,431 | $ | 329,792 | $ | (114,184 | ) | $ | (117,357 | ) | $ | 146,682 | ||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisitions, net of cash acquired | — | — | (261,668 | ) | — | (261,668 | ) | |||||||||||||
Purchases of property and equipment | (224 | ) | (7,660 | ) | (1,256 | ) | — | (9,140 | ) | |||||||||||
Net cash used by investing activities | (224 | ) | (7,660 | ) | (262,924 | ) | — | (270,808 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayment of long-term debt | (12,500 | ) | — | — | — | (12,500 | ) | |||||||||||||
Proceeds from exercise of options | 40 | (12 | ) | — | — | 28 | ||||||||||||||
Tax benefit on option exercises | — | 1,916 | — | — | 1,916 | |||||||||||||||
Net transactions with parent and affiliates | (358,555 | ) | (264,464 | ) | 493,575 | 129,444 | — | |||||||||||||
Distributions to non-controlling interest | — | — | — | (12,087 | ) | (12,087 | ) | |||||||||||||
Proceeds from restricted stock | 25,350 | (24,901 | ) | (449 | ) | — | — | |||||||||||||
Other | — | (28 | ) | — | — | (28 | ) | |||||||||||||
Net cash (used) provided by financing activities | (345,665 | ) | (287,489 | ) | 493,126 | 117,357 | (22,671 | ) | ||||||||||||
Effect of foreign exchange on cash balances | 46 | — | — | — | 46 | |||||||||||||||
Change in cash and cash equivalents | (297,412 | ) | 34,643 | 116,018 | — | (146,751 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 333,469 | 648,903 | 29,580 | — | 1,011,952 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 36,057 | $ | 683,546 | $ | 145,598 | $ | — | $ | 865,201 | ||||||||||
CATAMARAN CORPORATION | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||||||||||||||
Three Months ended March 31, 2014 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Catamaran Corporation | Guarantors | Non-Guarantors | Consolidations | Consolidated | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided (used) by operating activities | $ | 46,037 | $ | 465,289 | $ | (300,816 | ) | $ | (74,834 | ) | $ | 135,676 | ||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisitions, net of cash acquired | — | (2,026 | ) | — | — | (2,026 | ) | |||||||||||||
Purchases of property and equipment | (13 | ) | 1,942 | (14,711 | ) | — | (12,782 | ) | ||||||||||||
Net cash used by investing activities | (13 | ) | (84 | ) | (14,711 | ) | — | (14,808 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from issuance of debt | 492,500 | — | — | — | 492,500 | |||||||||||||||
Repayment of long-term debt | (306,250 | ) | — | — | — | (306,250 | ) | |||||||||||||
Payment of financing costs | (955 | ) | — | — | — | (955 | ) | |||||||||||||
Proceeds from exercise of options | 5,070 | (1,503 | ) | — | — | 3,567 | ||||||||||||||
Tax benefit on option exercises | — | 2,692 | — | — | 2,692 | |||||||||||||||
Net transactions with parent and affiliates | (68,426 | ) | (333,956 | ) | 312,548 | 89,834 | — | |||||||||||||
Distributions to non-controlling interest | — | — | — | (15,000 | ) | (15,000 | ) | |||||||||||||
Proceeds from restricted stock | 18,183 | (17,830 | ) | (353 | ) | — | — | |||||||||||||
Net cash (used) provided by financing activities | 140,122 | (350,597 | ) | 312,195 | 74,834 | 176,554 | ||||||||||||||
Effect of foreign exchange on cash balances | 52 | — | — | — | 52 | |||||||||||||||
Change in cash and cash equivalents | 186,198 | 114,608 | (3,332 | ) | — | 297,474 | ||||||||||||||
Cash and cash equivalents, beginning of period | 15,090 | 362,647 | 9,504 | — | 387,241 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 201,288 | $ | 477,255 | $ | 6,172 | $ | — | $ | 684,715 | ||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Details) (USD $) | 0 Months Ended |
Mar. 29, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash payment to shareholders of common stock at acquisition | $61.50 |
Business_Combinations_Salveo_S
Business Combinations - Salveo Specialty Pharmacy Acquisiton (Details) (USD $) | 0 Months Ended | ||
Jan. 02, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $4,923,665,000 | $4,724,639,000 | |
Salveo Specialty Pharmacy, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | 270,599,000 | ||
Preliminary post-closing adjustments | 9,485,000 | ||
Purchase price | 280,084,000 | ||
Cash | 8,931,000 | ||
Accounts receivable | 32,622,000 | ||
Inventory | 9,421,000 | ||
Other current assets | 10,919,000 | ||
Total current assets | 61,893,000 | ||
Intangible assets | 64,900,000 | ||
Goodwill | 199,026,000 | ||
Other long term assets | 972,000 | ||
Total assets acquired | 326,791,000 | ||
Accounts payable | 28,656,000 | ||
Accrued liabilities | 840,000 | ||
Total current liabilities | 29,496,000 | ||
Deferred income taxes | 17,211,000 | ||
Total liabilities assumed | 46,707,000 | ||
Net assets acquired | 280,084,000 | ||
Trademarks and Trade Names [Member] | Salveo Specialty Pharmacy, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 26,500,000 | ||
Acquired intangible assets, useful life | 10 years | ||
Customer relationships [Member] | Salveo Specialty Pharmacy, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 37,100,000 | ||
Acquired intangible assets, useful life | 5 years | ||
Non-compete agreements [Member] | Salveo Specialty Pharmacy, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,000,000 | ||
