Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Document and Entity Information [Abstract] | |
Document Type | 10-K |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
Document Fiscal Year Focus | 2014 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Emdeon Inc. |
Entity Central Index Key | 1444598 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 100 |
Entity Public Float | $0 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $82,306 | $76,538 |
Accounts receivable, net of allowance for doubtful accounts of $6,377 and $3,856 at December 31, 2014 and December 31, 2013, respectively | 233,791 | 214,247 |
Deferred income tax assets | 18,893 | 6,317 |
Prepaid expenses and other current assets | 29,246 | 27,019 |
Total current assets | 364,236 | 324,121 |
Property and equipment, net | 244,153 | 269,470 |
Goodwill | 1,702,569 | 1,502,434 |
Intangible assets, net | 1,539,394 | 1,632,688 |
Other assets, net | 20,312 | 19,169 |
Total assets | 3,870,664 | 3,747,882 |
Current liabilities: | ||
Accounts payable | 16,399 | 8,367 |
Accrued expenses | 175,206 | 131,149 |
Deferred revenues | 10,518 | 10,881 |
Current portion of long-term debt | 27,308 | 31,330 |
Total current liabilities | 229,431 | 181,727 |
Long-term debt, excluding current portion | 2,146,597 | 1,999,026 |
Deferred income tax liabilities | 413,227 | 436,263 |
Tax receivable agreement obligations to related parties | 163,983 | 150,496 |
Other long-term liabilities | 15,361 | 11,824 |
Commitments and contingencies | ||
Equity: | ||
Common stock (par value, $.01), 100 shares authorized and outstanding at December 31, 2014 and December 31, 2013, respectively | ||
Additional paid-in capital | 1,149,360 | 1,139,375 |
Accumulated other comprehensive income (loss) | -1,955 | -1,343 |
Accumulated deficit | -245,340 | -169,486 |
Total equity | 902,065 | 968,546 |
Total liabilities and equity | $3,870,664 | $3,747,882 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $6,377 | $3,856 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements Of Operations [Abstract] | |||
Revenue | $1,350,413 | $1,242,567 | $1,152,313 |
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 803,590 | 759,409 | 696,619 |
Development and engineering | 33,564 | 32,538 | 34,529 |
Sales, marketing, general and administrative | 199,977 | 168,708 | 146,534 |
Depreciation and amortization | 189,218 | 183,839 | 187,225 |
Accretion | 14,446 | 26,470 | 8,666 |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Operating income (loss) | 26,449 | 60,984 | 76,875 |
Interest expense, net | 146,829 | 153,169 | 172,253 |
Loss on extinguishment of debt | 23,160 | 21,853 | |
Contingent consideration | 1,307 | -69 | |
Other | -3,968 | -4,133 | 1,250 |
Income (loss) before income tax provision (benefit) | -117,719 | -111,143 | -118,481 |
Income tax provision (benefit) | -41,865 | -36,685 | -40,146 |
Net income (loss) | ($75,854) | ($74,458) | ($78,335) |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | |||
Net income (loss) | ($75,854) | ($74,458) | ($78,335) |
Other comprehensive income (loss): | |||
Changes in fair value of interest rate swap, net of taxes | -393 | 2,583 | -3,662 |
Foreign currency translation adjustment | -219 | -137 | 67 |
Other comprehensive income (loss) | -612 | 2,446 | -3,595 |
Total comprehensive income (loss) | ($76,466) | ($72,012) | ($81,930) |
Consolidated_Statements_Of_Equ
Consolidated Statements Of Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance at Dec. 31, 2011 | $1,120,676 | ($16,693) | ($194) | $1,103,789 | |
Balance, shares at Dec. 31, 2011 | 100 | ||||
Equity compensation expense | 6,842 | 6,842 | |||
Issuance of shares in connection with equity compensation plans, net of taxes | 317 | 317 | |||
Repurchase of Parent common stock | -436 | -436 | |||
Reclassification of liability awards to equity awards | 3,675 | 3,675 | |||
Other | -106 | -106 | |||
Net income (loss) | -78,335 | -78,335 | |||
Foreign currency translation adjustment | 67 | 67 | |||
Change in fair value of interest rate swap, net of taxes | -3,662 | -3,662 | |||
Balance at Dec. 31, 2012 | 1,130,968 | -95,028 | -3,789 | 1,032,151 | |
Balance, shares at Dec. 31, 2012 | 100 | ||||
Equity compensation expense | 7,021 | 7,021 | |||
Repurchase of Parent common stock | -613 | -613 | |||
Capital contribution from Parent | 1,999 | 1,999 | |||
Net income (loss) | -74,458 | -74,458 | |||
Foreign currency translation adjustment | -137 | -137 | |||
Change in fair value of interest rate swap, net of taxes | 2,583 | 2,583 | |||
Balance at Dec. 31, 2013 | 1,139,375 | -169,486 | -1,343 | 968,546 | |
Balance, shares at Dec. 31, 2013 | 100 | ||||
Equity compensation expense | 7,334 | 7,334 | |||
Issuance of shares in connection with equity compensation plans, net of taxes | 1,223 | 1,223 | |||
Repurchase of Parent common stock | -1,221 | -1,221 | |||
Capital contribution from Parent | 1,999 | 1,999 | |||
Other | 650 | 650 | |||
Net income (loss) | -75,854 | -75,854 | |||
Foreign currency translation adjustment | -219 | -219 | |||
Change in fair value of interest rate swap, net of taxes | -393 | -393 | |||
Balance at Dec. 31, 2014 | $1,149,360 | ($245,340) | ($1,955) | $902,065 | |
Balance, shares at Dec. 31, 2014 | 100 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net income (loss) | ($75,854) | ($74,458) | ($78,335) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 189,218 | 183,839 | 187,225 |
Accretion | 14,446 | 26,470 | 8,666 |
Equity compensation | 7,334 | 7,021 | 6,842 |
Deferred income tax expense (benefit) | -43,392 | -39,555 | -38,447 |
Amortization of debt discount and issuance costs | 7,847 | 8,475 | 10,185 |
Contingent consideration | 1,307 | -69 | |
Gain on sale of cost method investment | -114 | -2,925 | |
Loss on extinguishment of debt | 22,828 | 18,293 | |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Other | -2,255 | -1,962 | 820 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -6,824 | -20,791 | 1,601 |
Prepaid expenses and other | 536 | 1,442 | -12,096 |
Accounts payable | 4,591 | 1,335 | -2,149 |
Accrued expenses, deferred revenue and other liabilities | 26,650 | 29,273 | -25,216 |
Tax receivable agreement obligations to related parties | -988 | -1,142 | -334 |
Net cash provided by (used in) operating activities | 205,671 | 150,400 | 78,920 |
Investing activities | |||
Purchases of property and equipment | -55,926 | -71,086 | -62,054 |
Payments for acquisitions, net of cash acquired | -252,772 | -18,291 | -59,011 |
Proceeds from sale of cost method investment | 677 | 5,820 | |
Other | -139 | ||
Net cash provided by (used in) investing activities | -308,160 | -83,557 | -121,065 |
Financing activities | |||
Proceeds from Term Loan Facility | 157,600 | 70,351 | |
Payments on Term Loan Facility | -13,279 | -12,912 | -12,817 |
Payment of debt assumed from acquisition | -25,262 | -218 | |
Proceeds from Revolving Facility | 183,000 | ||
Payments on Revolving Facility | -183,000 | -15,000 | |
Payment of loan costs | -2,096 | -2,178 | -2,060 |
Data sublicense and deferred financing obligation payments | -10,741 | -7,564 | -3,796 |
Repurchase of Parent common stock | -1,221 | -613 | -317 |
Capital contribution from Parent | 3,256 | 1,999 | |
Other | -582 | -376 | |
Net cash provided by (used in) financing activities | 108,257 | -22,068 | 35,985 |
Net increase (decrease) in cash and cash equivalents | 5,768 | 44,775 | -6,160 |
Cash and cash equivalents at beginning of period | 76,538 | 31,763 | 37,923 |
Cash and cash equivalents at end of period | 82,306 | 76,538 | 31,763 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 135,582 | 140,771 | 171,879 |
Cash paid for income taxes | 736 | 847 | 7,545 |
Deferred financing obligations: | |||
Property and equipment | 1,651 | 12,722 | |
Other assets | 2,646 | ||
Current portion of long-term debt | 613 | 6,377 | |
Long-term debt | 1,038 | 8,991 | |
Business combinations: | |||
Goodwill | 11,345 | 5,553 | |
Accrued expenses | 10,695 | 5,553 | |
Additional paid-in capital | $650 |
Nature_Of_Business_And_Organiz
Nature Of Business And Organization | 12 Months Ended |
Dec. 31, 2014 | |
Nature Of Business And Organization [Abstract] | |
Nature Of Business And Organization | 1. Nature of Business and Organization |
Nature of Business | |
Emdeon Inc. (the “Company”), through its subsidiaries, is a provider of revenue and payment cycle management and clinical information exchange solutions, connecting payers, providers and patients of the U.S. healthcare system. The Company’s product and service offerings integrate and automate key business and administrative functions for healthcare payers and healthcare providers throughout the patient encounter, including pre-care patient eligibility and benefits verification and enrollment, clinical information exchange, consumer engagement, claims management and adjudication, payment integrity, payment distribution, payment posting and denial management and patient billing and payment processing. | |
Organization | |
The Company was formed as a Delaware limited liability company in September 2006 and converted into a Delaware corporation in September 2008 in anticipation of the Company’s August 2009 initial public offering (the “IPO”). | |
On November 2, 2011, pursuant to an Agreement and Plan of Merger among the Company, Beagle Parent Corp. (“Parent”) and Beagle Acquisition Corp. (“Merger Sub”), Merger Sub merged with and into the Company with the Company surviving the merger (the “Merger”). Subsequent to the Merger, the Company became an indirect wholly-owned subsidiary of Parent, which is controlled by affiliates of The Blackstone Group L.P. (“Blackstone”). | |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Summary Of Significant Accounting Policies [Abstract] | |||
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||
Principles of Consolidation | |||
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all subsidiaries and entities that are controlled by the Company. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of acquisition. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. | |||
Reclassifications | |||
Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. | |||
Accounting Estimates | |||
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors and various other assumptions that the Company believes are necessary to consider in order to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Estimates and assumptions by management affect: the allowance for doubtful accounts; the fair value assigned to assets acquired and liabilities assumed in business combinations; tax receivable agreement obligations; the fair value of interest rate swap obligations; contingent consideration; loss accruals; the carrying value of long-lived assets (including goodwill and intangible assets); the amortization period of long-lived assets (excluding goodwill); the carrying value, capitalization and amortization of software development costs; the provision and benefit for income taxes and related deferred tax accounts; certain accrued expenses; revenue recognition; contingencies; and the value attributed to equity awards. | |||
Business Combinations | |||
The Company recognizes the consideration transferred (i.e. purchase price) in a business combination, as well as the acquired business’ identifiable assets, liabilities and noncontrolling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and noncontrolling interest, if any, is recorded as goodwill. Any excess of the fair value of the identifiable assets acquired and liabilities assumed over the consideration transferred, if any, is generally recognized within earnings as of the acquisition date. | |||
The fair value of the consideration transferred, assets, liabilities and noncontrolling interests is estimated based on one or a combination of income, costs or market approaches as determined based on the nature of the asset or liability and the level of inputs available to the Company (i.e. quoted prices in an active market, other observable inputs or unobservable inputs). To the extent that the Company’s initial accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are reported for those items which are incomplete. The Company retroactively adjusts, to the extent material, such provisional amounts as of the acquisition date once new information is received about facts and circumstances that existed as of the acquisition date. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. | |||
Allowance for Doubtful Accounts | |||
The allowance for doubtful accounts reflects the Company’s best estimate of losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. | |||
Software Development Costs | |||
The Company generally provides services to its customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage. Once certain criteria have been met, direct costs incurred in developing or obtaining computer software are capitalized. Training, maintenance and data conversion costs are expensed as incurred. Capitalized software costs are included in property and equipment in the accompanying consolidated balance sheets and are amortized over a three-year period. | |||
Property and Equipment | |||
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation, including that related to assets under capital lease, is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for newly acquired assets are generally as follows: | |||
Computer equipment | 3-5 years | ||
Production equipment | 5-7 years | ||
Office equipment, furniture and fixtures | 3-7 years | ||
Software | 3 years | ||
Technology | 6-9 years | ||
Leasehold improvements | Shorter of useful life or lease term | ||
Expenditures for maintenance, repair and renewals of minor items are expensed as incurred. Expenditures for maintenance repair and renewals that extend the useful life of an asset are capitalized. | |||
Goodwill and Intangible Assets | |||
Goodwill and intangible assets resulting from the Company’s acquisitions are accounted for using the acquisition method of accounting. Intangible assets with definite lives are amortized on a straight-line basis over the estimated useful lives of the related assets generally as follows: | |||
Customer relationships | 5-20 years | ||
Tradenames | 3-20 years | ||
Data sublicense agreement | 6 years | ||
Non-compete agreements | 2-5 years | ||
Backlog | 4 years | ||
The Company assesses its goodwill for impairment annually (as of October 1 of each year) or whenever significant indicators of impairment are present. The Company first assesses whether it can reach a more likely than not conclusion that goodwill is not impaired via qualitative analysis alone. To the extent such a conclusion cannot be reached based on a qualitative assessment alone, the Company, using the assistance of a valuation specialist as appropriate, compares the fair value of each reporting unit to its associated carrying value. If the fair value of the reporting unit is less than the carrying value, then a hypothetical acquisition method allocation is performed to determine the amount of the goodwill impairment to recognize. The Company recognized no impairment in conjunction with its most recent goodwill impairment analysis. | |||
Long-Lived Assets | |||
Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. | |||
Other Assets | |||
Other assets consist primarily of debt issuance costs and other miscellaneous items. Debt issuance costs are generally amortized using the effective interest method over the term of the debt. The amortization is included in interest expense in the accompanying consolidated statements of operations. | |||
Derivatives | |||
Derivative financial instruments are used to manage the Company’s interest rate exposure. The Company does not enter into financial instruments for speculative purposes. Derivative financial instruments are accounted for and measured at fair value and recorded on the balance sheet. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in interest expense in current earnings during the period of change. | |||
Equity Compensation | |||
Compensation expense related to the Company’s equity awards is generally recognized on a straight-line basis over the requisite service period. For awards subject to vesting based on market or performance conditions, however, compensation expense is recognized under the accelerated method. The fair value of the equity awards subject only to service conditions is determined by use of a Black-Scholes model. The fair value of the equity awards subject to market or performance conditions is determined by use of a Monte Carlo simulation. | |||
Revenue Recognition | |||
The Company generates most of its revenue by using technology solutions to provide services to our customers that automate and simplify business and administrative functions for payers, providers and pharmacies, generally on either a per transaction, per document, per communication, per member per month, per provider per month, monthly flat fee, contingent fee or hourly basis. | |||
Revenue for transaction-related services, payment distribution services, patient billing and payment services and consulting services is recognized as the services are provided. Postage fees related to the Company’s payment distribution services and patient billing and payment services volumes are recorded on a gross basis. Revenue for our government eligibility and enrollment and accounts receivable management services generally is recognized at the time that our provider customer receives notice from the payer of a pending payment. Revenue for payment integrity services that include customer acceptance provisions is recognized at the time that notice of customer acceptance is received. | |||
Cash receipts or billings in advance of revenue recognition are recorded as deferred revenues in the accompanying consolidated balance sheets. | |||
The Company excludes sales and use tax from revenue in the accompanying consolidated statements of operations. | |||
Income Taxes | |||
The Company records deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities, as well as differences relating to the timing of recognition of income and expenses. | |||
Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, reversing taxable temporary differences, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. | |||
The Company recognizes tax benefits for uncertain tax positions at the time the Company concludes that the tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. The benefit, if any, is measured as the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard, upon resolution through negotiation or litigation with the taxing authority or on expiration of the statute of limitations. | |||
Tax Receivable Agreement Obligations | |||
In connection with the IPO, the Company entered into tax receivable agreements which obligated the Company to make payments to certain current and former owners of the Company, including affiliates of Hellman & Friedman LLC (“Hellman & Friedman”) and certain members of management, equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions, including the Merger. In connection with the Merger, the Company’s former majority owner assigned its rights under the tax receivable agreements to affiliates of Blackstone (Blackstone, together with Hellman & Friedman and certain current and former members of management, are hereinafter sometimes referred to collectively as the “TRA Members”). | |||
Prior to the Merger, the Company’s balance sheet reflected these obligations at the amount that was both probable and reasonably estimable. In connection with the Merger, the tax receivable agreement obligations were adjusted to their fair value. The fair value of the obligations at the time of the Merger is being accreted to the amount of the gross expected obligations using the interest method. Changes in the amount of these obligations resulting from changes to either the timing or amount of cash flows are recognized in the period of change and measured using the discount rate inherent in the initial fair value of the obligations. The accretion of these obligations is classified as a separate caption in the accompanying consolidated statements of operations. | |||
Recent Accounting Pronouncements | |||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU “) No. 2014-08, which changes the requirements for reporting discontinued operations. Following adoption of this update, discontinued operations generally will be reported for the disposal by sale or otherwise of a component or a group of components that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. This update is effective for fiscal years and interim periods beginning in those years after December 15, 2014, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. | |||
In May 2014, the FASB issued ASU No. 2014-09, which replaces most prior general and industry specific revenue recognition guidance with a principles-based comprehensive revenue recognition framework. Under this revised framework, a company will recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This update is currently scheduled to be effective for fiscal years and interim periods beginning in those years after December 15, 2016. Early adoption is not permitted. Upon adoption, a company may elect to either retrospectively restate each prior reporting period or reflect the cumulative effect of initially applying the update with an adjustment to retained earnings. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-12, which clarifies, in the context of share-based payment awards, that a performance target that affects vesting and could be achieved after the requisite service period has been rendered should be treated as a performance condition. Prior to this update, because there was no explicit guidance, there was diversity in practice among companies. This update is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. | |||
In January 2015, the FASB issued ASU No. 2015-01, which eliminates the concept of extraordinary items from generally accepted accounting principles. This update is effective for fiscal years and interim periods beginning in those years after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. | |||
Concentration_Of_Credit_Risk
Concentration Of Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Concentration Of Credit Risk [Abstract] | |
Concentration Of Credit Risk | 3. Concentration of Credit Risk |
The Company’s revenue is primarily generated in the United States. Changes in economic conditions, government regulations or demographic trends, among other matters, in the United States could adversely affect the Company’s revenue and results of operations. | |
The Company maintains its cash and cash equivalent balances in either insured depository accounts or money market mutual funds. The money market mutual funds are limited to investments in low-risk securities such as United States or government agency obligations, or repurchase agreements secured by such securities. | |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||
Business Combinations | 4. Business Combinations | ||||||||||||||||||
In May 2012, the Company acquired all of the equity interests of TC3 Health, Inc. (“TC3”), a technology-enabled provider of cost containment and payment integrity solutions for healthcare payers. | |||||||||||||||||||
In June 2013, the Company acquired all of the equity interests of Goold Health Systems (“Goold”), a technology-enabled provider of pharmacy benefit and related services primarily to state Medicaid agencies across the nation. | |||||||||||||||||||
In February 2014, the Company acquired all of the equity interests of Vieosoft, Inc. (“Vieosoft”), a development stage enterprise. | |||||||||||||||||||
In July 2014, the Company acquired all of the equity interests of Capario, Inc. (“Capario”), a technology-enabled provider of revenue cycle management solutions. | |||||||||||||||||||
In November 2014, the Company acquired all of the equity interests of Change Healthcare Corporation (“Change Healthcare”), a technology-enabled provider of healthcare consumer engagement and transparency solutions. | |||||||||||||||||||
In December 2014, the Company acquired all of the equity interests of Adminisource Communications, Inc. (“Adminisource”), a technology-enabled provider of payment and communication solutions. | |||||||||||||||||||
The following table summarizes certain information related to these acquisitions. The preliminary values of the consideration transferred, assets acquired and liabilities assumed in the Change Healthcare and Adminsource acquisitions, including the related tax effects, are subject to receipt of a final valuation and a final working capital settlement. | |||||||||||||||||||
Adminisource | Change Healthcare | Capario | Vieosoft | Goold | TC3 | ||||||||||||||
Total Consideration Fair Value at Acquisition Date: | |||||||||||||||||||
Cash paid at closing | $ | 34,825 | $ | 138,329 | $ | 89,423 | $ | 800 | $ | 19,391 | $ | 61,351 | |||||||
Contingent consideration | — | 4,680 | — | 6,015 | 5,553 | — | |||||||||||||
Parent options fair value | — | 650 | — | — | — | — | |||||||||||||
Other | -276 | -380 | -219 | — | -5 | 383 | |||||||||||||
$ | 34,549 | $ | 143,279 | $ | 89,204 | $ | 6,815 | $ | 24,939 | $ | 61,734 | ||||||||
Allocation of the Consideration Transferred: | |||||||||||||||||||
Cash | $ | 20 | $ | 8,053 | $ | 2,292 | $ | 21 | $ | 1,101 | $ | 2,340 | |||||||
Accounts receivable | 7,521 | 360 | 4,839 | — | 3,435 | 2,662 | |||||||||||||
Deferred income tax assets | 3,622 | 3,363 | 275 | — | — | 348 | |||||||||||||
Prepaid expenses and other current assets | 839 | 436 | 1,113 | — | 647 | 155 | |||||||||||||
Property and equipment | 1,324 | 8,393 | 9,580 | — | 7,695 | 10,414 | |||||||||||||
Identifiable intangible assets: | |||||||||||||||||||
Tradename | — | 6,380 | 900 | — | — | 530 | |||||||||||||
Noncompetition agreements | — | 2,800 | 2,740 | 1,320 | 280 | 1,300 | |||||||||||||
Customer relationships | 20,947 | 4,350 | 38,510 | — | 5,160 | 18,810 | |||||||||||||
Backlog and other | — | — | — | 2,060 | 460 | — | |||||||||||||
Goodwill | 4,025 | 113,939 | 76,279 | 6,159 | 14,300 | 38,634 | |||||||||||||
Accounts payable | -279 | -174 | -2,270 | — | -541 | — | |||||||||||||
Accrued expenses | -2,049 | -2,248 | -8,818 | -194 | -2,076 | -4,783 | |||||||||||||
Deferred revenues | -1,421 | -373 | -2 | — | -101 | — | |||||||||||||
Current maturities of long-term debt | — | — | -2,600 | -1,877 | -218 | — | |||||||||||||
Deferred income tax liabilities | — | — | -14,642 | -674 | -5,203 | -8,592 | |||||||||||||
Long-term debt | — | -2,000 | -18,785 | — | — | — | |||||||||||||
Other long-term liabilities | — | — | -207 | — | — | -84 | |||||||||||||
Total consideration transferred | $ | 34,549 | $ | 143,279 | $ | 89,204 | $ | 6,815 | $ | 24,939 | $ | 61,734 | |||||||
Acquisition costs in sales, marketing, general and administrative expense: | |||||||||||||||||||
For the year ended December 31, 2014 | $ | 553 | $ | 732 | $ | 975 | $ | 112 | $ | — | $ | — | |||||||
For the year ended December 31, 2013 | $ | — | $ | — | $ | — | $ | 199 | $ | 255 | $ | — | |||||||
For the year ended December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | 176 | $ | 513 | |||||||
Adminisource | Change Healthcare | Capario | Vieosoft | Goold | TC3 | ||||||||||||||
Other Information: | |||||||||||||||||||
Gross contractual accounts receivable | $ | 7,521 | $ | 360 | $ | 5,112 | $ | — | $ | 3,435 | $ | 2,943 | |||||||
Amount not expected to be collected | $ | — | $ | — | $ | 273 | $ | — | $ | — | $ | — | |||||||
Goodwill expected to be deductible for tax purposes | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
Contingent Consideration Information: | |||||||||||||||||||
Contingent consideration range | N/A | $0-$50,000 | N/A | $0-$43,104 | $0-15,000 | N/A | |||||||||||||
Measurement period | N/A | January 1, 2015 to December 31, 2017 | N/A | February 12, 2014 to December 31, 2017 | July 1, 2013 to September 30, 2014 | N/A | |||||||||||||
Basis of measurement | N/A | Revenue performance | N/A | Milestone achievement, revenue performance | Award of contracts with annual revenue exceeding targeted amount | N/A | |||||||||||||
Type of measurement | N/A | Level 3 | N/A | Level 3 | Level 3 | N/A | |||||||||||||
Key assumptions at the acquisition date: | |||||||||||||||||||
Range of annual revenue performance | N/A | $5,516 -$51,376 | N/A | $3,118-$67,925 | N/A | N/A | |||||||||||||
Probability of achieving milestone objectives | N/A | N/A | N/A | 90% | N/A | N/A | |||||||||||||
Probability of achieving minimum gross profit margin | N/A | N/A | N/A | 5% for 2015 -90% for 2017 | N/A | N/A | |||||||||||||
Probability of winning new contracts | N/A | N/A | N/A | N/A | 10%-50% | N/A | |||||||||||||
Probability of retaining contracts that expire during the measurement period | N/A | N/A | N/A | N/A | 90% | N/A | |||||||||||||
Range of baseline revenue retention for existing customers | N/A | N/A | N/A | N/A | 75%-125% | N/A | |||||||||||||
Expected payment date(s) | N/A | 2016-2018 | N/A | 2015-2017 | 12/15/14 | N/A | |||||||||||||
Discount rate(s) | N/A | 10.9% to 11.7% | N/A | 5.2% to 53.2% | 15.40% | N/A | |||||||||||||
Increase (decrease) to net loss: | |||||||||||||||||||
For the year ended December 31, 2014 | N/A | $ | — | N/A | $ | -1,270 | $ | 2,577 | N/A | ||||||||||
For the year ended December 31, 2013 | N/A | $ | — | N/A | $ | — | $ | -69 | N/A | ||||||||||
For the year ended December 31, 2012 | N/A | $ | — | N/A | $ | — | $ | — | N/A | ||||||||||
In January 2015, the Company paid approximately $8,057 to the former stockholders of Goold in full satisfaction of its contingent consideration liability. | |||||||||||||||||||
The Company generally recognizes goodwill attributable to the assembled workforce and expected synergies among the operations of the acquired entities and the Company’s existing operations. In the case of the Company’s acquisitions of operating companies, synergies generally have resulted from the elimination of duplicative facilities and personnel costs and cross selling opportunities among the Company’s existing customer base. Goodwill is generally deductible for federal income tax purposes when a business combination is treated as an asset purchase. Goodwill is generally not deductible for federal income tax purposes when the business combination is treated as a stock purchase. | |||||||||||||||||||
Property_And_Equipment
Property And Equipment | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property And Equipment [Abstract] | |||||||
Property And Equipment | 5. Property and Equipment | ||||||
Property and equipment as of December 31, 2014 and 2013, consisted of the following: | |||||||
2014 | 2013 | ||||||
Computer equipment | $ | 71,700 | $ | 61,348 | |||
Production equipment | 24,266 | 20,870 | |||||
Office equipment, furniture and fixtures | 12,019 | 10,661 | |||||
Software | 147,211 | 117,265 | |||||
Technology | 171,433 | 156,107 | |||||
Leasehold improvements | 36,105 | 35,700 | |||||
Construction in process | 25,077 | 29,272 | |||||
487,811 | 431,223 | ||||||
Less accumulated depreciation | -243,658 | -161,753 | |||||
Property and equipment, net | $ | 244,153 | $ | 269,470 | |||
Depreciation expense was $88,068, $80,538 and $74,777 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||
Goodwill_And_Intangible_Assets
Goodwill And Intangible Assets | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill And Intangible Assets [Abstract] | ||||||||||||||||
Goodwill And Intangible Assets | 6. Goodwill and Intangible Assets | |||||||||||||||
The following table presents the changes in the carrying amount of goodwill for the indicated periods. | ||||||||||||||||
Payer | Provider | Pharmacy | All Other | Total | ||||||||||||
Balance at December 31, 2012 | $ | 827,455 | $ | 401,845 | $ | 146,261 | $ | 112,573 | $ | 1,488,134 | ||||||
Acquisitions | — | — | 14,300 | — | 14,300 | |||||||||||
Balance at December 31, 2013 | $ | 827,455 | $ | 401,845 | $ | 160,561 | $ | 112,573 | $ | 1,502,434 | ||||||
Acquisitions | 22,871 | 34,308 | 6,159 | 137,064 | 200,402 | |||||||||||
Other | — | -267 | — | — | -267 | |||||||||||
Balance at December 31, 2014 | $ | 850,326 | $ | 435,886 | $ | 166,720 | $ | 249,637 | $ | 1,702,569 | ||||||
Intangible assets subject to amortization as of December 31, 2014 consisted of the following: | ||||||||||||||||
Weighted | Gross | |||||||||||||||
Average | Carrying | Accumulated | ||||||||||||||
Remaining Life | Amount | Amortization | Net | |||||||||||||
Customer relationships | 15.8 | $ | 1,627,530 | $ | -253,720 | $ | 1,373,810 | |||||||||
Trade names | 16.1 | 163,810 | -25,336 | 138,474 | ||||||||||||
Non-compete agreements | 2.0 | 19,940 | -9,459 | 10,481 | ||||||||||||
Data sublicense agreement | 2.8 | 31,000 | -16,584 | 14,416 | ||||||||||||
Other | 6.0 | 2,659 | -446 | 2,213 | ||||||||||||
Total | $ | 1,844,939 | $ | -305,545 | $ | 1,539,394 | ||||||||||
Amortization expense was $101,150, $103,301 and $112,448 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
Aggregate future amortization expense for intangible assets is estimated to be: | ||||||||||||||||
2015 | $ | 106,127 | ||||||||||||||
2016 | 104,932 | |||||||||||||||
2017 | 100,668 | |||||||||||||||
2018 | 95,637 | |||||||||||||||
2019 | 94,791 | |||||||||||||||
Thereafter | 1,037,239 | |||||||||||||||
$ | 1,539,394 | |||||||||||||||
Debt_Issuance_Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2014 | |
Debt Issuance Costs [Abstract] | |
Debt Issuance Costs | 7. Debt Issuance Costs |
As of December 31, 2014 and 2013, the total unamortized debt issuance costs were $12,818 and $13,572, respectively, and are included in other assets in the accompanying consolidated balance sheets. | |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Accrued Expenses [Abstract] | |||||||
Accrued Expenses | 8. Accrued Expenses | ||||||
Accrued expenses as of December 31, 2014 and 2013 consisted of the following: | |||||||
2014 | 2013 | ||||||
Customer deposits | $ | 28,618 | $ | 28,201 | |||
Accrued compensation | 31,786 | 28,449 | |||||
Accrued rebates | 10,272 | 6,165 | |||||
Accrued telecommunications | 5,196 | 4,141 | |||||
Accrued outside services | 7,722 | 10,566 | |||||
Accrued insurance | 5,338 | 4,779 | |||||
Accrued income, sales and other taxes | 3,183 | 3,271 | |||||
Accrued interest | 1,828 | 1,935 | |||||
Interest rate swap agreement | 2,567 | 2,575 | |||||
Accrued liabilities for purchases of property and equipment | 2,833 | 6,462 | |||||
Current portion of contingent consideration | 11,548 | 5,484 | |||||
Current portion of tax receivable agreement obligations to related parties | 945 | 974 | |||||
Pass-through payments | 48,072 | 12,704 | |||||
Other accrued liabilities | 15,298 | 15,443 | |||||
$ | 175,206 | $ | 131,149 | ||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Long-Term Debt [Abstract] | |||||||
Long-Term Debt | 9. Long-Term Debt | ||||||
In November 2011, the Company incurred substantial new indebtedness comprised of a senior secured term loan facility (as amended, the “Term Loan Facility”), a revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”), 11.00% Senior Notes due 2019 (the “2019 Notes”) and 11.25% Senior Notes due 2020 (the “2020 Notes”; together with the 2019 Notes, the “Senior Notes”). | |||||||
Long-term debt as of December 31, 2014 and 2013 consisted of the following: | |||||||
December 31, | December 31, | ||||||
2014 | 2013 | ||||||
Senior Credit Facilities | |||||||
$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $12,740 and $15,826 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 4.21%) | $ | 1,252,652 | $ | 1,262,445 | |||
$160 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $2,369 and $0 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 4.56%) | 157,231 | — | |||||
$125 million Senior Secured Revolving Credit facility, expiring on November 2, 2016 and bearing interest at a variable base rate plus a spread rate | — | — | |||||
Senior Notes | |||||||
$375 million 11% Senior Notes due December 31, 2019, net of unamortized discount of $6,720 and $7,664 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 11.53%) | 368,280 | 367,336 | |||||
$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized discount of $8,624 and $9,560 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 11.86%) | 366,376 | 365,440 | |||||
Obligation under data sublicense agreement | 17,237 | 22,543 | |||||
Other | 12,129 | 12,592 | |||||
Less current portion | -27,308 | -31,330 | |||||
Long-term debt | $ | 2,146,597 | $ | 1,999,026 | |||
Senior Credit Facilities | |||||||
The credit agreement governing the Senior Credit Facilities (the “Senior Credit Agreement”) provides that, subject to certain conditions, the Company may request additional tranches of term loans, increase commitments under the Revolving Facility or the Term Loan Facility or add one or more incremental revolving credit facility tranches (provided that the revolving credit commitments outstanding at any time have no more than three different maturity dates) in an aggregate amount not to exceed (a) $300,000 plus (b) an unlimited amount at any time, subject to compliance on a pro forma basis with a first lien net leverage ratio of no greater than 4.00 to 1.00. Availability of such additional tranches of term loans or revolving credit facilities and/or increased commitments is subject to, among other conditions, the absence of any default under the Senior Credit Agreement and the receipt of commitments by existing or additional financial institutions. Proceeds of the Revolving Facility, including up to $30,000 in the form of borrowings on same-day notice, referred to as swingline loans, and up to $50,000 in the form of letters of credits, are available to provide financing for working capital and general corporate purposes. | |||||||
Borrowings under the Senior Credit Facilities bear interest at an annual rate equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (i) the applicable prime rate, (ii) the federal funds rate plus 0.50% and (iii) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00%, which base rate, in the case of the Term Loan Facility only, shall be no less than 2.25%, or (b) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%. | |||||||
In April 2012, the Company amended the Senior Credit Agreement to reprice the Senior Credit Facilities and borrow $80,000 of additional term loans. Following this amendment, the LIBOR-based interest rate on the Term Loan Facility was LIBOR plus 3.75%, compared to the previous interest rate of LIBOR plus 5.50%. The new LIBOR-based interest rate on the Revolving Facility was LIBOR plus 3.50% (with a potential step-down to LIBOR plus 3.25% based on the Company’s first lien net leverage ratio), compared to the previous interest rate of LIBOR plus 5.25% (with a potential step-down to LIBOR plus 5.00% based on the Company’s first lien net leverage ratio). | |||||||
In April 2013, the Company again amended the Senior Credit Agreement to further reprice, and also to modify certain financial covenants under, the Senior Credit Facilities. Following this amendment, the interest rate on the Term Loan Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.75%. The new interest rate on the Revolving Facility is LIBOR plus 2.50%, compared to the previous interest rate of LIBOR plus 3.50% (or 3.25% based on a specified first lien net leverage ratio). The Term Loan Facility remains subject to a LIBOR floor of 1.25%, and there continues to be no LIBOR floor on the Revolving Facility. In connection with the April 2013 repricing, the Senior Credit Agreement also was amended to, among other things, eliminate the financial covenant related to the consolidated cash interest coverage ratio and modify the financial covenant related to the net leverage test by maintaining the required first lien net leverage ratio at 5.35 to 1.00 for the remaining term of the Senior Credit Facilities. | |||||||
These amendments to the Senior Credit Agreement resulted in a loss on extinguishment of debt of $23,160 and $21,853 and other expenses related to fees paid to third parties of $1,151 and $3,558, for the years ended December 31, 2013 and 2012, respectively, which have been reflected within sales, marketing, general and administrative expense in the accompanying consolidated statements of operations. | |||||||
In December 2014, the Company borrowed an additional $160,000 under the incremental term loan facility (“Incremental Term Loan”) on identical terms and having the same rights and obligations as the existing term loans under the Senior Credit Agreement through an amendment to the Senior Credit Agreement. | |||||||
In addition to paying interest on outstanding principal under the Senior Credit Facilities, the Company is required to pay customary agency fees, letter of credit fees and a 0.50% commitment fee in respect of the unutilized commitments under the Revolving Facility. | |||||||
The Senior Credit Agreement requires that the Company prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with (a) 100% of the net cash proceeds of any incurrence of debt other than debt permitted under the Senior Credit Agreement, (b) 50% (which percentage will be reduced to 25% and 0% based on the Company’s first lien net leverage ratio) of the Company’s annual excess cash flow and (c) 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions. | |||||||