Acquired intangible assets, useful life | 5 years | ||
License [Member] | Salveo Specialty Pharmacy, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $300,000 | ||
Acquired intangible assets, useful life | 1 year |
Business_Combinations_Salveo_S1
Business Combinations - Salveo Specialty Pharmacy Acquisition - Additional Information (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 02, 2015 | |
Business Acquisition [Line Items] | |||
Revenue | $5,979,260,000 | $4,914,479,000 | |
Amortization of intangible assets | 52,619,000 | 54,986,000 | |
Future amortization expense, remainder of 2015 | 151,500,000 | ||
Salveo Specialty Pharmacy, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Stated purchase price | 260,000,000 | ||
Revenue | 157,800,000 | ||
Goodwill expected to be tax deductible | 199,000,000 | ||
Amortization of intangible assets | 2,500,000 | ||
Future amortization expense, remainder of 2015 | $10,000,000 |
Business_Combinations_Restat_A
Business Combinations - Restat Acquisition (Details) (USD $) | 0 Months Ended | 6 Months Ended | ||||
Oct. 01, 2013 | Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Goodwill | $4,923,665,000 | $4,724,639,000 | ||||
Restat [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Intangible assets | 182,720,000 | |||||
Restat [Member] | Customer Relationship - PBM [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Intangible assets | 143,200,000 | |||||
Acquired intangible assets, useful life | 10 years | |||||
Restat [Member] | Customer Relationship, Cash Cards [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Intangible assets | 35,500,000 | |||||
Acquired intangible assets, useful life | 3 years | |||||
Restat [Member] | Trademarks and Trade Names [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Intangible assets | 1,000,000 | |||||
Acquired intangible assets, useful life | 1 year | |||||
Restat [Member] | Non-compete agreements [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Intangible assets | 3,020,000 | |||||
Acquired intangible assets, useful life | 5 years | |||||
Restat [Member] | Initial Amounts Recognized at Acquisition Date [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Accounts receivable | 13,842,000 | [1] | ||||
Rebates receivable | 6,635,000 | [1] | ||||
Other current assets | 383,000 | [1] | ||||
Total current assets | 20,860,000 | [1] | ||||
Property and equipment | 1,263,000 | [1] | ||||
Intangible assets | 182,720,000 | [1] | ||||
Goodwill | 223,474,000 | [1] | ||||
Total assets acquired | 428,317,000 | [1] | ||||
Accounts payable | 22,370,000 | [1] | ||||
Rebates payable | 16,106,000 | [1] | ||||
Accrued liabilities | 7,231,000 | [1] | ||||
Other long-term liabilities | 0 | [1] | ||||
Total liabilities assumed | 45,707,000 | [1] | ||||
Net assets acquired | 382,610,000 | [1] | ||||
Restat [Member] | Measurement Period Adjustments [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Accounts receivable | 0 | [2] | ||||
Rebates receivable | -254,000 | [2] | ||||
Other current assets | 0 | [2] | ||||
Total current assets | -254,000 | [2] | ||||
Property and equipment | 0 | [2] | ||||
Intangible assets | 0 | [2] | ||||
Goodwill | 4,364,000 | [2] | ||||
Total assets acquired | 4,110,000 | [2] | ||||
Accounts payable | 0 | [2] | ||||
Rebates payable | 0 | [2] | ||||
Accrued liabilities | 0 | [2] | ||||
Other long-term liabilities | 2,084,000 | [2] | ||||
Total liabilities assumed | 2,084,000 | [2] | ||||
Net assets acquired | 2,026,000 | [2] | ||||
Measurement period adjustment paid to former Restat owners | 2,000,000 | |||||
Restat [Member] | Current Amounts Recognized at Acquisition Date [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||||
Accounts receivable | 13,842,000 | |||||
Rebates receivable | 6,381,000 | |||||
Other current assets | 383,000 | |||||
Total current assets | 20,606,000 | |||||
Property and equipment | 1,263,000 | |||||
Intangible assets | 182,720,000 | |||||
Goodwill | 227,838,000 | |||||
Total assets acquired | 432,427,000 | |||||
Accounts payable | 22,370,000 | |||||
Rebates payable | 16,106,000 | |||||
Accrued liabilities | 7,231,000 | |||||
Other long-term liabilities | 2,084,000 | |||||
Total liabilities assumed | 47,791,000 | |||||
Net assets acquired | $384,636,000 | |||||
[1] | As previously reported in the Company's Form 10-K for the period ended December 31, 2013. | |||||
[2] | These measurement period adjustments were recorded through June 30, 2014 to reflect an additional $2.0 million paid to former Restat owners for working capital reconciliation as well as changes in the estimated fair values of the associated assets acquired and liabilities assumed based on factors existing as of the acquisition date. |
Business_Combinations_Restat_A1
Business Combinations - Restat Acquisition - Additional Information (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 01, 2013 | Jul. 02, 2012 | |
Business Acquisition [Line Items] | ||||
Amortization of intangible assets | $52,619,000 | $54,986,000 | ||
Future amortization expense, remainder of 2015 | 151,500,000 | |||
Restat [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 409,500,000 | |||
Goodwill expected to be tax deductible | 227,800,000 | |||
Amortization of intangible assets | 7,700,000 | 8,700,000 | ||
Future amortization expense, remainder of 2015 | 22,000,000 | |||
Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Term of long-term debt | 5 years | |||
Revolving Credit Facility [Member] | Restat [Member] | ||||
Business Acquisition [Line Items] | ||||
Debt amount | $350,000,000 | |||
Term of long-term debt | 5 years |
Business_Combinations_Pro_Form
Business Combinations - Pro Forma Information (Details) (Salveo Specialty Pharmacy, Inc [Member], USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Salveo Specialty Pharmacy, Inc [Member] | |
Business Acquisition, Pro Forma Information [Abstract] | |
Revenue | $5,041,057 |
Gross profit | 324,950 |
Net income attributable to the Company | $66,624 |
Earnings per share attributable to the Company: | |
Basic (in dollars per share) | $0.32 |
Diluted (in dollars per share) | $0.32 |
Weighted average number of shares used in computing earnings per share: | |
Basic (in shares) | 206,525,188 |
Diluted (in shares) | 207,086,677 |
Business_Combinations_Healthca
Business Combinations - Healthcare Solutions Acquisitions (Details) (Subsequent Event [Member], Healthcare Solutions Inc. [Member], USD $) | 0 Months Ended |
Apr. 08, 2015 | |
Subsequent Event [Member] | Healthcare Solutions Inc. [Member] | |
Business Acquisition [Line Items] | |
Purchase price | $405,000,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $4,724,639 | |
Goodwill, Acquisition | 199,026 | [1] |
Goodwill, Ending Balance | 4,923,665 | |
P B M [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 4,704,974 | |
Goodwill, Acquisition | 199,026 | [1] |
Goodwill, Ending Balance | 4,904,000 | |
H C I T [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 19,665 | |
Goodwill, Acquisition | 0 | [1] |
Goodwill, Ending Balance | $19,665 | |
[1] | Initial goodwill recorded in connection with the acquisition of Salveo in January 2015. |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Components of Intangible Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $1,592,042 | $1,542,702 |
Accumulated Amortization | 611,562 | 574,503 |
Net | 980,480 | 968,199 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,552,022 | 1,527,722 |
Accumulated Amortization | 603,064 | 564,623 |
Net | 948,958 | 963,099 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,920 | 11,920 |
Accumulated Amortization | 7,044 | 7,435 |
Net | 4,876 | 4,485 |
Other intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,100 | 3,060 |
Accumulated Amortization | 1,454 | 2,445 |
Net | $26,646 | $615 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
Future amortization expense, remainder of 2015 | $151.50 |
Future amortization expense, 2016 | 176.8 |
Future amortization expense, 2017 | 157.8 |
Future amortization expense, 2018 | 147.7 |
Future amortization expense, 2019 | 137.6 |
Future amortization expense, 2020 | 119.4 |
Future amortization expense after 2020 | $89.70 |
Debt_Components_of_LongTerm_De
Debt - Components of Long-Term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Less current maturities | $87,500 | $81,250 |
Long-term debt, less current maturities | 1,327,744 | 1,344,973 |
4.75% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 493,616 | 493,348 |
Term Loan Facility [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $921,628 | $932,875 |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||
Jul. 02, 2012 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Jan. 31, 2015 | |
Line of Credit Facility [Line Items] | ||||||||
Debt amount | $1,800,000,000 | |||||||
Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt amount | 1,000,000,000 | |||||||
Long-term Debt | 937,500,000 | 937,500,000 | ||||||
Term of long-term debt | 5 years | |||||||
Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt amount | 800,000,000 | |||||||
Term of long-term debt | 5 years | |||||||
Secured Debt [Member] | Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate during period | 1.81% | 1.81% | ||||||
Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of Long-term Lines of Credit | 300,000,000 | |||||||
4.75% Senior Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt amount | 500,000,000 | 500,000,000 | ||||||
Stated interest rate | 4.75% | 4.75% | ||||||
Interest Expense, Debt | 11,900,000 | 12,100,000 | ||||||
Proceeds from issuance of debt | 492,500,000 | |||||||
Debt discount | 7,500,000 | 7,500,000 | ||||||
Debt issuance cost paid | 2,000,000 | |||||||
Amortization of financing costs and debt discounts | 300,000 | 100,000 | ||||||
Federal Funds Rate [Member] | Secured Debt [Member] | Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Initial applicable margin for borrowings | 0.50% | |||||||
Federal Funds Rate [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Initial applicable margin for borrowings | 0.50% | |||||||
LIBOR [Member] | Secured Debt [Member] | Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Initial applicable margin for borrowings | 1.00% | |||||||
Interest rate margin | 1.63% | |||||||
LIBOR [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Initial applicable margin for borrowings | 1.00% | |||||||
Interest rate margin | 1.63% | |||||||