The Company generally may voluntarily prepay outstanding loans under the Senior Credit Facilities at any time without premium or penalty other than breakage costs with respect to LIBOR loans; provided, however, the Company, for a period of six months following the December 2014 Incremental Term Loan amendment, is subject to a premium of 1.00% of the aggregate principal amount of any Incremental Term Loan amounts so prepaid. | |||||||
The Company is required to make quarterly payments equal to 0.25% of the aggregate principal amount of the loans under the Term Loan Facility, with the balance due and payable on November 2, 2018. Any principal amount outstanding under the Revolving Facility is due and payable on November 2, 2016. | |||||||
Certain of the Company’s United States wholly-owned restricted subsidiaries, together with the Company, are co-borrowers and jointly and severally liable for all obligations under the Senior Credit Facilities. Such obligations of the co-borrowers are unconditionally guaranteed by Beagle Intermediate Holdings, Inc. (a direct wholly-owned subsidiary of Parent), the Company and each of its existing and future United States wholly-owned restricted subsidiaries (with certain exceptions including immaterial subsidiaries). These obligations are secured by a perfected security interest in substantially all of the assets of the co-borrowers and guarantors now owned or later acquired, including a pledge of all of the capital stock of the Company and its United States wholly-owned restricted subsidiaries and 65% of the capital stock of its foreign restricted subsidiaries, subject in each case to the exclusion of certain assets and additional exceptions. | |||||||
The Senior Credit Agreement requires the Company to comply with a maximum first lien net leverage ratio financial maintenance covenant, to be tested on the last day of each fiscal quarter. A breach of the first lien net leverage ratio covenant is subject to certain equity cure rights. In addition, the Senior Credit Facilities contain a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of its subsidiaries to: | |||||||
· | incur additional indebtedness or guarantees; | ||||||
· | incur liens; | ||||||
· | make investments, loans and acquisitions; | ||||||
· | consolidate or merge; | ||||||
· | sell assets, including capital stock of subsidiaries; | ||||||
· | pay dividends on capital stock or redeem, repurchase or retire capital stock of the Company or any restricted subsidiary, subject to customary covenants, including compliance with leverage ratios and subject to limitation based on net income generated during the term of the Senior Credit Agreement; | ||||||
· | alter the business of the Company; | ||||||
· | amend, prepay, redeem or purchase subordinated debt; | ||||||
· | engage in transactions with affiliates; and | ||||||
· | enter into agreements limiting dividends and distributions of certain subsidiaries. | ||||||
The Senior Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default (including upon change of control). | |||||||
As of December 31, 2014, the Company believes it was in compliance with all of the applicable debt covenants under the Senior Credit Agreement. | |||||||
Senior Notes | |||||||
The 2019 Notes bear interest at an annual rate of 11.00% with interest payable semi-annually on June 30 and December 31 of each year. The 2019 Notes mature on December 31, 2019. The 2020 Notes bear interest at an annual rate of 11.25% with interest payable quarterly on March 31, June 30, September 30 and December 31 of each year. The 2020 Notes mature on December 31, 2020. | |||||||
The Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at any time on or after December 31, 2015 at the applicable redemption price, plus accrued and unpaid interest. At any time prior to December 31, 2015, the Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at its option and on one or more occasions, at a redemption price equal to 100% of the principal amount, plus an applicable premium and accrued and unpaid interest. If the Company experiences specific kinds of changes in control, it must offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. | |||||||
The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The Company’s obligations under the Senior Notes are guaranteed on a senior basis by all of its existing and subsequently acquired or organized wholly-owned United States restricted subsidiaries that guarantee the Senior Credit Facilities or its other indebtedness or indebtedness of any affiliate guarantor. The Senior Notes and the related guarantees are effectively subordinated to the Company’s existing and future secured obligations and that of its affiliate guarantors to the extent of the value of the collateral securing such obligations, and are structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Notes. | |||||||
The indentures governing the Senior Notes (the “Indentures”) contain customary covenants that restrict the ability of the Company and its restricted subsidiaries to: | |||||||
· | pay dividends on our capital stock or redeem, repurchase or retire our capital stock, subject to customary covenants, including compliance with a fixed charge coverage ratio and subject to limitation based on net income generated during the term of the Indentures; | ||||||
· | incur additional indebtedness or issue certain capital stock; | ||||||
· | incur certain liens; | ||||||
· | make investments, loans, advances and acquisitions; | ||||||
· | consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries; | ||||||
· | prepay subordinated debt; | ||||||
· | engage in certain transactions with affiliates; and | ||||||
· | enter into agreements restricting the subsidiaries’ ability to pay dividends. | ||||||
The Indentures also contain certain customary affirmative covenants and events of default. | |||||||
As of December 31, 2014, the Company believes it was in compliance with all of the applicable debt covenants under the Senior Notes. | |||||||
Obligation Under Data Sublicense Agreement | |||||||
In 2009 and 2010, the Company acquired certain additional rights to specified uses of its data from the former owner of the Company’s business in order to broaden the Company’s ability to pursue business intelligence and data analytics solutions for payers and providers. The Company previously licensed exclusive rights to this data to the former owner of the Company’s business. In connection with these data rights acquisitions, the Company recorded amortizable intangible assets and corresponding obligations at inception based on the present value of the scheduled annual payments through 2018, which totaled $65,000 in the aggregate (approximately $21,400 remained payable at December 31, 2014). In connection with the Merger, the Company was required to adjust this obligation to its fair value. | |||||||
Other | |||||||
From time to time, the Company enters into deferred financing arrangements with certain vendors. The obligations under such arrangements are recorded at the present value of the scheduled payments. Such future payments totaled $12,528 at December 31, 2014. | |||||||
Aggregate Future Maturities | |||||||
The aggregate amounts of future maturities under long-term debt arrangements are as follows: | |||||||
Years Ending December 31, | |||||||
2015 | $ | 27,308 | |||||
2016 | 27,925 | ||||||
2017 | 17,570 | ||||||
2018 | 1,381,555 | ||||||
2019 | 375,000 | ||||||
Thereafter | 375,000 | ||||||
$ | 2,204,358 | ||||||
Interest_Rate_Swap
Interest Rate Swap | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Interest Rate Swap [Abstract] | ||||||||||
Interest Rate Swap | 10. Interest Rate Swap | |||||||||
Risk Management Objective of Using Derivatives | ||||||||||
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. | ||||||||||
Cash Flow Hedges of Interest Rate Risk | ||||||||||
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. In January 2012, the Company executed three interest rate swap agreements to hedge the variable cash flows associated with existing variable-rate debt pursuant to the Term Loan Facility. As of December 31, 2014, the Company had outstanding interest rate derivatives with a combined notional amount of $640,000 that were designated as cash flow hedges of interest rate risk. | ||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $2,567 will be reclassified as an increase to interest expense. | ||||||||||
The following table summarizes the fair value of the Company’s derivative instruments at December 31, 2014 and 2013, respectively: | ||||||||||
Fair Values of Derivative Instruments | ||||||||||
Asset (Liability) Derivatives | ||||||||||
December 31, | December 31, | |||||||||
Balance Sheet Location | 2014 | 2013 | ||||||||
Derivatives designated as hedging instruments: | ||||||||||
Interest rate swaps | Other assets | $ | 222 | $ | 899 | |||||
Interest rate swaps | Accrued expenses | -2,567 | -2,575 | |||||||
$ | -2,345 | $ | -1,676 | |||||||
Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Operations | ||||||||||
The effect of the derivative instruments on the accompanying consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012, respectively, is summarized in the following table: | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | $ | -3,255 | $ | -1,559 | $ | 8,194 | ||||
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | $ | -2,587 | $ | -2,586 | $ | -2,373 | ||||
Credit Risk-related Contingent Features | ||||||||||
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company also could be declared in default on its derivative obligations. | ||||||||||
As of December 31, 2014, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $3,051. If the Company had breached any of these provisions at December 31, 2014, the Company could have been required to settle its obligations under the agreements at this termination value. The Company does not offset any derivative instruments and the derivative instruments are not subject to collateral posting requirements. | ||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Measurements | 11. Fair Value Measurements | ||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||
The Company’s assets and liabilities that are measured at fair value on a recurring basis consist of the Company’s derivative financial instruments and contingent consideration associated with business combinations. The table below summarizes these items as of December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall. | |||||||||||||
Quoted in | Significant | ||||||||||||
Balance at | Markets | Significant Other | Unobservable | ||||||||||
December 31, | Identical | Observable Inputs | Inputs | ||||||||||
Description | 2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||
Interest rate swaps | $ | -2,345 | $ | — | $ | -2,345 | $ | — | |||||
Contingent consideration obligations | -17,486 | — | — | -17,486 | |||||||||
Total | $ | -19,831 | $ | — | $ | -2,345 | $ | -17,486 | |||||
The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair value of the interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments) using the overnight index swap rate as the discount rate. | |||||||||||||
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements and measures the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. | |||||||||||||
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs to evaluate the likelihood of default by itself and by its counterparties. As of December 31, 2014, the Company determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. | |||||||||||||
The valuation of the Company’s contingent consideration obligations is estimated as the present value of total expected contingent consideration payments which are determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the purchase agreement and utilizes assumptions with regard to future sales, probabilities of achieving such future sales, the timing of the expected payments and a discount rate. Significant increases with respect to assumptions as to future sales and probabilities of achieving such future sales would result in a higher fair value measurement while an increase in the discount rate would result in a lower fair value measurement. | |||||||||||||
The table below presents a reconciliation of the fair value of the liabilities that use significant unobservable inputs (Level 3). | |||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of period | $ | -5,484 | $ | -296 | |||||||||
Adjustment of provisional amounts | — | — | |||||||||||
Issuance of contingent consideration | -10,695 | -5,553 | |||||||||||
Settlement of contingent consideration | — | 296 | |||||||||||
Total changes included in contingent consideration | -1,307 | 69 | |||||||||||
Balance at end of period | $ | -17,486 | $ | -5,484 | |||||||||
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis | |||||||||||||
During the year ended December 31, 2014, the Company’s pharmacy services segment received notice that its existing contract with a customer would not be renewed in full upon its expiration. As a result, the Company abandoned a customer related project that was under development and assessed the recoverability of the net assets included in the relevant asset group. The Company recognized an impairment charge to write off the abandoned project and to adjust the carrying value of the asset group to its fair value. This latter impairment charge was generally allocated to the affected long-lived assets on a pro rata basis. Additionally, the Company abandoned certain pharmacy services and provider services segment development projects in connection with execution of certain strategic initiatives during the year ended December 31, 2014. | |||||||||||||
The following table summarizes the affected financial statement captions, the allocation of the impairment charges among those captions and provides certain quantitative information associated with the required fair value measurements. | |||||||||||||
Range of Inputs | Fair Value | Impairment | |||||||||||
Long-lived assets to be held and used | |||||||||||||
Relevant asset group | N/A | $ | 13,066 | $ | 73,220 | ||||||||
Balance sheet account: | |||||||||||||
Customer relationships | N/A | N/A | $ | 72,290 | |||||||||
Property and equipment | N/A | N/A | $ | 930 | |||||||||
Unobservable inputs (discounted cash flow method): | |||||||||||||
Probability of contract extension | 80% | N/A | N/A | ||||||||||
Probability of new contract execution | 20%-90% | N/A | N/A | ||||||||||
Expected annual revenue range | $3,080-$3,590 | N/A | N/A | ||||||||||
Risk free interest rate | 1.60% | N/A | N/A | ||||||||||
Long-lived assets to be disposed of | |||||||||||||
Property and Equipment | N/A | $ | — | $ | 9,949 | ||||||||
Assets and Liabilities Measured at Fair Value upon Initial Recognition | |||||||||||||
The carrying amount and the estimated fair value of financial instruments held by the Company as of December 31, 2014 were: | |||||||||||||
Carrying | |||||||||||||
Amount | Fair Value | ||||||||||||
Cash and cash equivalents | $ | 82,306 | $ | 82,306 | |||||||||
Accounts receivable | $ | 233,791 | $ | 233,791 | |||||||||
Senior Credit Facilities (Level 1) | $ | 1,424,992 | $ | 1,400,453 | |||||||||
Senior Notes (Level 2) | $ | 750,000 | $ | 811,643 | |||||||||
The carrying amounts of cash equivalents and accounts receivable approximate fair value because of their short-term maturities. The fair value of long-term debt is based upon market quotes and trades by investors in partial interests of these instruments. | |||||||||||||
Commitments
Commitments | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments [Abstract] | ||||
Commitments | 12. Commitments | |||
Lease Commitments | ||||
The Company recognizes lease expense on a straight-line basis, including predetermined fixed escalations, over the initial lease term including reasonably assured renewal periods from the time that the Company controls the leased property. | ||||
The Company leases its offices and other facilities under operating lease agreements that expire at various dates through 2025. Future minimum lease commitments under these non-cancellable lease agreements as of December 31, 2014 were as follows: | ||||
Years Ending December 31: | ||||
2015 | $ | 12,022 | ||
2016 | 11,368 | |||
2017 | 10,721 | |||
2018 | 9,504 | |||
2019 | 4,981 | |||
Thereafter | 14,985 | |||
Total minimum lease payments | $ | 63,581 | ||
Total rent expense for all operating leases was $12,991, $12,625 and $11,193 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||
Post-employment Benefits | ||||
The Company generally offers post-employment benefits to its employees in the case of certain employee termination events consisting of severance and outplacement services. The extent of such benefits vary based on employee title and, in some cases, accumulate based on the respective employee’s years of service to the Company. Due to the episodic nature of the Company’s severance benefit history and the inability to reasonably predict future termination events, no accrual for accumulating severance benefits is accrued until the point that the payment of a severance benefit is probable and can be reasonably estimated. | ||||
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2014 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 13. Legal Proceedings |
The Company finalized and paid $8,000 related to the settlement of a vendor fee dispute in 2014, with $3,000 and $5,000 of this amount recognized within sales, marketing, general and administrative expense during the years ended December 31, 2014 and 2013, respectively. | |
Additionally, in the normal course of business, the Company is involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that their outcomes will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. | |
Incentive_Compensation_Plans
Incentive Compensation Plans | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Incentive Compensation Plans [Abstract] | |||||||||||||||||||||
Incentive Compensation Plans | 14. Incentive Compensation Plans | ||||||||||||||||||||
Equity Compensation Plans | |||||||||||||||||||||
In connection with the Merger, the Company’s then outstanding grants under various equity compensation programs, including the 2009 Equity Incentive Plan (the “2009 Plan”), became fully vested immediately prior to the closing of the Merger in accordance with the award agreements and were settled in cash, canceled or, for certain members of senior management, exchanged for new options of Parent common stock (the “Rollover Awards”). | |||||||||||||||||||||
Parent assumed the 2009 Plan by adopting the Beagle Parent Corp. Amended and Restated 2009 Equity Incentive Plan (the “Parent Equity Plan”). Pursuant to the Parent Equity Plan, 159,750 shares of Parent common stock have been reserved for the issuance of equity awards to employees, directors and consultants of Parent and its affiliates. | |||||||||||||||||||||
Equity Awards | |||||||||||||||||||||
Parent grants equity-based awards of Parent common stock to certain employees and directors under the Parent Equity Plan. Grants under the Parent Equity Plan consist of one, or a combination of, time-vested awards and/or performance-based awards. In each case, the equity awards are subject to certain call rights by Parent in the event of termination of service by the award holder and put rights by the award holder or his/her beneficiaries in the event of death or disability. The Company’s practice is to repurchase shares of Parent common stock held by former employees no earlier than six months following issuance of such shares of Parent common stock. As of December 31, 2014, the Company expects to repurchase 2,090 such shares of Parent common stock. | |||||||||||||||||||||
Time Vested Awards: The time-vested awards consist of the following: | |||||||||||||||||||||
(i) Tier I Time Awards were granted with an exercise price equal to the fair value of Parent common stock on the date of grant and generally vest in equal 20% installments on the first through fifth anniversary of the Merger or the grant date, subject to the award holder’s continued employment through each vesting date. The Company estimates the fair value of the Tier I Time Awards using the Black-Scholes option pricing model. As of December 31, 2014, unrecognized compensation expense related to Tier I Time Awards was $24,305. This expense is expected to be recognized over a weighted average period of 2.30 years. | |||||||||||||||||||||