Base Rate [Member] | Secured Debt [Member] | Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin | 0.63% | |||||||
Base Rate [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin | 0.63% | |||||||
Amended Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of Long-term Lines of Credit | 12,500,000 | |||||||
Long-term Debt | 937,500,000 | 937,500,000 | ||||||
Amortization of financing costs and debt discounts | 2,100,000 | 2,100,000 | ||||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of Long-term Lines of Credit | 300,000,000 | |||||||
Line of credit, remaining borrowing capacity | 800,000,000 | 800,000,000 | ||||||
Debt Instrument, Redemption, Period One [Member] | 4.75% Senior Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Redemption price, percentage of principle amount redeemable | 100.00% | |||||||
Change of control triggering event redemption price, percentage | 101.00% | |||||||
Percentage of aggregate amount of debt required to make note due and payable immediately | 25.00% | |||||||
Initial applicable margin for borrowings | 0.50% | |||||||
Debt Instrument, Redemption, Period One [Member] | Minimum [Member] | 4.75% Senior Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Redemption period | 30 days | |||||||
Debt Instrument, Redemption, Period One [Member] | Maximum [Member] | 4.75% Senior Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Redemption period | 60 days | |||||||
Financial guarantee [Member] | 4.75% Senior Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Trigger amount for redemption of debt | 175,000,000 |
Debt_Maturities_Details
Debt - Maturities (Details) (Term Loan Facility [Member], USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Term Loan Facility [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2015 | $68,750 |
2016 | 93,750 |
2017 | 118,750 |
2018 | 656,250 |
Long-term debt | $937,500 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) 1 (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stockholders' Equity [Line Items] | ||
Stock-based compensation | $8,789 | $6,828 |
LTIP [Member] | ||
Stockholders' Equity [Line Items] | ||
Number of stock-based awards available for grant | 3,130,460 | |
Assumed Plans [Member] | ||
Stockholders' Equity [Line Items] | ||
Number of stock-based awards available for grant | 272,082 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Options Granted and Assumptions Utilized to Derive Fair Value (Details) (Stock Options [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Total stock options granted | 362,718 | 412,724 |
Volatility | 36.30% | |
Risk-free interest rate | 1.60% | |
Expected life (in years) | 4 years 6 months | 4 years 6 months |
Dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value (in dollars per share) | $16.16 | $15.51 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Volatility | 38.70% | |
Risk-free interest rate | 1.54% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Volatility | 39.20% | |
Risk-free interest rate | 1.73% |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Stock Options Outstanding (Details) (Stock Options [Member], USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
LTIP Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 1,607,935 |
Options outstanding, weighted average exercise price | $38.73 |
Unrecognized compensation cost | $11,555 |
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years) | 2 years 10 months 20 days |
Assumed Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 198,491 |
Options outstanding, weighted average exercise price | $47.54 |
Unrecognized compensation cost | $2,389 |
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years) | 3 years 3 months 0 days |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Units (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Units Time Based [Member] | LTIP Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted units granted | 297,764 |
Number of restricted units outstanding | 741,044 |
Restricted Stock Units Time Based [Member] | Assumed Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted units granted | 186,218 |
Number of restricted units outstanding | 373,212 |
Restricted Stock Units Time Based [Member] | Straight Line Vesting Basis [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Restricted Stock Units Time Based [Member] | Straight Line Vesting Basis [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Restricted Stock Units Time Based [Member] | Cliff Vesting [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Restricted Stock Units Time Based [Member] | Cliff Vesting [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Restricted Stock Units Performance Based [Member] | LTIP Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted units granted | 478,652 |
Number of restricted units outstanding | 1,104,620 |
Restricted Stock Units Performance Based [Member] | Assumed Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted units granted | 101,672 |
Number of restricted units outstanding | 188,620 |
Restricted Stock Units Performance Based [Member] | Cliff Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Restricted Stock Units (RSUs) [Member] | LTIP Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date value of restricted units granted (in dollars per unit) | 49.65 |