(ii) Tier II Time Awards were granted with an exercise price greater than the fair value of Parent common stock on the date of grant and generally vest in equal 20% installments on the first through fifth anniversary of the Merger or grant date, subject to the award holder’s continued employment through each vesting date. As the Tier II Time Awards were granted with an exercise price that was significantly out of the money as of the grant date, the Tier II Time Awards contain an implied market condition. As a result, the requisite service period is the longer of the explicit and derived service periods. The Company estimates the fair value of the Tier II Time Awards using a Monte Carlo simulation. As of December 31, 2014, unrecognized compensation expense related to the Tier II Time Awards was $2,564. This expense is expected to be recognized over a weighted average period of 2.25 years. | |||||||||||||||||||||
Performance Awards: The performance awards were granted with an exercise price equal to the fair value of Parent common stock on the date of grant and vest, subject to the employee’s continued employment through the vesting date, on the date when Blackstone has sold at least 25% of the maximum number of Parent shares held by it (i.e. a liquidity event) and achieved a specified rate of return. The Company values the performance awards using a Monte Carlo simulation. Because vesting of the performance awards is contingent upon the occurrence of a liquidity event, no compensation expense has been recorded related to the performance awards. In the event that a sale by Blackstone of at least 25% of its stock occurs, the Company will record all related compensation expense at that time. As of December 31, 2014, unrecognized compensation expense related to the performance awards was $24,561. | |||||||||||||||||||||
Restricted Stock Units: During 2014, the Company granted 1,500 restricted stock units with a grant date fair value of $1,020 to vest in 20% equal installments on the first through fifth anniversary of the Merger or the grant date, subject to the employee’s continued employment through each vesting date. As of December 31, 2014, no restricted stock units were vested and unrecognized compensation expense related to the restricted stock units was $1,347. This expense is expected to be recognized over a weighted average period of 2.67 years. | |||||||||||||||||||||
Modification of Awards | |||||||||||||||||||||
In September 2013, awards granted to the Company’s former chief executive officer were modified to accelerate vesting and extend the grace period to exercise a portion of the Tier I Time Awards and Performance Awards for three years following his termination. In November 2014, awards granted to a former executive were modified to extend the period to exercise vested options following his termination. The former executive’s exercise period for the Tier I Time Awards was extended to fourteen months following his termination, and total incremental compensation cost recognized as a result of these modifications to the Tier I Time Awards was $167 and $970 for the years ended December 31, 2014 and 2013, respectively. Additionally, the former executive’s exercise period for the Performance Awards was extended to eight months following his termination, and in the event the performance condition governing the Performance Awards becomes probable, the Company will recognize $1,031 of incremental compensation cost as a result of these modifications. | |||||||||||||||||||||
Activity Summary | |||||||||||||||||||||
A summary of award activity under the Parent Equity Plan for the year ended December 31, 2014, is presented separately below for awards valued using the Black Scholes option pricing model and a Monte Carlo simulation. | |||||||||||||||||||||
Awards Valued Using the Black Scholes Option Pricing Model | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Weighted Average | Remaining | Aggregate | |||||||||||||||||||
Awards | Exercise Price | Contractual Term | Intrinsic Value | ||||||||||||||||||
Tier I Time | Rollover | Tier I Time | Rollover | Tier I Time | Rollover | Tier I Time | Rollover | ||||||||||||||
Awards | Awards | Awards | Awards | Awards | Awards | Awards | Awards | ||||||||||||||
Outstanding at January 1, 2014 | 54,722.7 | 2,985.0 | $ | 1,006 | $ | 250 | 8.9 | 7.8 | $ | 764 | $ | 4,058 | |||||||||
Granted | 17,500.0 | 472.0 | 1,241 | 88 | |||||||||||||||||
Exercised | -3,463.00 | -875 | 1,000 | 250 | 942 | 917 | |||||||||||||||
Expired | — | — | — | — | |||||||||||||||||
Forfeited | -7,389.70 | — | 1,001 | — | |||||||||||||||||
Outstanding at December 31, 2014 | 61,370.0 | 2,582.0 | $ | 1,074 | $ | 220 | 8.4 | 7.4 | $ | 24,005 | $ | 3,215 | |||||||||
Exercisable at December 31, 2014 | 21,490.5 | 2,582.0 | $ | 1,003 | $ | 220 | 7.7 | 7.4 | $ | 9,928 | $ | 3,215 | |||||||||
Awards Valued Using a Monte Carlo Simulation | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Weighted Average | Remaining | Aggregate | |||||||||||||||||||
Awards | Exercise Price | Contractual Term | Intrinsic Value | ||||||||||||||||||
Tier II Time | Performance | Tier II Time | Performance | Tier II Time | Performance | Tier II Time | Performance | ||||||||||||||
Awards | Awards | Awards | Awards | Awards | Awards | Awards | Awards | ||||||||||||||
Outstanding at January 1, 2014 | 16,300.0 | 52,000.0 | $ | 2,500 | $ | 1,005 | 8.9 | 9.6 | $ | — | $ | — | |||||||||
Granted | 2,850.0 | 16,750.0 | 2,500 | 1,239 | |||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||
Expired | — | — | — | — | |||||||||||||||||
Forfeited | -4,900.00 | -9,177.50 | 2,500 | 1,000 | |||||||||||||||||
Outstanding at December 31, 2014 | 14,250.0 | 59,572.5 | $ | 2,500 | $ | 1,074 | 8.2 | 8.4 | $ | — | $ | — | |||||||||
Exercisable at December 31, 2014 | 5,140.0 | — | $ | 2,500 | $ | — | 7.8 | — | $ | — | $ | — | |||||||||
Restricted Stock Units | |||||||||||||||||||||
Restricted | |||||||||||||||||||||
Stock Units | |||||||||||||||||||||
Unvested at December 31, 2013 | — | ||||||||||||||||||||
Granted | 1,500 | ||||||||||||||||||||
Canceled | — | ||||||||||||||||||||
Vested | — | ||||||||||||||||||||
Unvested at December 31, 2014 | 1,500 | ||||||||||||||||||||
Black-Scholes and Monte Carlo Simulation Option Pricing Model Assumptions | |||||||||||||||||||||
The following table summarizes the weighted average grant date fair values of awards valued using the Black-Scholes and Monte Carlo Simulation option pricing models, as appropriate, and the weighted average assumptions used to develop the fair value estimates under each of the valuation models for the years ended December 31, 2014, 2013 and 2012, respectively: | |||||||||||||||||||||
Tier I | Tier II | Performance | |||||||||||||||||||
Year Ended December 31, 2014: | Time Awards | Time Awards | Awards | ||||||||||||||||||
Weighted average grant date fair value | $ | 721.62 | $ | 399.07 | $ | 409.74 | |||||||||||||||
Expected volatility | 59.22 | % | 55.87 | % | 54.01 | % | |||||||||||||||
Risk-free interest rate | 1.93 | % | 2.76 | % | 2.35 | % | |||||||||||||||
Expected term (years) | 6.50 | N/A | N/A | ||||||||||||||||||
Year Ended December 31, 2013: | |||||||||||||||||||||
Weighted average grant date fair value | $ | 606.70 | $ | 399.07 | $ | 371.61 | |||||||||||||||
Expected volatility | 62.05 | % | 55.87 | % | 55.87 | % | |||||||||||||||
Risk-free interest rate | 1.77 | % | 2.76 | % | 2.76 | % | |||||||||||||||
Expected term (years) | 6.48 | N/A | N/A | ||||||||||||||||||
Year Ended December 31, 2012: | |||||||||||||||||||||
Weighted average grant date fair value | $ | 567.88 | $ | 381.50 | $ | 433.67 | |||||||||||||||
Expected volatility | 61.80 | % | 57.63 | % | 57.63 | % | |||||||||||||||
Risk-free interest rate | 0.84 | % | 1.57 | % | 1.57 | % | |||||||||||||||
Expected term (years) | 6.15 | N/A | N/A | ||||||||||||||||||
Expected dividend yield — The Company is subject to limitations on the payment of dividends under its Senior Credit Facilities as further discussed in Note 9 above to these consolidated financial statements. An increase in the dividend yield will decrease compensation expense. | |||||||||||||||||||||
Expected volatility — This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. For the Rollover Awards, the expected volatility was estimated based on a weighted average of the stock historical volatility prior to the Merger and the median historical volatility of a group of guideline companies (weighted based upon proportion of the expected term represented by the Company’s historical volatility and the volatility of the guideline companies, respectively). For awards granted following the Merger, the expected volatility was based upon the levered median historical volatility of a group of guideline companies. An increase in the expected volatility will increase compensation expense. | |||||||||||||||||||||
Risk-free interest rate — This is the U.S. Treasury rate for the week of the grant having a term approximating the expected life of the award. An increase in the risk-free interest rate will increase compensation expense. | |||||||||||||||||||||
Expected term — This is the period of time over which the awards are expected to remain outstanding. The Company estimates the expected term as the mid-point between the actual or expected vesting date and the contractual term. An increase in the expected term will increase compensation expense. | |||||||||||||||||||||
Summary of Equity Compensation Expense | |||||||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, the Company recognized expense of $7,334, $7,021 and $6,842, and an income tax benefit of $733, $59 and $0, respectively, in the aggregate related to its equity compensation arrangements. | |||||||||||||||||||||
Long Term Cash Incentive Plan | |||||||||||||||||||||
During 2013, the Company adopted the Emdeon Long Term Cash Incentive Plan (the “LTIP”). Under the terms of the LTIP, each participant has the opportunity to accrue a specified percentage of their respective annual base salary during each year of the 2013 to 2017 performance period based on the amount by which earnings before interest, taxes, depreciation and amortization of the participants designated business unit exceed a specified threshold. Aggregate payments under the LTIP will occur only in connection with a change in control of the Company and generally require the continued service of the respective participants through the date of the change in control. | |||||||||||||||||||||
At December 31, 2014, based on current participants, the maximum amount of cash payments that could be payable under the LTIP in the event of a change in control are $7,035. As of December 31, 2014, an estimated $1,771 of this maximum amount has been earned by the participants and would be payable in the event of a change in control. Because any payments under the LTIP are contingent upon a change in control, no amounts under the LTIP have been accrued in the accompanying consolidated balance sheets. | |||||||||||||||||||||
Retirement_Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2014 | |
Retirement Plans [Abstract] | |
Retirement Plans | 15. Retirement Plans |
Employees of the Company may participate in a 401k plan, which provides for matching contributions from the Company. Expenses related to this 401k plan were $5,174, $4,942 and $4,040 for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Taxes [Abstract] | ||||||||||
Income Taxes | 16. Income Taxes | |||||||||
The income tax provision for the years ended December 31, 2014, 2013 and 2012, respectively, was as follows: | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | -1,063 | $ | 349 | $ | -3,567 | ||||
State | 2,590 | 2,521 | 1,868 | |||||||
Current income tax provision (benefit) | 1,527 | 2,870 | -1,699 | |||||||
Deferred: | ||||||||||
Federal | -42,382 | -40,161 | -41,210 | |||||||
State | -1,010 | 606 | 2,763 | |||||||
Deferred income tax provision (benefit) | -43,392 | -39,555 | -38,447 | |||||||
Total income tax provision (benefit) | $ | -41,865 | $ | -36,685 | $ | -40,146 | ||||
The differences between the federal statutory rate and the effective income tax rate principally relate to the impact of valuation allowances and uncertain tax positions related to state income taxes, book versus tax basis differences in the Company’s investment in EBS Master LLC (“EBS Master”) prior to the change in tax status of EBS Master from a partnership to a corporation in January 2014, non-deductible costs related to the Merger and stock compensation expense recorded for book purposes but not deductible for tax. The reconciliation between the federal statutory rate and the effective income tax rate is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Statutory U.S. federal tax rate | 35.00 | % | 35.00 | % | 35.00 | % | ||||
State income taxes (net of federal benefit) | 1.00 | -1.89 | -2.95 | |||||||
Other | 0.79 | -0.1 | -1.02 | |||||||
Domestic production activities | — | — | 2.85 | |||||||
Change in tax status | -1.23 | — | — | |||||||
Effective income tax rate | 35.56 | % | 33.01 | % | 33.88 | % | ||||
At December 31, 2014, the Company had net operating loss carryforwards (tax effected) for federal and state income tax purposes of approximately $162,671 and $39,362, respectively, which expire from 2027 through 2035 and 2017 through 2035, respectively. A portion of net operating loss carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods due to the “change of ownership” provisions of the Internal Revenue Code and similar state provisions. | ||||||||||
The Company and certain of its subsidiaries are included in Parent’s consolidated filing group for U.S. federal income tax purposes, as well as in certain state income tax returns that include Parent. With respect to tax returns for any taxable period in which the Company or any of its subsidiaries are included in a tax return filing with Parent, the amount of taxes to be paid by the Company is determined, subject to certain adjustments, as if it and its subsidiaries filed their own tax returns excluding Parent. | ||||||||||
Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2014 and 2013 were as follows: | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets and (liabilities): | ||||||||||
Depreciation and amortization | $ | -636,550 | $ | -327,142 | ||||||
Investment in partnership | — | -307,077 | ||||||||
Accounts receivable | 2,503 | 738 | ||||||||
Fair value of interest rate swap | 967 | 632 | ||||||||
Accruals and reserves | 17,756 | 4,122 | ||||||||
Capital and net operating losses | 203,962 | 182,182 | ||||||||
Debt discount and interest | 451 | 1,249 | ||||||||
Equity compensation | 8,675 | 6,960 | ||||||||
Valuation allowance | -15,468 | -7,012 | ||||||||
Tax receivable agreement obligation to related parties | 21,381 | 13,484 | ||||||||
Other | 1,989 | 1,918 | ||||||||
Net deferred tax assets and (liabilities) | $ | -394,334 | $ | -429,946 | ||||||
Reported as: | ||||||||||
Current deferred tax assets | $ | 18,893 | $ | 6,317 | ||||||
Non-current deferred tax liabilities | -413,227 | -436,263 | ||||||||
Net deferred tax assets and (liabilities) | $ | -394,334 | $ | -429,946 | ||||||
In January 2014, the Company effected a change in the tax status of EBS Master from a partnership to a corporation. Prior to the tax status change, the Company recognized a deferred tax liability for the difference in the book and tax basis of its investment in EBS Master (i.e. outside basis). Following the tax status change, the Company’s deferred tax balances reflect differences in the book and tax bases of the individual assets and liabilities included in the corporation. | ||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Unrecognized benefit from prior years | $ | 11,366 | $ | 11,021 | $ | 9,911 | ||||
Decreases from prior period tax positions | -38 | -216 | — | |||||||
Increases from prior period tax positions | — | — | ||||||||
Increases from current period tax positions | 331 | 561 | 1,461 | |||||||
Decreases from settlements with taxing authorities | -1,347 | — | -351 | |||||||
Ending unrecognized benefit | $ | 10,312 | $ | 11,366 | $ | 11,021 | ||||
The Company had unrecognized tax benefits of $752 and $1,805 as of December 31, 2014 and 2013, respectively, which if recognized, would affect the effective income tax rate. The Company anticipates that the total amount of the unrecognized tax positions could change significantly in the next twelve months as a result of further insight as to the possible resolution of matters before the Joint Committee on Taxation, as well as the expiration of the statute of limitations related to certain matters. | ||||||||||
The Company recognizes interest income and expense (if any) related to income taxes as a component of income tax expense. The Company recognized no interest and penalties for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company’s U.S. federal and state income tax returns for the tax years 2011 and beyond remain subject to examination by the Internal Revenue Service. With respect to state and local jurisdictions and countries outside of the United States, the Company and its subsidiaries are typically subject to examination for a number of years after the income tax returns have been filed. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for in the accompanying consolidated financial statements for any adjustments that may be incurred due to state, local or foreign audits. | ||||||||||
Tax_Receivable_Agreement_Oblig
Tax Receivable Agreement Obligations To Related Parties | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Tax Receivable Agreement Obligations To Related Parties [Abstract] | ||||
Tax Receivable Agreement Obligations To Related Parties | 17. Tax Receivable Agreement Obligations to Related Parties | |||
The Company is a party to tax receivable agreements which obligate it to make payments to certain current and former owners of the Company, including affiliates of Blackstone, Hellman & Friedman and certain members of management (collectively, the “TRA Members”), equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions, including the Merger. The Company will retain the benefit of the remaining 15% of these tax savings. | ||||
The Company expects cumulative remaining payments under the tax receivable agreements of $351,190. $164,928 of this amount, which reflected the initial fair value of the tax receivable agreement obligations plus recognized accretion, was reflected as an obligation on the accompanying consolidated balance sheet at December 31, 2014. The accompanying consolidated statement of operations for the years ended December 31, 2014, 2013 and 2012 include accretion expense of $14,446, $26,470 and $8,666, respectively, related to this obligation. | ||||
During 2014, the Company changed its estimate of the timing and amount of future cash flows attributable to the tax receivable agreements as a result of a change in the Company’s effective tax rate, acquisitions consummated during the year and routine updates to financial projections. These revised estimates resulted in a decrease to loss before income tax benefit of $5,516 for the year ended December 31, 2014. | ||||
Based on current facts and circumstances, the Company estimates the aggregate payments due under the tax receivable agreements to be as follows: | ||||
Years Ending December 31: | ||||
2015 | $ | 945 | ||
2016 | 980 | |||
2017 | 64,290 | |||
2018 | 84,386 | |||
2019 | 23,842 | |||
Thereafter | 176,747 | |||
Gross expected payments | 351,190 | |||
Less: Amounts representing discount | -186,262 | |||
Total tax receivable agreement obligations due to related parties | 164,928 | |||
Less: Current portion due (included in accrued expenses) | -945 | |||
Tax receivable agreement obligations due to related parties | $ | 163,983 | ||
The timing and/or amount of aggregate payments due may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryovers and the portion of payments under the tax receivable agreements constituting imputed interest or amortizable basis. | ||||
Other_Related_Party_Transactio
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Other Related Party Transactions [Abstract] | |
Other Related Party Transactions | 18. Other Related Party Transactions |
Transaction and Advisory Fee Agreement | |
In connection with the Merger, the Company entered into a transaction and advisory fee agreement with Blackstone Management Partners L.L.C., an affiliate of Blackstone (“BMP”), and Hellman & Friedman, L.P., an affiliate of Hellman & Friedman (“HFLP,” and, together with BMP, the “Managers”), for a term of twelve years. Pursuant to the agreement, in consideration for certain advisory services, the Company is obligated to pay the Managers at the beginning of each fiscal year an aggregate advisory fee of $6,000 or an agreed upon amount not to exceed 2% of consolidated EBITDA (as defined in the Senior Credit Agreement) for such fiscal year. Pursuant to the agreement, the Managers are also entitled to receive transaction fees equal to 1% of the aggregate transaction value upon the consummation of any acquisition, divestiture, disposition, merger, consolidation, restructuring or recapitalization, issuance of private or public debt or equity securities (including an initial public offering of equity securities), financing or similar transaction involving the Company. | |
Pursuant to the agreement, in connection with or in anticipation of a change in control of the Company, sale of all or substantially all of the assets of the Company or an initial public offering of the equity of the Company or parent entity of the Company or their successors, the Managers have the option to receive, in consideration of such Manager’s role in facilitating such transaction and in settlement of the termination of the services, a single lump sum cash payment equal to the then-present value of all the then-current and future annual advisory fees payable under the agreement, assuming a remaining twelve-year payment period. To the extent that the Company does not pay the lump sum fee when due, the obligation will accrue interest at an annual rate of 10%, compounded quarterly. | |
During the years ended December 31, 2014, 2013 and 2012, the Company paid $6,000 ($4,350 to BMP and $1,650 to HFLP), $6,000 ($4,350 to BMP and $1,650 to HFLP) and $6,600 ($5,985 to BMP and $615 to HFLP) in advisory fees and approximately $400, $200 and $400, respectively, as reimbursement to BMP for their out of pocket expenses. The advisory fees are reflected within sales, marketing, general and administrative expense in the accompanying consolidated statements of operations. | |
2019 Notes and Term Loans Held by Related Party | |
During the years ended December 31, 2014, 2013 and 2012, certain investment funds managed by GSO Capital Partners LP (the “GSO-managed funds”) held a portion of the 2019 Notes and the Senior Credit Facilities. GSO Advisor Holdings LLC (“GSO Advisor”) is the general partner of GSO Capital Partners LP. Blackstone, indirectly through its subsidiaries, holds all of the issued and outstanding equity interests of GSO Advisor. As of December 31, 2014 and 2013, the GSO-managed funds held $0 and $100,000 in principal amount of the 2019 Notes and $68,588 and $90,645 in principal amount of the Senior Credit Facilities ($686 and $906 of which is classified within current portion of long-term debt), respectively. | |
Transactions with Blackstone Portfolio Companies | |
The Company provides various services to, and purchases from, certain Blackstone portfolio companies under contracts that were executed in the normal course of business. The Company recognized revenue of $3,230, $6,959 and $3,606 related to services provided to Blackstone portfolio companies for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Transactions with Hellman & Friedman Portfolio Companies | |
The Company both provides various services to, and purchases from, certain Hellman & Friedman portfolio companies under contracts that were executed in the normal course of business. The Company recognized revenue of $6,028, $2,029 and $206 related to services provided to Hellman & Friedman portfolio companies for the years ended December 31, 2014, 2013 and 2012, respectively. The Company paid Hellman & Friedman portfolio companies $116, $695 and $101 related to services provided to the Company for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||
Segment Reporting | 19. Segment Reporting | ||||||||||||||||||
Effective January 1, 2014, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its operating segments. Additionally, the Company periodically makes other changes to the composition of its operating segments. Prior period segment information is restated to reflect the organizational structure and any other changes made. | |||||||||||||||||||
During 2014, management viewed the Company’s operating results in three reportable segments: (a) payer services, (b) provider services and (c) pharmacy services. Listed below are the results of operations for each of the reportable segments. This information is reflected in the manner utilized by management to make operating decisions, assess performance and allocate resources. Segment assets are not presented to management for purposes of operational decision making, and therefore are not included in the accompanying tables. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 2 to these consolidated financial statements. | |||||||||||||||||||
Payer Services Segment | |||||||||||||||||||
The payer services segment provides payment cycle solutions that simplify the administration of healthcare related to insurance eligibility and benefit verification, claims management, payment integrity and payment distribution. Additionally, the payer services segment provides patient billing and payment and consulting services. | |||||||||||||||||||
Provider Services Segment | |||||||||||||||||||
The provider services segment provides revenue cycle management solutions, government program eligibility and enrollment services and revenue optimization solutions primarily to hospitals, physician practices, laboratories and other healthcare providers that simplify providers’ revenue cycle and workflow, reduce related costs and improve cash flow. | |||||||||||||||||||
Pharmacy Services Segment | |||||||||||||||||||
The pharmacy services segment provides electronic prescribing services, other electronic solutions and benefit administration services to pharmacies, pharmacy benefit management companies, government agencies and other payers related to prescription benefit claim filing, adjudication and management. | |||||||||||||||||||
All Other | |||||||||||||||||||
All Other consists of three operating segments, one which provides revenue cycle management solutions through channel partners, one which provides revenue cycle solutions, either directly or through channel partners, to dental practices and one, beginning in December 2014 following the acquisition of Change Healthcare, which provides consumer engagement and transparency solutions. | |||||||||||||||||||
Corporate and Eliminations | |||||||||||||||||||
Inter-segment revenue and expenses primarily represent claims management and patient billing and payment services provided between segments. | |||||||||||||||||||
Corporate and eliminations includes management, administrative and other shared corporate services functions such as information technology, legal, finance, human resources, marketing and product management, as well as eliminations to remove inter-segment revenue and expenses. These administrative and other shared services costs are excluded from the adjusted EBITDA measure for each respective operating segment. | |||||||||||||||||||
The revenue and adjusted EBITDA for the operating segments are as follows: | |||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||
Corporate and | |||||||||||||||||||
Payer | Provider | Pharmacy | All Other | Eliminations | Consolidated | ||||||||||||||
Revenue from external customers: | |||||||||||||||||||
Claims management | $ | 297,199 | $ | — | $ | — | $ | — | $ | — | $ | 297,199 | |||||||
Payment distribution services | 290,969 | — | — | — | — | 290,969 | |||||||||||||
Patient billing and payment services | 273,911 | — | — | — | — | 273,911 | |||||||||||||
Revenue cycle technology | — | 127,565 | — | — | — | 127,565 | |||||||||||||
Revenue cycle services | — | 134,126 | — | — | — | 134,126 | |||||||||||||
Physician services | — | 43,250 | — | — | — | 43,250 | |||||||||||||
Pharmacy | — | — | 125,978 | — | — | 125,978 | |||||||||||||
Channel Partner | — | — | — | 48,346 | -23,276 | 25,070 | |||||||||||||
Dental | — | — | — | 31,868 | — | 31,868 | |||||||||||||
Other | — | — | — | 477 | — | 477 | |||||||||||||
Inter-segment revenue | 8,723 | — | 352 | — | -9,075 | — | |||||||||||||
Net revenue | $ | 870,802 | $ | 304,941 | $ | 126,330 | $ | 80,691 | $ | -32,351 | $ | 1,350,413 | |||||||
Income (loss) before income taxes | 207,500 | 92,328 | -24,232 | 42,988 | -436,303 | $ | -117,719 | ||||||||||||
Interest expense | -9 | -159 | -12 | — | 147,009 | 146,829 | |||||||||||||
Depreciation and amortization | 66,491 | 48,129 | 14,864 | 195 | 59,539 | 189,218 | |||||||||||||
EBITDA | 273,982 | 140,298 | -9,380 | 43,183 | -229,755 | 218,328 | |||||||||||||
Equity compensation | 1,003 | 842 | 250 | 88 | 5,151 | 7,334 | |||||||||||||
Acquisition accounting adjustments | 192 | 57 | 697 | 3 | 86 | 1,035 | |||||||||||||
Acquisition-related costs | 2,067 | 303 | -69 | 29 | 4,597 | 6,927 | |||||||||||||
Transaction-related costs and advisory fees | — | — | — | — | 6,448 | 6,448 | |||||||||||||
Strategic initiatives, duplicative and transition costs | 689 | 30 | 127 | — | 12,018 | 12,864 | |||||||||||||
Severance costs | 1,634 | 1,520 | 18 | 54 | 4,779 | 8,005 | |||||||||||||
Accretion | — | — | — | — | 14,446 | 14,446 | |||||||||||||
Impairment of long-lived assets | 185 | 470 | 73,751 | 5 | 8,758 | 83,169 | |||||||||||||
Contingent consideration | — | — | 1,071 | — | 236 | 1,307 | |||||||||||||
Other non-routine, net | 3,149 | 489 | 337 | 21 | 488 | 4,484 | |||||||||||||
EBITDA Adjustments | 8,919 | 3,711 | 76,182 | 200 | 57,007 | 146,019 | |||||||||||||
Adjusted EBITDA | $ | 282,901 | $ | 144,009 | $ | 66,802 | $ | 43,383 | $ | -172,748 | $ | 364,347 | |||||||
Year Ended December 31, 2013 | |||||||||||||||||||
Corporate and | |||||||||||||||||||
Payer | Provider | Pharmacy | All Other | Eliminations | Consolidated | ||||||||||||||
Revenue from external customers: | |||||||||||||||||||
Claims management | $ | 290,980 | $ | — | $ | — | $ | — | $ | — | $ | 290,980 | |||||||
Payment distribution services | 261,168 | — | — | — | — | 261,168 | |||||||||||||
Patient billing and payment services | 251,497 | — | — | — | — | 251,497 | |||||||||||||
Revenue cycle technology | — | 118,298 | — | — | — | 118,298 | |||||||||||||
Revenue cycle services | — | 123,471 | — | — | — | 123,471 | |||||||||||||
Physician services | — | 37,329 | — | — | — | 37,329 | |||||||||||||
Pharmacy | — | — | 112,083 | — | — | 112,083 | |||||||||||||
Channel Partner | — | — | — | 40,369 | -25,003 | 15,366 | |||||||||||||
Dental | — | — | — | 32,375 | — | 32,375 | |||||||||||||
Inter-segment revenue | 6,006 | — | 334 | — | -6,340 | — | |||||||||||||
Net revenue | $ | 809,651 | $ | 279,098 | $ | 112,417 | $ | 72,744 | $ | -31,343 | $ | 1,242,567 | |||||||
Income (loss) before income taxes | 189,582 | 74,494 | 45,467 | 34,375 | -455,061 | $ | -111,143 | ||||||||||||
Interest expense | — | 33 | -11 | — | 153,147 | 153,169 | |||||||||||||
Depreciation and amortization | 64,743 | 47,103 | 15,920 | 148 | 55,925 | 183,839 | |||||||||||||
EBITDA | 254,325 | 121,630 | 61,376 | 34,523 | -245,989 | 225,865 | |||||||||||||
Equity compensation | 1,161 | 1,181 | 197 | 946 | 3,536 | 7,021 | |||||||||||||
Acquisition accounting adjustments | 282 | 440 | 143 | 17 | 12 | 894 | |||||||||||||
Acquisition-related costs | 2,429 | 99 | 70 | 4 | 643 | 3,245 | |||||||||||||
Transaction-related costs and advisory fees | — | — | — | — | 6,948 | 6,948 | |||||||||||||
Strategic initiatives, duplicative and transition costs | 130 | — | 1,229 | 101 | 6,941 | 8,401 | |||||||||||||
Severance costs | 453 | 330 | 567 | 284 | 5,886 | 7,520 | |||||||||||||
Loss on extinguishment of debt and other related costs | — | — | — | — | 24,311 | 24,311 | |||||||||||||
Accretion | — | — | — | — | 26,470 | 26,470 | |||||||||||||
Impairment of long-lived assets | — | — | — | — | 10,619 | 10,619 | |||||||||||||
Contingent consideration | — | — | -69 | — | — | -69 | |||||||||||||
Other non-routine, net | 5,296 | 665 | 15 | 7 | -3,218 | 2,765 | |||||||||||||
EBITDA Adjustments | 9,751 | 2,715 | 2,152 | 1,359 | 82,148 | 98,125 | |||||||||||||
Adjusted EBITDA | $ | 264,076 | $ | 124,345 | $ | 63,528 | $ | 35,882 | $ | -163,841 | $ | 323,990 | |||||||
Year Ended December 31, 2012 | |||||||||||||||||||
Corporate and | |||||||||||||||||||
Payer | Provider | Pharmacy | All Other | Eliminations | Consolidated | ||||||||||||||
Revenue from external customers: | |||||||||||||||||||
Claims management | $ | 251,073 | $ | — | $ | — | $ | — | $ | — | $ | 251,073 | |||||||
Payment distribution services | 253,499 | — | — | — | — | 253,499 | |||||||||||||
Patient billing and payment services | 253,576 | — | — | — | — | 253,576 | |||||||||||||
Revenue cycle technology | — | 105,936 | — | — | — | 105,936 | |||||||||||||
Revenue cycle services | — | 114,487 | — | — | — | 114,487 | |||||||||||||
Physician services | — | 34,629 | — | — | — | 34,629 | |||||||||||||
Pharmacy | — | — | 95,079 | — | — | 95,079 | |||||||||||||
Channel Partner | — | — | — | 38,685 | -26,237 | 12,448 | |||||||||||||
Dental | — | — | — | 31,586 | — | 31,586 | |||||||||||||
Inter-segment revenue | 4,832 | — | 350 | — | -5,182 | — | |||||||||||||
Net revenue | $ | 762,980 | $ | 255,052 | $ | 95,429 | $ | 70,271 | $ | -31,419 | $ | 1,152,313 | |||||||
Income (loss) before income taxes | 164,760 | 57,185 | 42,825 | 33,084 | -416,335 | $ | -118,481 | ||||||||||||
Interest expense | 8 | 80 | -6 | — | 172,171 | 172,253 | |||||||||||||
Depreciation and amortization | 67,285 | 52,462 | 15,017 | 136 | 52,325 | 187,225 | |||||||||||||
EBITDA | 232,053 | 109,727 | 57,836 | 33,220 | -191,839 | 240,997 | |||||||||||||
Equity compensation | 1,049 | 1,169 | 319 | 1,314 | 2,991 | 6,842 | |||||||||||||
Acquisition accounting adjustments | 2,482 | 1,993 | 4 | 215 | 3 | 4,697 | |||||||||||||
Acquisition-related costs | 6,308 | 174 | 79 | 29 | 323 | 6,913 | |||||||||||||
Transaction-related costs and advisory fees | — | — | — | — | 9,907 | 9,907 | |||||||||||||
Strategic initiatives, duplicative and transition costs | 660 | 34 | 204 | 1,410 | 7,422 | 9,730 | |||||||||||||
Severance costs | 763 | 457 | — | 72 | 340 | 1,632 | |||||||||||||
Loss on extinguishment of debt and other related costs | — | — | — | — | 25,411 | 25,411 | |||||||||||||
Accretion | — | — | — | — | 8,666 | 8,666 | |||||||||||||
Impairment of long-lived assets | 1,698 | 59 | — | — | 108 | 1,865 | |||||||||||||
Other non-routine, net | 676 | 312 | 11 | 41 | -1,261 | -221 | |||||||||||||
EBITDA Adjustments | 13,636 | 4,198 | 617 | 3,081 | 53,910 | 75,442 | |||||||||||||
Adjusted EBITDA | $ | 245,689 | $ | 113,925 | $ | 58,453 | $ | 36,301 | $ | -137,929 | $ | 316,439 | |||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||
Accumulated Other Comprehensive Income (Loss) | 20. Accumulated Other Comprehensive Income (Loss) | |||||||||
The following is a summary of the accumulated other comprehensive income (loss) balances, net of taxes, as of and for the year ended December 31, 2014. | ||||||||||
Foreign | Accumulated | |||||||||
Currency | Other | |||||||||
Translation | Cash Flow | Comprehensive | ||||||||
Adjustment | Hedge | Income (Loss) | ||||||||
Balance at January 1, 2014 | $ | -264 | $ | -1,079 | $ | -1,343 | ||||
Change associated with foreign currency translation | -219 | — | -219 | |||||||
Change associated with current period hedging | — | -2,980 | -2,980 | |||||||
Reclassification into earnings | — | 2,587 | 2,587 | |||||||
Balance at December 31, 2014 | $ | -483 | $ | -1,472 | $ | -1,955 | ||||
Supplemental_Condensed_Consoli
Supplemental Condensed Consolidating Financial Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Condensed Consolidating Financial Information [Abstract] | |||||||||||||
Supplemental Condensed Consolidating Financial Information | 21. Supplemental Condensed Consolidating Financial Information | ||||||||||||
In lieu of providing separate annual and interim financial statements for each guarantor of debt securities to be registered, Regulation S-X of SEC Guidelines, Rules and Regulations (“Regulation S-X”) provides companies, if certain criteria are satisfied, with the option to instead provide condensed consolidating financial information for its issuers, guarantors and non-guarantors. In the case of the Company, the applicable criteria include the following: (i) the Senior Notes are fully and unconditionally guaranteed on a joint and several basis (subject to customary release provisions), (ii) each of the guarantors of the Senior Notes is a direct or indirect 100%-owned subsidiary of the Company and (iii) any non-guarantors are considered minor as that term is defined in Regulation S-X. Because each of these criteria has been satisfied by the Company, summarized condensed consolidating balance sheets at December 31, 2014 and 2013, condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the years ended December 31, 2014, 2013 and 2012, respectively, for the Company, segregating the issuer, the subsidiary guarantors and consolidating adjustments, are reflected below. Prior year amounts have been reclassified to conform to the current year presentation. | |||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||
As of December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 796 | $ | 81,510 | $ | — | $ | 82,306 | |||||
Accounts receivable, net of allowance for doubtful accounts | — | 233,791 | — | 233,791 | |||||||||
Deferred income tax assets | — | 18,893 | — | 18,893 | |||||||||
Prepaid expenses and other current assets | 2,267 | 26,979 | — | 29,246 | |||||||||
Total current assets | 3,063 | 361,173 | — | 364,236 | |||||||||
Property and equipment, net | 7 | 244,146 | — | 244,153 | |||||||||
Due from affiliates | — | 180,610 | -180,610 | — | |||||||||
Investment in consolidated subsidiaries | 1,740,062 | — | -1,740,062 | — | |||||||||
Goodwill | — | 1,702,569 | — | 1,702,569 | |||||||||
Intangible assets, net | 133,500 | 1,405,894 | — | 1,539,394 | |||||||||
Other assets, net | 152,689 | 17,270 | -149,647 | 20,312 | |||||||||
Total assets | $ | 2,029,321 | $ | 3,911,662 | $ | -2,070,319 | $ | 3,870,664 | |||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 16,399 | $ | — | $ | 16,399 | |||||
Accrued expenses | 4,935 | 170,271 | — | 175,206 | |||||||||
Deferred revenues | — | 10,518 | — | 10,518 | |||||||||
Current portion of long-term debt | 6,709 | 20,599 | — | 27,308 | |||||||||
Total current liabilities | 11,644 | 217,787 | — | 229,431 | |||||||||
Due to affiliates | 180,610 | — | -180,610 | — | |||||||||
Long-term debt, excluding current portion | 771,019 | 1,375,578 | — | 2,146,597 | |||||||||
Deferred income tax liabilities | — | 562,874 | -149,647 | 413,227 | |||||||||
Tax receivable agreement obligations to related parties | 163,983 | — | — | 163,983 | |||||||||
Other long-term liabilities | — | 15,361 | — | 15,361 | |||||||||
Commitments and contingencies | |||||||||||||
Equity | 902,065 | 1,740,062 | -1,740,062 | 902,065 | |||||||||
Total liabilities and equity | $ | 2,029,321 | $ | 3,911,662 | $ | -2,070,319 | $ | 3,870,664 | |||||
Condensed Consolidating Balance Sheet | |||||||||||||
As of December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 2,794 | $ | 73,744 | $ | — | $ | 76,538 | |||||
Accounts receivable, net of allowance for doubtful accounts | — | 214,247 | — | 214,247 | |||||||||
Deferred income tax assets | — | 6,317 | — | 6,317 | |||||||||
Prepaid expenses and other current assets | 3,441 | 23,578 | — | 27,019 | |||||||||
Total current assets | 6,235 | 317,886 | — | 324,121 | |||||||||
Property and equipment, net | 10 | 269,460 | — | 269,470 | |||||||||
Due from affiliates | — | 69,142 | -69,142 | — | |||||||||
Investment in subsidiaries | 1,764,213 | — | -1,764,213 | — | |||||||||
Goodwill | — | 1,502,434 | — | 1,502,434 | |||||||||
Intangible assets, net | 142,500 | 1,490,188 | — | 1,632,688 | |||||||||
Other assets, net | 64,536 | 14,949 | -60,316 | 19,169 | |||||||||
Total assets | $ | 1,977,494 | $ | 3,664,059 | $ | -1,893,671 | $ | 3,747,882 | |||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 8,367 | $ | — | $ | 8,367 | |||||
Accrued expenses | 8,205 | 122,944 | — | 131,149 | |||||||||
Deferred revenues | — | 10,881 | — | 10,881 | |||||||||
Current portion of long-term debt | 5,775 | 25,555 | — | 31,330 | |||||||||
Total current liabilities | 13,980 | 167,747 | — | 181,727 | |||||||||
Due to affiliates | 69,142 | — | -69,142 | — | |||||||||
Long-term debt, excluding current portion | 775,330 | 1,223,696 | — | 1,999,026 | |||||||||
Deferred income tax liabilities | — | 496,579 | -60,316 | 436,263 | |||||||||
Tax receivable agreement obligations to related parties | 150,496 | — | — | 150,496 | |||||||||
Other long-term liabilities | — | 11,824 | — | 11,824 | |||||||||
Commitments and contingencies | — | — | — | — | |||||||||
Total equity | 968,546 | 1,764,213 | -1,764,213 | 968,546 | |||||||||