Weighted average grant date fair value of restricted units outstanding (in dollars per unit) | 48.34 |
Restricted Stock Units (RSUs) [Member] | Assumed Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date value of restricted units granted (in dollars per unit) | 49.65 |
Weighted average grant date fair value of restricted units outstanding (in dollars per unit) | 48.04 |
StockBased_Compensation_Unreco
Stock-Based Compensation - Unrecognized Compensation Cost Related to RSU's (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
LTIP Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs on nonvested awards | $64,874 |
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years) | 2 years 6 months 18 days |
Assumed Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs on nonvested awards | $23,116 |
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years) | 2 years 11 months 22 days |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
segment | |||
Segment Reporting Information [Line Items] | |||
Number of operating segments | 2 | ||
Revenue | $5,979,260 | $4,914,479 | |
Cost of revenue | 5,600,506 | 4,599,817 | |
Gross profit | 378,754 | 314,662 | |
Total assets at March 31 | 9,458,371 | 8,794,473 | 9,324,185 |
P B M [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,941,613 | 4,878,375 | |
Cost of revenue | 5,583,964 | 4,583,284 | |
Gross profit | 357,649 | 295,091 | |
Total assets at March 31 | 9,328,420 | 8,392,454 | |
H C I T [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 37,647 | 36,104 | |
Cost of revenue | 16,542 | 16,533 | |
Gross profit | 21,105 | 19,571 | |
Total assets at March 31 | $129,951 | $402,019 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
Sep. 30, 2014 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 30.60% | 26.70% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Details) (Subsequent Event [Member], Shareholder Litigation in Relation to Acquisition [Member]) | 1 Months Ended |
Apr. 30, 2015 | |
complaint | |
shareholder | |
Subsequent Event [Member] | Shareholder Litigation in Relation to Acquisition [Member] | |
Loss Contingencies [Line Items] | |
Number of plaintiffs | 4 |
Number of class action complaints | 4 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fair Value, Measurements, Recurring [Member] | |||
Derivative [Line Items] | |||
Fair value of interest rate swap | $821,000 | $1,096,000 | |
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Length of interest rate swap | 3 years | ||
Notional amount of interest rate cash flow hedge derivatives | 500,000,000 | ||
Libor rate | 0.52% | ||
Effective interest rate | 2.14% | ||
Basis spread on variable rate | 1.63% | ||
Deferred expenses related to derivative instruments | 800,000 | ||
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | |||
Derivative [Line Items] | |||
Cash flow hedge loss reclassified to interest expense | 400,000 | 400,000 | |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative [Line Items] | |||
Fair value of interest rate swap | $821,000 | $1,096,000 |
Fair_Value_Details
Fair Value (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative | $821 | $1,096 |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative | $821 | $1,096 |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Shares Used in Basic and Diluted EPS Calculations (Details) 1 | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of shares used in computing basic EPS | 207,641,523 | 206,525,188 | ||
Add dilutive common stock equivalents: | ||||
Outstanding stock options and restricted stock units | 648,166 | [1] | 561,489 | [1] |
Weighted average number of shares used in computing diluted EPS | 208,289,689 | 207,086,677 | ||
Anti-dilutive Stock Options and RSU [Member] | ||||
Add dilutive common stock equivalents: | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,486,626 | 1,389,283 | ||
[1] | Excludes 1,486,626 and 1,389,283 common stock equivalents for the three months ended March 31, 2015 and 2014 because their effect was anti-dilutive. |
Concentration_Risk_Additional_
Concentration Risk - Additional Information (Details) (Customer Concentration Risk [Member]) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
customer | customer | customer | |
Sales [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, number of customers | 1 | 1 | |
Concentration risk, percentage, period | 35.00% | 33.00% | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, number of customers | 1 | 1 | |
Concentration risk, percentage | 25.00% | 17.00% |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Statements - Balance Sheet (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Current assets | ||||
Cash and cash equivalents | $865,201 | $1,011,952 | $684,715 | $387,241 |
Accounts receivable, net | 1,369,196 | 1,254,336 | ||
Rebates receivable | 836,136 | 863,824 | ||
Other current assets | 214,275 | 219,435 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 3,284,808 | 3,349,547 | ||
Property and equipment, net | 198,988 | 210,027 | ||
Goodwill | 4,923,665 | 4,724,639 | ||
Other intangible assets, net | 980,480 | 968,199 | ||
Intercompany loans receivable | 0 | |||
Investment in subsidiaries | 0 | 0 | ||
Other long-term assets | 70,430 | 71,773 | ||