Total liabilities and equity | $ | 1,977,494 | $ | 3,664,059 | $ | -1,893,671 | $ | 3,747,882 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue | $ | — | $ | 1,350,413 | $ | — | $ | 1,350,413 | |||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 803,590 | — | 803,590 | |||||||||
Development and engineering | — | 33,564 | — | 33,564 | |||||||||
Sales, marketing, general and administrative | 17,126 | 182,851 | — | 199,977 | |||||||||
Depreciation and amortization | 9,003 | 180,215 | — | 189,218 | |||||||||
Accretion | 14,446 | — | — | 14,446 | |||||||||
Impairment of long-lived assets | — | 83,169 | — | 83,169 | |||||||||
Operating income (loss) | -40,575 | 67,024 | — | 26,449 | |||||||||
Equity in earnings of consolidated subsidiaries | 31,409 | — | -31,409 | — | |||||||||
Interest expense, net | 93,471 | 53,358 | — | 146,829 | |||||||||
Contingent consideration | — | 1,307 | — | 1,307 | |||||||||
Other | -111 | -3,857 | — | -3,968 | |||||||||
Income (loss) before income tax provision (benefit) | -165,344 | 16,216 | 31,409 | -117,719 | |||||||||
Income tax provision (benefit) | -89,490 | 47,625 | — | -41,865 | |||||||||
Net income (loss) | $ | -75,854 | $ | -31,409 | $ | 31,409 | $ | -75,854 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue | $ | — | $ | 1,242,567 | $ | — | $ | 1,242,567 | |||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 759,409 | — | 759,409 | |||||||||
Development and engineering | — | 32,538 | — | 32,538 | |||||||||
Sales, marketing, general and administrative | 12,321 | 156,387 | — | 168,708 | |||||||||
Depreciation and amortization | 9,004 | 174,835 | — | 183,839 | |||||||||
Accretion | 26,470 | — | — | 26,470 | |||||||||
Impairment of long-lived assets | — | 10,619 | — | 10,619 | |||||||||
Operating income (loss) | -47,795 | 108,779 | — | 60,984 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,159 | — | 14,159 | — | |||||||||
Interest expense, net | 94,021 | 59,148 | — | 153,169 | |||||||||
Loss on extinguishment of debt | 485 | 22,675 | — | 23,160 | |||||||||
Contingent consideration | — | -69 | — | -69 | |||||||||
Other | -2,925 | -1,208 | — | -4,133 | |||||||||
Income (loss) before income tax provision (benefit) | -125,217 | 28,233 | -14,159 | -111,143 | |||||||||
Income tax provision (benefit) | -50,759 | 14,074 | — | -36,685 | |||||||||
Net income (loss) | $ | -74,458 | $ | 14,159 | $ | -14,159 | $ | -74,458 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue | $ | — | $ | 1,152,313 | $ | — | $ | 1,152,313 | |||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 696,619 | — | 696,619 | |||||||||
Development and engineering | — | 34,529 | — | 34,529 | |||||||||
Sales, marketing, general and administrative | 9,072 | 137,462 | — | 146,534 | |||||||||
Depreciation and amortization | 9,004 | 178,221 | — | 187,225 | |||||||||
Accretion | 8,666 | — | — | 8,666 | |||||||||
Impairment of long-lived assets | — | 1,865 | — | 1,865 | |||||||||
Operating income (loss) | -26,742 | 103,617 | — | 76,875 | |||||||||
Equity in earnings of consolidated subsidiaries | -3,400 | — | 3,400 | — | |||||||||
Interest expense, net | 94,089 | 78,164 | — | 172,253 | |||||||||
Loss on extinguishment of debt | 495 | 21,358 | — | 21,853 | |||||||||
Contingent consideration | — | — | — | — | |||||||||
Other | 1,250 | — | — | 1,250 | |||||||||
Income (loss) before income tax provision (benefit) | -119,176 | 4,095 | -3,400 | -118,481 | |||||||||
Income tax provision (benefit) | -40,841 | 695 | — | -40,146 | |||||||||
Net income (loss) | $ | -78,335 | $ | 3,400 | $ | -3,400 | $ | -78,335 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -75,854 | $ | -31,409 | $ | 31,409 | $ | -75,854 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -393 | — | — | -393 | |||||||||
Foreign currency translation adjustment | — | -219 | — | -219 | |||||||||
Equity in other comprehensive earnings | -219 | — | 219 | — | |||||||||
Other comprehensive income (loss) | -612 | -219 | 219 | -612 | |||||||||
Total comprehensive income (loss) | $ | -76,466 | $ | -31,628 | $ | 31,628 | $ | -76,466 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -74,458 | $ | 14,159 | $ | -14,159 | $ | -74,458 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | 2,583 | — | — | 2,583 | |||||||||
Foreign currency translation adjustment | — | -137 | — | -137 | |||||||||
Equity in other comprehensive earnings | -137 | — | 137 | — | |||||||||
Other comprehensive income (loss) | 2,446 | -137 | 137 | 2,446 | |||||||||
Total comprehensive income (loss) | $ | -72,012 | $ | 14,022 | $ | -14,022 | $ | -72,012 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -78,335 | $ | 3,400 | $ | -3,400 | $ | -78,335 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -3,662 | — | — | -3,662 | |||||||||
Foreign currency translation adjustment | — | 67 | — | 67 | |||||||||
Equity in other comprehensive earnings | 67 | — | -67 | — | |||||||||
Other comprehensive income (loss) | -3,595 | 67 | -67 | -3,595 | |||||||||
Total comprehensive income (loss) | $ | -81,930 | $ | 3,467 | $ | -3,467 | $ | -81,930 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -75,854 | $ | -31,409 | $ | 31,409 | $ | -75,854 | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||
Depreciation and amortization | 9,003 | 180,215 | - | 189,218 | |||||||||
Accretion | 14,446 | - | - | 14,446 | |||||||||
Equity compensation | 335 | 6,999 | - | 7,334 | |||||||||
Deferred income tax expense (benefit) | -89,089 | 45,697 | - | -43,392 | |||||||||
Amortization of debt discount and issuance costs | 2,704 | 5,143 | - | 7,847 | |||||||||
Contingent consideration | - | 1,307 | - | 1,307 | |||||||||
Gain on sale of cost method investment | -114 | - | - | -114 | |||||||||
Impairment of long lived assets | - | 83,169 | - | 83,169 | |||||||||
Equity in earnings of consolidated subsidiaries | 31,409 | - | -31,409 | - | |||||||||
Other | -1,089 | -1,166 | - | -2,255 | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | -6,824 | - | -6,824 | |||||||||
Prepaid expenses and other | 773 | -237 | - | 536 | |||||||||
Accounts payable | - | 4,591 | - | 4,591 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | -7,908 | 34,558 | - | 26,650 | |||||||||
Tax receivable agreement obligations to related parties | -988 | - | - | -988 | |||||||||
Due to/from affiliates | 111,582 | -111,582 | - | - | |||||||||
Net cash provided (used in) by operating activities | -4,790 | 210,461 | - | 205,671 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -55,926 | - | -55,926 | |||||||||
Payments for acquisitions, net of cash acquired | - | -252,772 | - | -252,772 | |||||||||
Proceeds from sale of cost method investment | 677 | - | - | 677 | |||||||||
Other | - | -139 | - | -139 | |||||||||
Investment in subsidiary | 95 | - | -95 | - | |||||||||
Net cash provided by (used in) investing activities | 772 | -308,837 | -95 | -308,160 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc. net | - | -95 | 95 | - | |||||||||
Proceeds from Term Loan Facility | - | 157,600 | - | 157,600 | |||||||||
Payments on Term Loan Facility | -276 | -13,003 | - | -13,279 | |||||||||
Payment of debt assumed from acquisition | - | -25,262 | - | -25,262 | |||||||||
Proceeds from Revolving Facility | - | 183,000 | - | 183,000 | |||||||||
Payments on Revolving Facility | - | -183,000 | - | -183,000 | |||||||||
Payment of loan costs | - | -2,096 | - | -2,096 | |||||||||
Repayment of deferred financing arrangements | - | -10,741 | - | -10,741 | |||||||||
Repurchase of Parent common stock | -960 | -261 | - | -1,221 | |||||||||
Capital contribution from Parent | 3,256 | - | - | 3,256 | |||||||||
Net cash provided by (used in) financing activities | 2,020 | 106,142 | 95 | 108,257 | |||||||||
Net decrease in cash and cash equivalents | -1,998 | 7,766 | - | 5,768 | |||||||||
Cash and cash equivalents at beginning of period | 2,794 | 73,744 | - | 76,538 | |||||||||
Cash and cash equivalents at end of period | $ | 796 | $ | 81,510 | $ | - | $ | 82,306 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
As of December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -74,458 | $ | 14,159 | $ | -14,159 | $ | -74,458 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 9,004 | 174,835 | - | 183,839 | |||||||||
Accretion expense | 26,470 | - | - | 26,470 | |||||||||
Equity compensation expense | 240 | 6,781 | - | 7,021 | |||||||||
Deferred income tax expense (benefit) | -49,195 | 9,640 | - | -39,555 | |||||||||
Amortization of debt discount and issuance costs | 2,501 | 5,974 | - | 8,475 | |||||||||
Contingent consideration | - | -69 | - | -69 | |||||||||
Gain on sale of cost method investment | -2,925 | - | - | -2,925 | |||||||||
Loss on extinguishment of debt | 478 | 22,350 | - | 22,828 | |||||||||
Impairment of long lived assets | - | 10,619 | - | 10,619 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,159 | - | 14,159 | - | |||||||||
Other | -822 | -1,140 | - | -1,962 | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | -20,791 | - | -20,791 | |||||||||
Prepaid expenses and other | -2,402 | 3,844 | - | 1,442 | |||||||||
Accounts payable | - | 1,335 | - | 1,335 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | 3,171 | 26,102 | - | 29,273 | |||||||||
Tax receivable agreement obligations to related parties | -1,142 | - | - | -1,142 | |||||||||
Due to/from affiliates | 6,209 | -6,209 | - | - | |||||||||
Net cash provided by (used in) operating activities | -97,030 | 247,430 | - | 150,400 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | -11 | -71,075 | - | -71,086 | |||||||||
Payments for acquisitions, net of cash acquired | - | -18,291 | - | -18,291 | |||||||||
Proceeds from sale of cost method investment | 96,475 | -90,655 | - | 5,820 | |||||||||
Investment in subsidiaries, net | 5,821 | - | -5,821 | - | |||||||||
Net cash provided by (used in) investing activities | 102,285 | -180,021 | -5,821 | -83,557 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc., net | - | -5,821 | 5,821 | - | |||||||||
Payments on Term Loan Facility | -280 | -12,632 | - | -12,912 | |||||||||
Payment of debt assumed from acquisition | - | -218 | - | -218 | |||||||||
Payment of loan costs | - | -2,178 | - | -2,178 | |||||||||
Repayment of deferred financing arrangements | -4,321 | -3,243 | - | -7,564 | |||||||||
Repurchase of Parent common stock | -613 | - | - | -613 | |||||||||
Capital contribution from Parent | 1,999 | - | 1,999 | ||||||||||
Other | - | -582 | - | -582 | |||||||||
Net cash provided by (used in) financing activities | -3,215 | -24,674 | 5,821 | -22,068 | |||||||||
Net increase (decrease) in cash and cash equivalents | 2,040 | 42,735 | - | 44,775 | |||||||||
Cash and cash equivalents at beginning of period | 754 | 31,009 | - | 31,763 | |||||||||
Cash and cash equivalents at end of period | $ | 2,794 | $ | 73,744 | $ | - | $ | 76,538 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
As of December 31, 2012 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -78,335 | $ | 3,400 | $ | -3,400 | $ | -78,335 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 9,004 | 178,221 | - | 187,225 | |||||||||
Accretion expense | 8,666 | - | - | 8,666 | |||||||||
Equity compensation expense | 27 | 6,815 | - | 6,842 | |||||||||
Deferred income tax expense (benefit) | -40,841 | 2,394 | - | -38,447 | |||||||||
Amortization of debt discount and issuance costs | 2,265 | 7,920 | - | 10,185 | |||||||||
Loss on extinguishment of debt | 495 | 17,798 | - | 18,293 | |||||||||
Impairment of long lived assets | - | 1,865 | - | 1,865 | |||||||||
Equity in earnings of consolidated subsidiaries | -3,400 | - | 3,400 | - | |||||||||
Other | - | 820 | - | 820 | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | 1,601 | - | 1,601 | |||||||||
Prepaid expenses and other | 1,438 | -13,534 | - | -12,096 | |||||||||
Accounts payable | - | -2,149 | - | -2,149 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | -14,244 | -10,972 | - | -25,216 | |||||||||
Tax receivable agreement obligations to related parties | -334 | - | - | -334 | |||||||||
Due to/from affiliates | 7,463 | -7,463 | - | - | |||||||||
Net cash provided by (used in) operating activities | -107,796 | 186,716 | - | 78,920 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -62,054 | - | -62,054 | |||||||||
Payments for acquisitions, net of cash acquired | - | -59,011 | - | -59,011 | |||||||||
Investment in subsidiaries, net | 112,067 | - | -112,067 | - | |||||||||
Net cash provided by (used in) investing activities | 112,067 | -121,065 | -112,067 | -121,065 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc., net | - | -112,067 | 112,067 | - | |||||||||
Proceeds from Term Loan Facility | - | 70,351 | - | 70,351 | |||||||||
Payments on Term Loan Facility | -259 | -12,558 | - | -12,817 | |||||||||
Payments on Revolving Facility | - | -15,000 | - | -15,000 | |||||||||
Payment of loan costs | -34 | -2,026 | - | -2,060 | |||||||||
Repayment of deferred financing arrangements | -3,796 | - | - | -3,796 | |||||||||
Repurchase of Parent common stock | - | -317 | - | -317 | |||||||||
Other | - | -376 | - | -376 | |||||||||
Net cash provided by (used in) financing activities | -4,089 | -71,993 | 112,067 | 35,985 | |||||||||
Net increase (decrease) in cash and cash equivalents | 182 | -6,342 | - | -6,160 | |||||||||
Cash and cash equivalents at beginning of period | 572 | 37,351 | - | 37,923 | |||||||||
Cash and cash equivalents at end of period | $ | 754 | $ | 31,009 | $ | - | $ | 31,763 | |||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Event [Abstract] | |
Subsequent Event | 22. Subsequent Event |
In January 2015, the Company reorganized its reportable segments to align with its solution and service offerings. | |
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule II - Valuation And Qualifying Accounts [Abstract] | ||||||||||||||||
Schedule II - Valuation And Qualifying Accounts | Emdeon Inc. | |||||||||||||||
Schedule II—Valuation and Qualifying Accounts | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Charged | ||||||||||||||||
Balance at | to Costs | Charged | Balance at | |||||||||||||
Beginning | and | to Other | End of | |||||||||||||
Description | of Year | Expenses | Accounts | Write-offs | Year | |||||||||||
Allowance for doubtful accounts | ||||||||||||||||
Year ended December 31, 2014 | $ | 3,856 | $ | 5,027 | $ | 88 | $ | -2,594 | $ | 6,377 | ||||||
Year ended December 31, 2013 | $ | 3,585 | $ | 1,982 | $ | 854 | $ | -2,565 | $ | 3,856 | ||||||
Year ended December 31, 2012 | $ | 1,201 | $ | 1,598 | $ | 3,571 | $ | -2,785 | $ | 3,585 | ||||||
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policy) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Summary Of Significant Accounting Policies [Abstract] | |||
Principles Of Consolidation | Principles of Consolidation | ||
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all subsidiaries and entities that are controlled by the Company. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of acquisition. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. | |||
Reclassifications | Reclassifications | ||
Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. | |||
Accounting Estimates | Accounting Estimates | ||
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors and various other assumptions that the Company believes are necessary to consider in order to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Estimates and assumptions by management affect: the allowance for doubtful accounts; the fair value assigned to assets acquired and liabilities assumed in business combinations; tax receivable agreement obligations; the fair value of interest rate swap obligations; contingent consideration; loss accruals; the carrying value of long-lived assets (including goodwill and intangible assets); the amortization period of long-lived assets (excluding goodwill); the carrying value, capitalization and amortization of software development costs; the provision and benefit for income taxes and related deferred tax accounts; certain accrued expenses; revenue recognition; contingencies; and the value attributed to equity awards. | |||
Business Combinations | Business Combinations | ||
The Company recognizes the consideration transferred (i.e. purchase price) in a business combination, as well as the acquired business’ identifiable assets, liabilities and noncontrolling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and noncontrolling interest, if any, is recorded as goodwill. Any excess of the fair value of the identifiable assets acquired and liabilities assumed over the consideration transferred, if any, is generally recognized within earnings as of the acquisition date. | |||
The fair value of the consideration transferred, assets, liabilities and noncontrolling interests is estimated based on one or a combination of income, costs or market approaches as determined based on the nature of the asset or liability and the level of inputs available to the Company (i.e. quoted prices in an active market, other observable inputs or unobservable inputs). To the extent that the Company’s initial accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are reported for those items which are incomplete. The Company retroactively adjusts, to the extent material, such provisional amounts as of the acquisition date once new information is received about facts and circumstances that existed as of the acquisition date. | |||
Cash And Cash Equivalents | Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. | |||
Allowance For Doubtful Accounts | Allowance for Doubtful Accounts | ||
The allowance for doubtful accounts reflects the Company’s best estimate of losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. | |||
Software Development Costs | Software Development Costs | ||
The Company generally provides services to its customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage. Once certain criteria have been met, direct costs incurred in developing or obtaining computer software are capitalized. Training, maintenance and data conversion costs are expensed as incurred. Capitalized software costs are included in property and equipment in the accompanying consolidated balance sheets and are amortized over a three-year period. | |||
Property And Equipment | Property and Equipment | ||
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation, including that related to assets under capital lease, is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for newly acquired assets are generally as follows: | |||
Computer equipment | 3-5 years | ||
Production equipment | 5-7 years | ||
Office equipment, furniture and fixtures | 3-7 years | ||
Software | 3 years | ||
Technology | 6-9 years | ||
Leasehold improvements | Shorter of useful life or lease term | ||
Expenditures for maintenance, repair and renewals of minor items are expensed as incurred. Expenditures for maintenance repair and renewals that extend the useful life of an asset are capitalized. | |||
Goodwill And Intangible Assets | Goodwill and Intangible Assets | ||
Goodwill and intangible assets resulting from the Company’s acquisitions are accounted for using the acquisition method of accounting. Intangible assets with definite lives are amortized on a straight-line basis over the estimated useful lives of the related assets generally as follows: | |||
Customer relationships | 5-20 years | ||
Tradenames | 3-20 years | ||
Data sublicense agreement | 6 years | ||
Non-compete agreements | 2-5 years | ||
Backlog | 4 years | ||
The Company assesses its goodwill for impairment annually (as of October 1 of each year) or whenever significant indicators of impairment are present. The Company first assesses whether it can reach a more likely than not conclusion that goodwill is not impaired via qualitative analysis alone. To the extent such a conclusion cannot be reached based on a qualitative assessment alone, the Company, using the assistance of a valuation specialist as appropriate, compares the fair value of each reporting unit to its associated carrying value. If the fair value of the reporting unit is less than the carrying value, then a hypothetical acquisition method allocation is performed to determine the amount of the goodwill impairment to recognize. The Company recognized no impairment in conjunction with its most recent goodwill impairment analysis. | |||
Long-Lived Assets | Long-Lived Assets | ||
Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. | |||
Other Assets | Other Assets | ||
Other assets consist primarily of debt issuance costs and other miscellaneous items. Debt issuance costs are generally amortized using the effective interest method over the term of the debt. The amortization is included in interest expense in the accompanying consolidated statements of operations. | |||
Derivatives | Derivatives | ||
Derivative financial instruments are used to manage the Company’s interest rate exposure. The Company does not enter into financial instruments for speculative purposes. Derivative financial instruments are accounted for and measured at fair value and recorded on the balance sheet. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in interest expense in current earnings during the period of change. | |||
Equity Compensation | Equity Compensation | ||
Compensation expense related to the Company’s equity awards is generally recognized on a straight-line basis over the requisite service period. For awards subject to vesting based on market or performance conditions, however, compensation expense is recognized under the accelerated method. The fair value of the equity awards subject only to service conditions is determined by use of a Black-Scholes model. The fair value of the equity awards subject to market or performance conditions is determined by use of a Monte Carlo simulation. | |||
Revenue Recognition | Revenue Recognition | ||
The Company generates most of its revenue by using technology solutions to provide services to our customers that automate and simplify business and administrative functions for payers, providers and pharmacies, generally on either a per transaction, per document, per communication, per member per month, per provider per month, monthly flat fee, contingent fee or hourly basis. | |||
Revenue for transaction-related services, payment distribution services, patient billing and payment services and consulting services is recognized as the services are provided. Postage fees related to the Company’s payment distribution services and patient billing and payment services volumes are recorded on a gross basis. Revenue for our government eligibility and enrollment and accounts receivable management services generally is recognized at the time that our provider customer receives notice from the payer of a pending payment. Revenue for payment integrity services that include customer acceptance provisions is recognized at the time that notice of customer acceptance is received. | |||
Cash receipts or billings in advance of revenue recognition are recorded as deferred revenues in the accompanying consolidated balance sheets. | |||
The Company excludes sales and use tax from revenue in the accompanying consolidated statements of operations. | |||
Income Taxes | Income Taxes | ||
The Company records deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities, as well as differences relating to the timing of recognition of income and expenses. | |||
Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, reversing taxable temporary differences, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. | |||
The Company recognizes tax benefits for uncertain tax positions at the time the Company concludes that the tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. The benefit, if any, is measured as the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard, upon resolution through negotiation or litigation with the taxing authority or on expiration of the statute of limitations. | |||
Tax Receivable Agreement Obligations | Tax Receivable Agreement Obligations | ||
In connection with the IPO, the Company entered into tax receivable agreements which obligated the Company to make payments to certain current and former owners of the Company, including affiliates of Hellman & Friedman LLC (“Hellman & Friedman”) and certain members of management, equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions, including the Merger. In connection with the Merger, the Company’s former majority owner assigned its rights under the tax receivable agreements to affiliates of Blackstone (Blackstone, together with Hellman & Friedman and certain current and former members of management, are hereinafter sometimes referred to collectively as the “TRA Members”). | |||
Prior to the Merger, the Company’s balance sheet reflected these obligations at the amount that was both probable and reasonably estimable. In connection with the Merger, the tax receivable agreement obligations were adjusted to their fair value. The fair value of the obligations at the time of the Merger is being accreted to the amount of the gross expected obligations using the interest method. Changes in the amount of these obligations resulting from changes to either the timing or amount of cash flows are recognized in the period of change and measured using the discount rate inherent in the initial fair value of the obligations. The accretion of these obligations is classified as a separate caption in the accompanying consolidated statements of operations. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU “) No. 2014-08, which changes the requirements for reporting discontinued operations. Following adoption of this update, discontinued operations generally will be reported for the disposal by sale or otherwise of a component or a group of components that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. This update is effective for fiscal years and interim periods beginning in those years after December 15, 2014, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. | |||
In May 2014, the FASB issued ASU No. 2014-09, which replaces most prior general and industry specific revenue recognition guidance with a principles-based comprehensive revenue recognition framework. Under this revised framework, a company will recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This update is currently scheduled to be effective for fiscal years and interim periods beginning in those years after December 15, 2016. Early adoption is not permitted. Upon adoption, a company may elect to either retrospectively restate each prior reporting period or reflect the cumulative effect of initially applying the update with an adjustment to retained earnings. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-12, which clarifies, in the context of share-based payment awards, that a performance target that affects vesting and could be achieved after the requisite service period has been rendered should be treated as a performance condition. Prior to this update, because there was no explicit guidance, there was diversity in practice among companies. This update is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. | |||
In January 2015, the FASB issued ASU No. 2015-01, which eliminates the concept of extraordinary items from generally accepted accounting principles. This update is effective for fiscal years and interim periods beginning in those years after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. | |||
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Summary Of Significant Accounting Policies [Abstract] | |||
Useful Lives Of Newly Acquired Assets | |||
Computer equipment | 3-5 years | ||
Production equipment | 5-7 years | ||
Office equipment, furniture and fixtures | 3-7 years | ||
Software | 3 years | ||
Technology | 6-9 years | ||
Leasehold improvements | Shorter of useful life or lease term | ||
Estimated Useful Lives Of Intangible Assets | |||
Customer relationships | 5-20 years | ||
Tradenames | 3-20 years | ||
Data sublicense agreement | 6 years | ||
Non-compete agreements | 2-5 years | ||
Backlog | 4 years | ||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||
Summary Of Information Related To Acquisitions | |||||||||||||||||||
Adminisource | Change Healthcare | Capario | Vieosoft | Goold | TC3 | ||||||||||||||
Total Consideration Fair Value at Acquisition Date: | |||||||||||||||||||
Cash paid at closing | $ | 34,825 | $ | 138,329 | $ | 89,423 | $ | 800 | $ | 19,391 | $ | 61,351 | |||||||
Contingent consideration | — | 4,680 | — | 6,015 | 5,553 | — | |||||||||||||
Parent options fair value | — | 650 | — | — | — | — | |||||||||||||
Other | -276 | -380 | -219 | — | -5 | 383 | |||||||||||||
$ | 34,549 | $ | 143,279 | $ | 89,204 | $ | 6,815 | $ | 24,939 | $ | 61,734 | ||||||||
Allocation of the Consideration Transferred: | |||||||||||||||||||
Cash | $ | 20 | $ | 8,053 | $ | 2,292 | $ | 21 | $ | 1,101 | $ | 2,340 | |||||||
Accounts receivable | 7,521 | 360 | 4,839 | — | 3,435 | 2,662 | |||||||||||||
Deferred income tax assets | 3,622 | 3,363 | 275 | — | — | 348 | |||||||||||||
Prepaid expenses and other current assets | 839 | 436 | 1,113 | — | 647 | 155 | |||||||||||||
Property and equipment | 1,324 | 8,393 | 9,580 | — | 7,695 | 10,414 | |||||||||||||
Identifiable intangible assets: | |||||||||||||||||||
Tradename | — | 6,380 | 900 | — | — | 530 | |||||||||||||
Noncompetition agreements | — | 2,800 | 2,740 | 1,320 | 280 | 1,300 | |||||||||||||
Customer relationships | 20,947 | 4,350 | 38,510 | — | 5,160 | 18,810 | |||||||||||||
Backlog and other | — | — | — | 2,060 | 460 | — | |||||||||||||
Goodwill | 4,025 | 113,939 | 76,279 | 6,159 | 14,300 | 38,634 | |||||||||||||
Accounts payable | -279 | -174 | -2,270 | — | -541 | — | |||||||||||||
Accrued expenses | -2,049 | -2,248 | -8,818 | -194 | -2,076 | -4,783 | |||||||||||||
Deferred revenues | -1,421 | -373 | -2 | — | -101 | — | |||||||||||||
Current maturities of long-term debt | — | — | -2,600 | -1,877 | -218 | — | |||||||||||||
Deferred income tax liabilities | — | — | -14,642 | -674 | -5,203 | -8,592 | |||||||||||||
Long-term debt | — | -2,000 | -18,785 | — | — | — | |||||||||||||
Other long-term liabilities | — | — | -207 | — | — | -84 | |||||||||||||
Total consideration transferred | $ | 34,549 | $ | 143,279 | $ | 89,204 | $ | 6,815 | $ | 24,939 | $ | 61,734 | |||||||
Acquisition costs in sales, marketing, general and administrative expense: | |||||||||||||||||||
For the year ended December 31, 2014 | $ | 553 | $ | 732 | $ | 975 | $ | 112 | $ | — | $ | — | |||||||
For the year ended December 31, 2013 | $ | — | $ | — | $ | — | $ | 199 | $ | 255 | $ | — | |||||||
For the year ended December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | 176 | $ | 513 | |||||||
Summary Of Other And Contingent Consideration Information Related To Acquisitions | |||||||||||||||||||
Adminisource | Change Healthcare | Capario | Vieosoft | Goold | TC3 | ||||||||||||||
Other Information: | |||||||||||||||||||
Gross contractual accounts receivable | $ | 7,521 | $ | 360 | $ | 5,112 | $ | — | $ | 3,435 | $ | 2,943 | |||||||
Amount not expected to be collected | $ | — | $ | — | $ | 273 | $ | — | $ | — | $ | — | |||||||
Goodwill expected to be deductible for tax purposes | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
Contingent Consideration Information: | |||||||||||||||||||
Contingent consideration range | N/A | $0-$50,000 | N/A | $0-$43,104 | $0-15,000 | N/A | |||||||||||||
Measurement period | N/A | January 1, 2015 to December 31, 2017 | N/A | February 12, 2014 to December 31, 2017 | July 1, 2013 to September 30, 2014 | N/A | |||||||||||||
Basis of measurement | N/A | Revenue performance | N/A | Milestone achievement, revenue performance | Award of contracts with annual revenue exceeding targeted amount | N/A | |||||||||||||
Type of measurement | N/A | Level 3 | N/A | Level 3 | Level 3 | N/A | |||||||||||||
Key assumptions at the acquisition date: | |||||||||||||||||||
Range of annual revenue performance | N/A | $5,516 -$51,376 | N/A | $3,118-$67,925 | N/A | N/A | |||||||||||||
Probability of achieving milestone objectives | N/A | N/A | N/A | 90% | N/A | N/A | |||||||||||||
Probability of achieving minimum gross profit margin | N/A | N/A | N/A | 5% for 2015 -90% for 2017 | N/A | N/A | |||||||||||||
Probability of winning new contracts | N/A | N/A | N/A | N/A | 10%-50% | N/A | |||||||||||||
Probability of retaining contracts that expire during the measurement period | N/A | N/A | N/A | N/A | 90% | N/A | |||||||||||||
Range of baseline revenue retention for existing customers | N/A | N/A | N/A | N/A | 75%-125% | N/A | |||||||||||||
Expected payment date(s) | N/A | 2016-2018 | N/A | 2015-2017 | 12/15/14 | N/A | |||||||||||||
Discount rate(s) | N/A | 10.9% to 11.7% | N/A | 5.2% to 53.2% | 15.40% | N/A | |||||||||||||
Increase (decrease) to net loss: | |||||||||||||||||||
For the year ended December 31, 2014 | N/A | $ | — | N/A | $ | -1,270 | $ | 2,577 | N/A | ||||||||||
For the year ended December 31, 2013 | N/A | $ | — | N/A | $ | — | $ | -69 | N/A | ||||||||||
For the year ended December 31, 2012 | N/A | $ | — | N/A | $ | — | $ | — | N/A | ||||||||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property And Equipment [Abstract] | |||||||
Schedule Of Property And Equipment | |||||||
2014 | 2013 | ||||||
Computer equipment | $ | 71,700 | $ | 61,348 | |||
Production equipment | 24,266 | 20,870 | |||||
Office equipment, furniture and fixtures | 12,019 | 10,661 | |||||
Software | 147,211 | 117,265 | |||||
Technology | 171,433 | 156,107 | |||||
Leasehold improvements | 36,105 | 35,700 | |||||
Construction in process | 25,077 | 29,272 | |||||
487,811 | 431,223 | ||||||
Less accumulated depreciation | -243,658 | -161,753 | |||||
Property and equipment, net | $ | 244,153 | $ | 269,470 | |||
Goodwill_And_Intangible_Assets1
Goodwill And Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill And Intangible Assets [Abstract] | ||||||||||||||||
Schedule Of Goodwill Activity | ||||||||||||||||
Payer | Provider | Pharmacy | All Other | Total | ||||||||||||
Balance at December 31, 2012 | $ | 827,455 | $ | 401,845 | $ | 146,261 | $ | 112,573 | $ | 1,488,134 | ||||||
Acquisitions | — | — | 14,300 | — | 14,300 | |||||||||||
Balance at December 31, 2013 | $ | 827,455 | $ | 401,845 | $ | 160,561 | $ | 112,573 | $ | 1,502,434 | ||||||
Acquisitions | 22,871 | 34,308 | 6,159 | 137,064 | 200,402 | |||||||||||
Other | — | -267 | — | — | -267 | |||||||||||
Balance at December 31, 2014 | $ | 850,326 | $ | 435,886 | $ | 166,720 | $ | 249,637 | $ | 1,702,569 | ||||||
Intangible Assets Subject To Amortization | ||||||||||||||||
Weighted | Gross | |||||||||||||||
Average | Carrying | Accumulated | ||||||||||||||
Remaining Life | Amount | Amortization | Net | |||||||||||||
Customer relationships | 15.8 | $ | 1,627,530 | $ | -253,720 | $ | 1,373,810 | |||||||||
Trade names | 16.1 | 163,810 | -25,336 | 138,474 | ||||||||||||
Non-compete agreements | 2.0 | 19,940 | -9,459 | 10,481 | ||||||||||||
Data sublicense agreement | 2.8 | 31,000 | -16,584 | 14,416 | ||||||||||||
Other | 6.0 | 2,659 | -446 | 2,213 | ||||||||||||
Total | $ | 1,844,939 | $ | -305,545 | $ | 1,539,394 | ||||||||||
Aggregate Future Amortization Expense For Intangible Assets | ||||||||||||||||
2015 | $ | 106,127 | ||||||||||||||
2016 | 104,932 | |||||||||||||||
2017 | 100,668 | |||||||||||||||
2018 | 95,637 | |||||||||||||||
2019 | 94,791 | |||||||||||||||
Thereafter | 1,037,239 | |||||||||||||||
$ | 1,539,394 | |||||||||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Accrued Expenses [Abstract] | |||||||
Schedule Of Accrued Expenses | |||||||
2014 | 2013 | ||||||
Customer deposits | $ | 28,618 | $ | 28,201 | |||
Accrued compensation | 31,786 | 28,449 | |||||
Accrued rebates | 10,272 | 6,165 | |||||
Accrued telecommunications | 5,196 | 4,141 | |||||
Accrued outside services | 7,722 | 10,566 | |||||
Accrued insurance | 5,338 | 4,779 | |||||
Accrued income, sales and other taxes | 3,183 | 3,271 | |||||
Accrued interest | 1,828 | 1,935 | |||||
Interest rate swap agreement | 2,567 | 2,575 | |||||
Accrued liabilities for purchases of property and equipment | 2,833 | 6,462 | |||||
Current portion of contingent consideration | 11,548 | 5,484 | |||||
Current portion of tax receivable agreement obligations to related parties | 945 | 974 | |||||
Pass-through payments | 48,072 | 12,704 | |||||
Other accrued liabilities | 15,298 | 15,443 | |||||
$ | 175,206 | $ | 131,149 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Long-Term Debt [Abstract] | |||||||
Schedule Of Long-Term Debt | |||||||
December 31, | December 31, | ||||||
2014 | 2013 | ||||||
Senior Credit Facilities | |||||||
$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $12,740 and $15,826 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 4.21%) | $ | 1,252,652 | $ | 1,262,445 | |||
$160 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $2,369 and $0 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 4.56%) | 157,231 | — | |||||
$125 million Senior Secured Revolving Credit facility, expiring on November 2, 2016 and bearing interest at a variable base rate plus a spread rate | — | — | |||||
Senior Notes | |||||||
$375 million 11% Senior Notes due December 31, 2019, net of unamortized discount of $6,720 and $7,664 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 11.53%) | 368,280 | 367,336 | |||||
$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized discount of $8,624 and $9,560 at December 31, 2014 and December 31, 2013, respectively (effective interest rate of 11.86%) | 366,376 | 365,440 | |||||
Obligation under data sublicense agreement | 17,237 | 22,543 | |||||
Other | 12,129 | 12,592 | |||||
Less current portion | -27,308 | -31,330 | |||||
Long-term debt | $ | 2,146,597 | $ | 1,999,026 | |||
Aggregate Amounts of Future Maturities under Long-Term Arrangements | |||||||
Years Ending December 31, | |||||||
2015 | $ | 27,308 | |||||
2016 | 27,925 | ||||||
2017 | 17,570 | ||||||
2018 | 1,381,555 | ||||||
2019 | 375,000 | ||||||
Thereafter | 375,000 | ||||||
$ | 2,204,358 | ||||||
Interest_Rate_Swap_Tables
Interest Rate Swap (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Interest Rate Swap [Abstract] | ||||||||||
Fair Value Of Derivative Instrument | ||||||||||
Fair Values of Derivative Instruments | ||||||||||
Asset (Liability) Derivatives | ||||||||||
December 31, | December 31, | |||||||||
Balance Sheet Location | 2014 | 2013 | ||||||||
Derivatives designated as hedging instruments: | ||||||||||
Interest rate swaps | Other assets | $ | 222 | $ | 899 | |||||
Interest rate swaps | Accrued expenses | -2,567 | -2,575 | |||||||
$ | -2,345 | $ | -1,676 | |||||||
Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | $ | -3,255 | $ | -1,559 | $ | 8,194 | ||||
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | $ | -2,587 | $ | -2,586 | $ | -2,373 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Of Financial Instruments Measured On A Recurring Basis | |||||||||||||
Quoted in | Significant | ||||||||||||
Balance at | Markets | Significant Other | Unobservable | ||||||||||
December 31, | Identical | Observable Inputs | Inputs | ||||||||||
Description | 2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||
Interest rate swaps | $ | -2,345 | $ | — | $ | -2,345 | $ | — | |||||
Contingent consideration obligations | -17,486 | — | — | -17,486 | |||||||||
Total | $ | -19,831 | $ | — | $ | -2,345 | $ | -17,486 | |||||
Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3) | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of period | $ | -5,484 | $ | -296 | |||||||||
Adjustment of provisional amounts | — | — | |||||||||||
Issuance of contingent consideration | -10,695 | -5,553 | |||||||||||
Settlement of contingent consideration | — | 296 | |||||||||||
Total changes included in contingent consideration | -1,307 | 69 | |||||||||||
Balance at end of period | $ | -17,486 | $ | -5,484 | |||||||||
Quantitative Information About Level 3 Fair Value Measurements | |||||||||||||
Range of Inputs | Fair Value | Impairment | |||||||||||
Long-lived assets to be held and used | |||||||||||||
Relevant asset group | N/A | $ | 13,066 | $ | 73,220 | ||||||||
Balance sheet account: | |||||||||||||
Customer relationships | N/A | N/A | $ | 72,290 | |||||||||
Property and equipment | N/A | N/A | $ | 930 | |||||||||
Unobservable inputs (discounted cash flow method): | |||||||||||||
Probability of contract extension | 80% | N/A | N/A | ||||||||||
Probability of new contract execution | 20%-90% | N/A | N/A | ||||||||||
Expected annual revenue range | $3,080-$3,590 | N/A | N/A | ||||||||||
Risk free interest rate | 1.60% | N/A | N/A | ||||||||||
Long-lived assets to be disposed of | |||||||||||||
Property and Equipment | N/A | $ | — | $ | 9,949 | ||||||||
Carrying Amount And The Estimated Fair Value Of Financial Instruments | |||||||||||||
Carrying | |||||||||||||
Amount | Fair Value | ||||||||||||
Cash and cash equivalents | $ | 82,306 | $ | 82,306 | |||||||||
Accounts receivable | $ | 233,791 | $ | 233,791 | |||||||||
Senior Credit Facilities (Level 1) | $ | 1,424,992 | $ | 1,400,453 | |||||||||
Senior Notes (Level 2) | $ | 750,000 | $ | 811,643 | |||||||||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments [Abstract] | ||||
Schedule Of Future Minimum Lease Commitments Under Non-Cancelable Lease Agreements | ||||
Years Ending December 31: | ||||
2015 | $ | 12,022 | ||
2016 | 11,368 | |||
2017 | 10,721 | |||
2018 | 9,504 | |||