Total assets | 9,458,371 | 9,324,185 | 8,794,473 | |
Current liabilities | ||||
Accounts payable | 1,068,398 | 967,791 | ||
Accrued expenses and other current liabilities | 272,384 | 327,190 | ||
Rebates payable | 955,623 | 967,733 | ||
Current portion - long-term debt | 87,500 | 81,250 | ||
Intercompany payable | 0 | 0 | ||
Total current liabilities | 2,383,905 | 2,343,964 | ||
Deferred income taxes | 269,836 | 257,325 | ||
Long-term debt | 1,327,744 | 1,344,973 | ||
Intercompany loans payable | 0 | |||
Other long-term liabilities | 99,331 | 98,816 | ||
Total liabilities | 4,080,816 | 4,045,078 | ||
Commitments and contingencies (Note 10) | ||||
Shareholders’ equity | ||||
Total shareholders' equity | 5,369,653 | 5,271,979 | ||
Non-controlling interest | 7,902 | 7,128 | ||
Total equity | 5,377,555 | 5,279,107 | 4,986,787 | 4,911,498 |
Total liabilities and equity | 9,458,371 | 9,324,185 | ||
Reportable Legal Entities [Member] | Catamaran Corporation [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 36,057 | 333,469 | 201,288 | 15,090 |
Accounts receivable, net | 4,010 | 304 | ||
Rebates receivable | 9,652 | 10,710 | ||
Other current assets | 120 | 99 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 49,839 | 344,582 | ||
Property and equipment, net | 297 | 110 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Intercompany loans receivable | 275,000 | |||
Investment in subsidiaries | 6,471,100 | 6,375,214 | ||
Other long-term assets | 12,895 | 13,874 | ||
Total assets | 6,809,131 | 6,733,780 | ||
Current liabilities | ||||
Accounts payable | 0 | 4 | ||
Accrued expenses and other current liabilities | 4,452 | 10,580 | ||
Rebates payable | 0 | 0 | ||
Current portion - long-term debt | 87,500 | 81,250 | ||
Intercompany payable | 18,961 | 23,898 | ||
Total current liabilities | 110,913 | 115,732 | ||
Deferred income taxes | 0 | 0 | ||
Long-term debt | 1,327,744 | 1,344,973 | ||
Intercompany loans payable | 0 | |||
Other long-term liabilities | 821 | 1,096 | ||
Total liabilities | 1,439,478 | 1,461,801 | ||
Commitments and contingencies (Note 10) | ||||
Shareholders’ equity | ||||
Total shareholders' equity | 5,369,653 | 5,271,979 | ||
Non-controlling interest | 0 | 0 | ||
Total equity | 5,369,653 | 5,271,979 | ||
Total liabilities and equity | 6,809,131 | 6,733,780 | ||
Reportable Legal Entities [Member] | Guarantors [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 683,546 | 648,903 | 477,255 | 362,647 |
Accounts receivable, net | 1,323,025 | 1,217,675 | ||
Rebates receivable | 823,696 | 851,929 | ||
Other current assets | 144,676 | 166,858 | ||
Intercompany receivable | 534,122 | 675,551 | ||
Total current assets | 3,509,065 | 3,560,916 | ||
Property and equipment, net | 148,677 | 154,413 | ||
Goodwill | 4,689,522 | 4,689,522 | ||
Other intangible assets, net | 913,389 | 963,096 | ||
Intercompany loans receivable | 0 | |||
Investment in subsidiaries | 553,491 | 266,096 | ||
Other long-term assets | 43,474 | 42,876 | ||
Total assets | 9,857,618 | 9,676,919 | ||
Current liabilities | ||||
Accounts payable | 1,335,543 | 1,079,598 | ||
Accrued expenses and other current liabilities | 233,059 | 304,309 | ||
Rebates payable | 955,623 | 967,733 | ||
Current portion - long-term debt | 0 | 0 | ||
Intercompany payable | 0 | 0 | ||
Total current liabilities | 2,524,225 | 2,351,640 | ||
Deferred income taxes | 268,288 | 255,777 | ||
Long-term debt | 0 | 0 | ||
Intercompany loans payable | 275,000 | |||
Other long-term liabilities | 72,191 | 71,475 | ||
Total liabilities | 3,139,704 | 2,678,892 | ||
Commitments and contingencies (Note 10) | ||||
Shareholders’ equity | ||||
Total shareholders' equity | 6,717,914 | 6,998,027 | ||
Non-controlling interest | 0 | 0 | ||
Total equity | 6,717,914 | 6,998,027 | ||
Total liabilities and equity | 9,857,618 | 9,676,919 | ||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 145,598 | 29,580 | 6,172 | 9,504 |
Accounts receivable, net | 329,088 | 166,937 | ||
Rebates receivable | 152,144 | 155,719 | ||
Other current assets | 69,467 | 52,478 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 696,297 | 404,714 | ||
Property and equipment, net | 50,014 | 55,504 | ||
Goodwill | 234,143 | 35,117 | ||
Other intangible assets, net | 67,091 | 5,103 | ||
Intercompany loans receivable | 0 | |||
Investment in subsidiaries | 71 | 71 | ||
Other long-term assets | 21,987 | 22,084 | ||
Total assets | 1,069,603 | 522,593 | ||
Current liabilities | ||||
Accounts payable | 4,162 | 3,150 | ||
Accrued expenses and other current liabilities | 41,418 | 18,846 | ||
Rebates payable | 43,283 | 42,932 | ||
Current portion - long-term debt | 0 | 0 | ||
Intercompany payable | 614,771 | 626,434 | ||
Total current liabilities | 703,634 | 691,362 | ||
Deferred income taxes | 1,548 | 1,548 | ||
Long-term debt | 0 | 0 | ||
Intercompany loans payable | 0 | |||
Other long-term liabilities | 26,319 | 26,245 | ||
Total liabilities | 731,501 | 719,155 | ||
Commitments and contingencies (Note 10) | ||||
Shareholders’ equity | ||||
Total shareholders' equity | 336,857 | -197,807 | ||
Non-controlling interest | 1,245 | 1,245 | ||
Total equity | 338,102 | -196,562 | ||
Total liabilities and equity | 1,069,603 | 522,593 | ||
Consolidations [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | -286,927 | -130,580 | ||
Rebates receivable | -149,356 | -154,534 | ||
Other current assets | 12 | 0 | ||
Intercompany receivable | -534,122 | -675,551 | ||
Total current assets | -970,393 | -960,665 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Intercompany loans receivable | -275,000 | |||
Investment in subsidiaries | -7,024,662 | -6,641,381 | ||
Other long-term assets | -7,926 | -7,061 | ||
Total assets | -8,277,981 | -7,609,107 | ||
Current liabilities | ||||
Accounts payable | -271,307 | -114,961 | ||
Accrued expenses and other current liabilities | -6,545 | -6,545 | ||
Rebates payable | -43,283 | -42,932 | ||
Current portion - long-term debt | 0 | 0 | ||
Intercompany payable | -633,732 | -650,332 | ||
Total current liabilities | -954,867 | -814,770 | ||
Deferred income taxes | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Intercompany loans payable | -275,000 | |||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | -1,229,867 | -814,770 | ||
Commitments and contingencies (Note 10) | ||||
Shareholders’ equity | ||||
Total shareholders' equity | -7,054,771 | -6,800,220 | ||
Non-controlling interest | 6,657 | 5,883 | ||
Total equity | -7,048,114 | -6,794,337 | ||
Total liabilities and equity | ($8,277,981) | ($7,609,107) |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Statements - Income Statement (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $5,979,260 | $4,914,479 |
Cost of revenue | 5,600,506 | 4,599,817 |
Gross profit | 378,754 | 314,662 |
Expenses: | ||
Selling, general and administrative | 151,367 | 130,519 |
Depreciation of property and equipment | 15,808 | 12,368 |
Amortization of intangible assets | 52,619 | 54,986 |
Total operating expenses | 219,794 | 197,873 |
Operating income | 158,960 | 116,789 |
Interest and other expense, net | 15,495 | 11,336 |
Equity (income) in subsidiaries | 0 | 0 |
Income before income taxes | 143,465 | 105,453 |
Income tax expense | 43,911 | 28,108 |
Net income | 99,554 | 77,345 |
Less: Net income attributable to non-controlling interest | 12,861 | 13,900 |
Net income attributable to the Company | 86,693 | 63,445 |
Reportable Legal Entities [Member] | Catamaran Corporation [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 9,073 | 11,041 |
Cost of revenue | 7,555 | 9,594 |
Gross profit | 1,518 | 1,447 |
Expenses: | ||
Selling, general and administrative | 723 | 319 |
Depreciation of property and equipment | 18 | 9 |
Amortization of intangible assets | 0 | 0 |
Total operating expenses | 741 | 328 |
Operating income | 777 | 1,119 |
Interest and other expense, net | 9,969 | 9,966 |
Equity (income) in subsidiaries | -95,885 | -72,292 |
Income before income taxes | 86,693 | 63,445 |
Income tax expense | 0 | 0 |
Net income | 86,693 | 63,445 |
Less: Net income attributable to non-controlling interest | 0 | 0 |
Net income attributable to the Company | 86,693 | 63,445 |
Reportable Legal Entities [Member] | Guarantors [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 5,628,573 | 4,776,699 |
Cost of revenue | 5,332,626 | 4,532,630 |
Gross profit | 295,947 | 244,069 |
Expenses: | ||
Selling, general and administrative | 117,802 | 103,171 |
Depreciation of property and equipment | 13,903 | 11,259 |
Amortization of intangible assets | 49,707 | 54,229 |
Total operating expenses | 181,412 | 168,659 |
Operating income | 114,535 | 75,410 |
Interest and other expense, net | 4,612 | 872 |
Equity (income) in subsidiaries | -16,796 | -15,126 |
Income before income taxes | 126,719 | 89,664 |
Income tax expense | 30,834 | 17,372 |
Net income | 95,885 | 72,292 |
Less: Net income attributable to non-controlling interest | 0 | 0 |
Net income attributable to the Company | 95,885 | 72,292 |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 987,500 | 620,136 |
Cost of revenue | 903,543 | 550,990 |
Gross profit | 83,957 | 69,146 |
Expenses: | ||
Selling, general and administrative | 35,510 | 27,029 |
Depreciation of property and equipment | 1,887 | 1,100 |
Amortization of intangible assets | 2,912 | 757 |
Total operating expenses | 40,309 | 28,886 |
Operating income | 43,648 | 40,260 |
Interest and other expense, net | 914 | 498 |
Equity (income) in subsidiaries | 0 | 0 |
Income before income taxes | 42,734 | 39,762 |
Income tax expense | 13,077 | 10,736 |
Net income | 29,657 | 29,026 |
Less: Net income attributable to non-controlling interest | 0 | 0 |
Net income attributable to the Company | 29,657 | 29,026 |
Consolidations [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | -645,886 | -493,397 |
Cost of revenue | -643,218 | -493,397 |
Gross profit | -2,668 | 0 |
Expenses: | ||
Selling, general and administrative | -2,668 | 0 |
Depreciation of property and equipment | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
Total operating expenses | -2,668 | 0 |
Operating income | 0 | 0 |
Interest and other expense, net | 0 | 0 |
Equity (income) in subsidiaries | 112,681 | 87,418 |
Income before income taxes | -112,681 | -87,418 |
Income tax expense | 0 | 0 |
Net income | -112,681 | -87,418 |
Less: Net income attributable to non-controlling interest | 12,861 | 13,900 |
Net income attributable to the Company | ($125,542) | ($101,318) |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Statements - Cash Flows (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net cash provided (used) by operating activities | $146,682 | $135,676 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | -261,668 | -2,026 |
Purchases of property and equipment | -9,140 | -12,782 |
Net cash used by investing activities | -270,808 | -14,808 |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 0 | 492,500 |
Repayment of long-term debt | -12,500 | -306,250 |
Payment of financing costs | 0 | -955 |
Proceeds from exercise of options | 28 | 3,567 |
Tax benefit on option exercises | 1,916 | 2,692 |
Net transactions with parent and affiliates | 0 | 0 |
Distributions to non-controlling interest | -12,087 | -15,000 |
Proceeds from restricted stock | 0 | 0 |
Other | -28 | 0 |
Net cash (used) provided by financing activities | -22,671 | 176,554 |
Effect of foreign exchange on cash balances | 46 | 52 |
Change in cash and cash equivalents | -146,751 | 297,474 |
Cash and cash equivalents, beginning of period | 1,011,952 | 387,241 |
Cash and cash equivalents, end of period | 865,201 | 684,715 |
Reportable Legal Entities [Member] | Catamaran Corporation [Member] | ||
Cash flows from operating activities: | ||
Net cash provided (used) by operating activities | 48,431 | 46,037 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 0 | 0 |
Purchases of property and equipment | -224 | -13 |
Net cash used by investing activities | -224 | -13 |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 492,500 | |
Repayment of long-term debt | -12,500 | -306,250 |
Payment of financing costs | -955 | |
Proceeds from exercise of options | 40 | 5,070 |
Tax benefit on option exercises | 0 | 0 |
Net transactions with parent and affiliates | -358,555 | -68,426 |
Distributions to non-controlling interest | 0 | 0 |
Proceeds from restricted stock | 25,350 | 18,183 |
Other | 0 | |
Net cash (used) provided by financing activities | -345,665 | 140,122 |
Effect of foreign exchange on cash balances | 46 | 52 |
Change in cash and cash equivalents | -297,412 | 186,198 |
Cash and cash equivalents, beginning of period | 333,469 | 15,090 |
Cash and cash equivalents, end of period | 36,057 | 201,288 |
Reportable Legal Entities [Member] | Guarantors [Member] | ||
Cash flows from operating activities: | ||
Net cash provided (used) by operating activities | 329,792 | 465,289 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 0 | -2,026 |
Purchases of property and equipment | -7,660 | 1,942 |
Net cash used by investing activities | -7,660 | -84 |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 0 | |
Repayment of long-term debt | 0 | 0 |
Payment of financing costs | 0 | |
Proceeds from exercise of options | -12 | -1,503 |
Tax benefit on option exercises | 1,916 | 2,692 |
Net transactions with parent and affiliates | -264,464 | -333,956 |
Distributions to non-controlling interest | 0 | 0 |
Proceeds from restricted stock | -24,901 | -17,830 |
Other | -28 | |
Net cash (used) provided by financing activities | -287,489 | -350,597 |
Effect of foreign exchange on cash balances | 0 | 0 |
Change in cash and cash equivalents | 34,643 | 114,608 |
Cash and cash equivalents, beginning of period | 648,903 | 362,647 |
Cash and cash equivalents, end of period | 683,546 | 477,255 |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||
Cash flows from operating activities: | ||
Net cash provided (used) by operating activities | -114,184 | -300,816 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | -261,668 | 0 |
Purchases of property and equipment | -1,256 | -14,711 |
Net cash used by investing activities | -262,924 | -14,711 |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 0 | |
Repayment of long-term debt | 0 | 0 |
Payment of financing costs | 0 | |
Proceeds from exercise of options | 0 | 0 |
Tax benefit on option exercises | 0 | 0 |
Net transactions with parent and affiliates | 493,575 | 312,548 |
Distributions to non-controlling interest | 0 | 0 |
Proceeds from restricted stock | -449 | -353 |
Other | 0 | |
Net cash (used) provided by financing activities | 493,126 | 312,195 |
Effect of foreign exchange on cash balances | 0 | 0 |
Change in cash and cash equivalents | 116,018 | -3,332 |
Cash and cash equivalents, beginning of period | 29,580 | 9,504 |
Cash and cash equivalents, end of period | 145,598 | 6,172 |
Consolidations [Member] | ||
Cash flows from operating activities: | ||
Net cash provided (used) by operating activities | -117,357 | -74,834 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 0 | 0 |
Purchases of property and equipment | 0 | 0 |
Net cash used by investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 0 | |
Repayment of long-term debt | 0 | 0 |
Payment of financing costs | 0 | |
Proceeds from exercise of options | 0 | 0 |
Tax benefit on option exercises | 0 | 0 |
Net transactions with parent and affiliates | 129,444 | 89,834 |
Distributions to non-controlling interest | -12,087 | -15,000 |
Proceeds from restricted stock | 0 | 0 |
Other | 0 | |
Net cash (used) provided by financing activities | 117,357 | 74,834 |
Effect of foreign exchange on cash balances | 0 | 0 |
Change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | $0 | $0 |