2019 | 4,981 | |||
Thereafter | 14,985 | |||
Total minimum lease payments | $ | 63,581 | ||
Incentive_Compensation_Plans_T
Incentive Compensation Plans (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Schedule Of Share-based Compensation, Restricted Stock Units Award Activity | |||||||||||||||||||||
Restricted | |||||||||||||||||||||
Stock Units | |||||||||||||||||||||
Unvested at December 31, 2013 | — | ||||||||||||||||||||
Granted | 1,500 | ||||||||||||||||||||
Canceled | — | ||||||||||||||||||||
Vested | — | ||||||||||||||||||||
Unvested at December 31, 2014 | 1,500 | ||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | |||||||||||||||||||||
Tier I | Tier II | Performance | |||||||||||||||||||
Year Ended December 31, 2014: | Time Awards | Time Awards | Awards | ||||||||||||||||||
Weighted average grant date fair value | $ | 721.62 | $ | 399.07 | $ | 409.74 | |||||||||||||||
Expected volatility | 59.22 | % | 55.87 | % | 54.01 | % | |||||||||||||||
Risk-free interest rate | 1.93 | % | 2.76 | % | 2.35 | % | |||||||||||||||
Expected term (years) | 6.50 | N/A | N/A | ||||||||||||||||||
Year Ended December 31, 2013: | |||||||||||||||||||||
Weighted average grant date fair value | $ | 606.70 | $ | 399.07 | $ | 371.61 | |||||||||||||||
Expected volatility | 62.05 | % | 55.87 | % | 55.87 | % | |||||||||||||||
Risk-free interest rate | 1.77 | % | 2.76 | % | 2.76 | % | |||||||||||||||
Expected term (years) | 6.48 | N/A | N/A | ||||||||||||||||||
Year Ended December 31, 2012: | |||||||||||||||||||||
Weighted average grant date fair value | $ | 567.88 | $ | 381.50 | $ | 433.67 | |||||||||||||||
Expected volatility | 61.80 | % | 57.63 | % | 57.63 | % | |||||||||||||||
Risk-free interest rate | 0.84 | % | 1.57 | % | 1.57 | % | |||||||||||||||
Expected term (years) | 6.15 | N/A | N/A | ||||||||||||||||||
Black Scholes Option Pricing Model [Member] | |||||||||||||||||||||
Schedule Of Share Based Compensation Stock Options Activity | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Weighted Average | Remaining | Aggregate | |||||||||||||||||||
Awards | Exercise Price | Contractual Term | Intrinsic Value | ||||||||||||||||||
Tier I Time | Rollover | Tier I Time | Rollover | Tier I Time | Rollover | Tier I Time | Rollover | ||||||||||||||
Awards | Awards | Awards | Awards | Awards | Awards | Awards | Awards | ||||||||||||||
Outstanding at January 1, 2014 | 54,722.7 | 2,985.0 | $ | 1,006 | $ | 250 | 8.9 | 7.8 | $ | 764 | $ | 4,058 | |||||||||
Granted | 17,500.0 | 472.0 | 1,241 | 88 | |||||||||||||||||
Exercised | -3,463.00 | -875 | 1,000 | 250 | 942 | 917 | |||||||||||||||
Expired | — | — | — | — | |||||||||||||||||
Forfeited | -7,389.70 | — | 1,001 | — | |||||||||||||||||
Outstanding at December 31, 2014 | 61,370.0 | 2,582.0 | $ | 1,074 | $ | 220 | 8.4 | 7.4 | $ | 24,005 | $ | 3,215 | |||||||||
Exercisable at December 31, 2014 | 21,490.5 | 2,582.0 | $ | 1,003 | $ | 220 | 7.7 | 7.4 | $ | 9,928 | $ | 3,215 | |||||||||
Monte Carlo Simulation Pricing Model [Member] | |||||||||||||||||||||
Schedule Of Share Based Compensation Stock Options Activity | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Weighted Average | Remaining | Aggregate | |||||||||||||||||||
Awards | Exercise Price | Contractual Term | Intrinsic Value | ||||||||||||||||||
Tier II Time | Performance | Tier II Time | Performance | Tier II Time | Performance | Tier II Time | Performance | ||||||||||||||
Awards | Awards | Awards | Awards | Awards | Awards | Awards | Awards | ||||||||||||||
Outstanding at January 1, 2014 | 16,300.0 | 52,000.0 | $ | 2,500 | $ | 1,005 | 8.9 | 9.6 | $ | — | $ | — | |||||||||
Granted | 2,850.0 | 16,750.0 | 2,500 | 1,239 | |||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||
Expired | — | — | — | — | |||||||||||||||||
Forfeited | -4,900.00 | -9,177.50 | 2,500 | 1,000 | |||||||||||||||||
Outstanding at December 31, 2014 | 14,250.0 | 59,572.5 | $ | 2,500 | $ | 1,074 | 8.2 | 8.4 | $ | — | $ | — | |||||||||
Exercisable at December 31, 2014 | 5,140.0 | — | $ | 2,500 | $ | — | 7.8 | — | $ | — | $ | — | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Taxes [Abstract] | ||||||||||
Income Tax Provision | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | -1,063 | $ | 349 | $ | -3,567 | ||||
State | 2,590 | 2,521 | 1,868 | |||||||
Current income tax provision (benefit) | 1,527 | 2,870 | -1,699 | |||||||
Deferred: | ||||||||||
Federal | -42,382 | -40,161 | -41,210 | |||||||
State | -1,010 | 606 | 2,763 | |||||||
Deferred income tax provision (benefit) | -43,392 | -39,555 | -38,447 | |||||||
Total income tax provision (benefit) | $ | -41,865 | $ | -36,685 | $ | -40,146 | ||||
Reconciliation Between Federal Statutory Rate And Effective Income Tax Rate | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Statutory U.S. federal tax rate | 35.00 | % | 35.00 | % | 35.00 | % | ||||
State income taxes (net of federal benefit) | 1.00 | -1.89 | -2.95 | |||||||
Other | 0.79 | -0.1 | -1.02 | |||||||
Domestic production activities | — | — | 2.85 | |||||||
Change in tax status | -1.23 | — | — | |||||||
Effective income tax rate | 35.56 | % | 33.01 | % | 33.88 | % | ||||
Significant Components Of Deferred Tax Assets (Liabilities) | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets and (liabilities): | ||||||||||
Depreciation and amortization | $ | -636,550 | $ | -327,142 | ||||||
Investment in partnership | — | -307,077 | ||||||||
Accounts receivable | 2,503 | 738 | ||||||||
Fair value of interest rate swap | 967 | 632 | ||||||||
Accruals and reserves | 17,756 | 4,122 | ||||||||
Capital and net operating losses | 203,962 | 182,182 | ||||||||
Debt discount and interest | 451 | 1,249 | ||||||||
Equity compensation | 8,675 | 6,960 | ||||||||
Valuation allowance | -15,468 | -7,012 | ||||||||
Tax receivable agreement obligation to related parties | 21,381 | 13,484 | ||||||||
Other | 1,989 | 1,918 | ||||||||
Net deferred tax assets and (liabilities) | $ | -394,334 | $ | -429,946 | ||||||
Reported as: | ||||||||||
Current deferred tax assets | $ | 18,893 | $ | 6,317 | ||||||
Non-current deferred tax liabilities | -413,227 | -436,263 | ||||||||
Net deferred tax assets and (liabilities) | $ | -394,334 | $ | -429,946 | ||||||
Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefit | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Unrecognized benefit from prior years | $ | 11,366 | $ | 11,021 | $ | 9,911 | ||||
Decreases from prior period tax positions | -38 | -216 | — | |||||||
Increases from prior period tax positions | — | — | ||||||||
Increases from current period tax positions | 331 | 561 | 1,461 | |||||||
Decreases from settlements with taxing authorities | -1,347 | — | -351 | |||||||
Ending unrecognized benefit | $ | 10,312 | $ | 11,366 | $ | 11,021 | ||||
Tax_Receivable_Agreement_Oblig1
Tax Receivable Agreement Obligations To Related Parties (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Tax Receivable Agreement Obligations To Related Parties [Abstract] | ||||
Estimated Aggregate Payments Due Under The Tax Receivable Agreements | ||||
Years Ending December 31: | ||||
2015 | $ | 945 | ||
2016 | 980 | |||
2017 | 64,290 | |||
2018 | 84,386 | |||
2019 | 23,842 | |||
Thereafter | 176,747 | |||
Gross expected payments | 351,190 | |||
Less: Amounts representing discount | -186,262 | |||
Total tax receivable agreement obligations due to related parties | 164,928 | |||
Less: Current portion due (included in accrued expenses) | -945 | |||
Tax receivable agreement obligations due to related parties | $ | 163,983 | ||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||
Revenue And Total Segment Contribution For The Reportable Segments | |||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||
Corporate and | |||||||||||||||||||
Payer | Provider | Pharmacy | All Other | Eliminations | Consolidated | ||||||||||||||
Revenue from external customers: | |||||||||||||||||||
Claims management | $ | 297,199 | $ | — | $ | — | $ | — | $ | — | $ | 297,199 | |||||||
Payment distribution services | 290,969 | — | — | — | — | 290,969 | |||||||||||||
Patient billing and payment services | 273,911 | — | — | — | — | 273,911 | |||||||||||||
Revenue cycle technology | — | 127,565 | — | — | — | 127,565 | |||||||||||||
Revenue cycle services | — | 134,126 | — | — | — | 134,126 | |||||||||||||
Physician services | — | 43,250 | — | — | — | 43,250 | |||||||||||||
Pharmacy | — | — | 125,978 | — | — | 125,978 | |||||||||||||
Channel Partner | — | — | — | 48,346 | -23,276 | 25,070 | |||||||||||||
Dental | — | — | — | 31,868 | — | 31,868 | |||||||||||||
Other | — | — | — | 477 | — | 477 | |||||||||||||
Inter-segment revenue | 8,723 | — | 352 | — | -9,075 | — | |||||||||||||
Net revenue | $ | 870,802 | $ | 304,941 | $ | 126,330 | $ | 80,691 | $ | -32,351 | $ | 1,350,413 | |||||||
Income (loss) before income taxes | 207,500 | 92,328 | -24,232 | 42,988 | -436,303 | $ | -117,719 | ||||||||||||
Interest expense | -9 | -159 | -12 | — | 147,009 | 146,829 | |||||||||||||
Depreciation and amortization | 66,491 | 48,129 | 14,864 | 195 | 59,539 | 189,218 | |||||||||||||
EBITDA | 273,982 | 140,298 | -9,380 | 43,183 | -229,755 | 218,328 | |||||||||||||
Equity compensation | 1,003 | 842 | 250 | 88 | 5,151 | 7,334 | |||||||||||||
Acquisition accounting adjustments | 192 | 57 | 697 | 3 | 86 | 1,035 | |||||||||||||
Acquisition-related costs | 2,067 | 303 | -69 | 29 | 4,597 | 6,927 | |||||||||||||
Transaction-related costs and advisory fees | — | — | — | — | 6,448 | 6,448 | |||||||||||||
Strategic initiatives, duplicative and transition costs | 689 | 30 | 127 | — | 12,018 | 12,864 | |||||||||||||
Severance costs | 1,634 | 1,520 | 18 | 54 | 4,779 | 8,005 | |||||||||||||
Accretion | — | — | — | — | 14,446 | 14,446 | |||||||||||||
Impairment of long-lived assets | 185 | 470 | 73,751 | 5 | 8,758 | 83,169 | |||||||||||||
Contingent consideration | — | — | 1,071 | — | 236 | 1,307 | |||||||||||||
Other non-routine, net | 3,149 | 489 | 337 | 21 | 488 | 4,484 | |||||||||||||
EBITDA Adjustments | 8,919 | 3,711 | 76,182 | 200 | 57,007 | 146,019 | |||||||||||||
Adjusted EBITDA | $ | 282,901 | $ | 144,009 | $ | 66,802 | $ | 43,383 | $ | -172,748 | $ | 364,347 | |||||||
Year Ended December 31, 2013 | |||||||||||||||||||
Corporate and | |||||||||||||||||||
Payer | Provider | Pharmacy | All Other | Eliminations | Consolidated | ||||||||||||||
Revenue from external customers: | |||||||||||||||||||
Claims management | $ | 290,980 | $ | — | $ | — | $ | — | $ | — | $ | 290,980 | |||||||
Payment distribution services | 261,168 | — | — | — | — | 261,168 | |||||||||||||
Patient billing and payment services | 251,497 | — | — | — | — | 251,497 | |||||||||||||
Revenue cycle technology | — | 118,298 | — | — | — | 118,298 | |||||||||||||
Revenue cycle services | — | 123,471 | — | — | — | 123,471 | |||||||||||||
Physician services | — | 37,329 | — | — | — | 37,329 | |||||||||||||
Pharmacy | — | — | 112,083 | — | — | 112,083 | |||||||||||||
Channel Partner | — | — | — | 40,369 | -25,003 | 15,366 | |||||||||||||
Dental | — | — | — | 32,375 | — | 32,375 | |||||||||||||
Inter-segment revenue | 6,006 | — | 334 | — | -6,340 | — | |||||||||||||
Net revenue | $ | 809,651 | $ | 279,098 | $ | 112,417 | $ | 72,744 | $ | -31,343 | $ | 1,242,567 | |||||||
Income (loss) before income taxes | 189,582 | 74,494 | 45,467 | 34,375 | -455,061 | $ | -111,143 | ||||||||||||
Interest expense | — | 33 | -11 | — | 153,147 | 153,169 | |||||||||||||
Depreciation and amortization | 64,743 | 47,103 | 15,920 | 148 | 55,925 | 183,839 | |||||||||||||
EBITDA | 254,325 | 121,630 | 61,376 | 34,523 | -245,989 | 225,865 | |||||||||||||
Equity compensation | 1,161 | 1,181 | 197 | 946 | 3,536 | 7,021 | |||||||||||||
Acquisition accounting adjustments | 282 | 440 | 143 | 17 | 12 | 894 | |||||||||||||
Acquisition-related costs | 2,429 | 99 | 70 | 4 | 643 | 3,245 | |||||||||||||
Transaction-related costs and advisory fees | — | — | — | — | 6,948 | 6,948 | |||||||||||||
Strategic initiatives, duplicative and transition costs | 130 | — | 1,229 | 101 | 6,941 | 8,401 | |||||||||||||
Severance costs | 453 | 330 | 567 | 284 | 5,886 | 7,520 | |||||||||||||
Loss on extinguishment of debt and other related costs | — | — | — | — | 24,311 | 24,311 | |||||||||||||
Accretion | — | — | — | — | 26,470 | 26,470 | |||||||||||||
Impairment of long-lived assets | — | — | — | — | 10,619 | 10,619 | |||||||||||||
Contingent consideration | — | — | -69 | — | — | -69 | |||||||||||||
Other non-routine, net | 5,296 | 665 | 15 | 7 | -3,218 | 2,765 | |||||||||||||
EBITDA Adjustments | 9,751 | 2,715 | 2,152 | 1,359 | 82,148 | 98,125 | |||||||||||||
Adjusted EBITDA | $ | 264,076 | $ | 124,345 | $ | 63,528 | $ | 35,882 | $ | -163,841 | $ | 323,990 | |||||||
Year Ended December 31, 2012 | |||||||||||||||||||
Corporate and | |||||||||||||||||||
Payer | Provider | Pharmacy | All Other | Eliminations | Consolidated | ||||||||||||||
Revenue from external customers: | |||||||||||||||||||
Claims management | $ | 251,073 | $ | — | $ | — | $ | — | $ | — | $ | 251,073 | |||||||
Payment distribution services | 253,499 | — | — | — | — | 253,499 | |||||||||||||
Patient billing and payment services | 253,576 | — | — | — | — | 253,576 | |||||||||||||
Revenue cycle technology | — | 105,936 | — | — | — | 105,936 | |||||||||||||
Revenue cycle services | — | 114,487 | — | — | — | 114,487 | |||||||||||||
Physician services | — | 34,629 | — | — | — | 34,629 | |||||||||||||
Pharmacy | — | — | 95,079 | — | — | 95,079 | |||||||||||||
Channel Partner | — | — | — | 38,685 | -26,237 | 12,448 | |||||||||||||
Dental | — | — | — | 31,586 | — | 31,586 | |||||||||||||
Inter-segment revenue | 4,832 | — | 350 | — | -5,182 | — | |||||||||||||
Net revenue | $ | 762,980 | $ | 255,052 | $ | 95,429 | $ | 70,271 | $ | -31,419 | $ | 1,152,313 | |||||||
Income (loss) before income taxes | 164,760 | 57,185 | 42,825 | 33,084 | -416,335 | $ | -118,481 | ||||||||||||
Interest expense | 8 | 80 | -6 | — | 172,171 | 172,253 | |||||||||||||
Depreciation and amortization | 67,285 | 52,462 | 15,017 | 136 | 52,325 | 187,225 | |||||||||||||
EBITDA | 232,053 | 109,727 | 57,836 | 33,220 | -191,839 | 240,997 | |||||||||||||
Equity compensation | 1,049 | 1,169 | 319 | 1,314 | 2,991 | 6,842 | |||||||||||||
Acquisition accounting adjustments | 2,482 | 1,993 | 4 | 215 | 3 | 4,697 | |||||||||||||
Acquisition-related costs | 6,308 | 174 | 79 | 29 | 323 | 6,913 | |||||||||||||
Transaction-related costs and advisory fees | — | — | — | — | 9,907 | 9,907 | |||||||||||||
Strategic initiatives, duplicative and transition costs | 660 | 34 | 204 | 1,410 | 7,422 | 9,730 | |||||||||||||
Severance costs | 763 | 457 | — | 72 | 340 | 1,632 | |||||||||||||
Loss on extinguishment of debt and other related costs | — | — | — | — | 25,411 | 25,411 | |||||||||||||
Accretion | — | — | — | — | 8,666 | 8,666 | |||||||||||||
Impairment of long-lived assets | 1,698 | 59 | — | — | 108 | 1,865 | |||||||||||||
Other non-routine, net | 676 | 312 | 11 | 41 | -1,261 | -221 | |||||||||||||
EBITDA Adjustments | 13,636 | 4,198 | 617 | 3,081 | 53,910 | 75,442 | |||||||||||||
Adjusted EBITDA | $ | 245,689 | $ | 113,925 | $ | 58,453 | $ | 36,301 | $ | -137,929 | $ | 316,439 | |||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||
Summary Of Accumulated Other Comprehensive Income (Loss) | ||||||||||
Foreign | Accumulated | |||||||||
Currency | Other | |||||||||
Translation | Cash Flow | Comprehensive | ||||||||
Adjustment | Hedge | Income (Loss) | ||||||||
Balance at January 1, 2014 | $ | -264 | $ | -1,079 | $ | -1,343 | ||||
Change associated with foreign currency translation | -219 | — | -219 | |||||||
Change associated with current period hedging | — | -2,980 | -2,980 | |||||||
Reclassification into earnings | — | 2,587 | 2,587 | |||||||
Balance at December 31, 2014 | $ | -483 | $ | -1,472 | $ | -1,955 | ||||
Supplemental_Condensed_Consoli1
Supplemental Condensed Consolidating Financial Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Condensed Consolidating Financial Information [Abstract] | |||||||||||||
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet | ||||||||||||
As of December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 796 | $ | 81,510 | $ | — | $ | 82,306 | |||||
Accounts receivable, net of allowance for doubtful accounts | — | 233,791 | — | 233,791 | |||||||||
Deferred income tax assets | — | 18,893 | — | 18,893 | |||||||||
Prepaid expenses and other current assets | 2,267 | 26,979 | — | 29,246 | |||||||||
Total current assets | 3,063 | 361,173 | — | 364,236 | |||||||||
Property and equipment, net | 7 | 244,146 | — | 244,153 | |||||||||
Due from affiliates | — | 180,610 | -180,610 | — | |||||||||
Investment in consolidated subsidiaries | 1,740,062 | — | -1,740,062 | — | |||||||||
Goodwill | — | 1,702,569 | — | 1,702,569 | |||||||||
Intangible assets, net | 133,500 | 1,405,894 | — | 1,539,394 | |||||||||
Other assets, net | 152,689 | 17,270 | -149,647 | 20,312 | |||||||||
Total assets | $ | 2,029,321 | $ | 3,911,662 | $ | -2,070,319 | $ | 3,870,664 | |||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 16,399 | $ | — | $ | 16,399 | |||||
Accrued expenses | 4,935 | 170,271 | — | 175,206 | |||||||||
Deferred revenues | — | 10,518 | — | 10,518 | |||||||||
Current portion of long-term debt | 6,709 | 20,599 | — | 27,308 | |||||||||
Total current liabilities | 11,644 | 217,787 | — | 229,431 | |||||||||
Due to affiliates | 180,610 | — | -180,610 | — | |||||||||
Long-term debt, excluding current portion | 771,019 | 1,375,578 | — | 2,146,597 | |||||||||
Deferred income tax liabilities | — | 562,874 | -149,647 | 413,227 | |||||||||
Tax receivable agreement obligations to related parties | 163,983 | — | — | 163,983 | |||||||||
Other long-term liabilities | — | 15,361 | — | 15,361 | |||||||||
Commitments and contingencies | |||||||||||||
Equity | 902,065 | 1,740,062 | -1,740,062 | 902,065 | |||||||||
Total liabilities and equity | $ | 2,029,321 | $ | 3,911,662 | $ | -2,070,319 | $ | 3,870,664 | |||||
Condensed Consolidating Balance Sheet | |||||||||||||
As of December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 2,794 | $ | 73,744 | $ | — | $ | 76,538 | |||||
Accounts receivable, net of allowance for doubtful accounts | — | 214,247 | — | 214,247 | |||||||||
Deferred income tax assets | — | 6,317 | — | 6,317 | |||||||||
Prepaid expenses and other current assets | 3,441 | 23,578 | — | 27,019 | |||||||||
Total current assets | 6,235 | 317,886 | — | 324,121 | |||||||||
Property and equipment, net | 10 | 269,460 | — | 269,470 | |||||||||
Due from affiliates | — | 69,142 | -69,142 | — | |||||||||
Investment in subsidiaries | 1,764,213 | — | -1,764,213 | — | |||||||||
Goodwill | — | 1,502,434 | — | 1,502,434 | |||||||||
Intangible assets, net | 142,500 | 1,490,188 | — | 1,632,688 | |||||||||
Other assets, net | 64,536 | 14,949 | -60,316 | 19,169 | |||||||||
Total assets | $ | 1,977,494 | $ | 3,664,059 | $ | -1,893,671 | $ | 3,747,882 | |||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 8,367 | $ | — | $ | 8,367 | |||||
Accrued expenses | 8,205 | 122,944 | — | 131,149 | |||||||||
Deferred revenues | — | 10,881 | — | 10,881 | |||||||||
Current portion of long-term debt | 5,775 | 25,555 | — | 31,330 | |||||||||
Total current liabilities | 13,980 | 167,747 | — | 181,727 | |||||||||
Due to affiliates | 69,142 | — | -69,142 | — | |||||||||
Long-term debt, excluding current portion | 775,330 | 1,223,696 | — | 1,999,026 | |||||||||
Deferred income tax liabilities | — | 496,579 | -60,316 | 436,263 | |||||||||
Tax receivable agreement obligations to related parties | 150,496 | — | — | 150,496 | |||||||||
Other long-term liabilities | — | 11,824 | — | 11,824 | |||||||||
Commitments and contingencies | — | — | — | — | |||||||||
Total equity | 968,546 | 1,764,213 | -1,764,213 | 968,546 | |||||||||
Total liabilities and equity | $ | 1,977,494 | $ | 3,664,059 | $ | -1,893,671 | $ | 3,747,882 | |||||
Condensed Consolidating Statement Of Operations | Condensed Consolidating Statement of Operations | ||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue | $ | — | $ | 1,350,413 | $ | — | $ | 1,350,413 | |||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 803,590 | — | 803,590 | |||||||||
Development and engineering | — | 33,564 | — | 33,564 | |||||||||
Sales, marketing, general and administrative | 17,126 | 182,851 | — | 199,977 | |||||||||
Depreciation and amortization | 9,003 | 180,215 | — | 189,218 | |||||||||
Accretion | 14,446 | — | — | 14,446 | |||||||||
Impairment of long-lived assets | — | 83,169 | — | 83,169 | |||||||||
Operating income (loss) | -40,575 | 67,024 | — | 26,449 | |||||||||
Equity in earnings of consolidated subsidiaries | 31,409 | — | -31,409 | — | |||||||||
Interest expense, net | 93,471 | 53,358 | — | 146,829 | |||||||||
Contingent consideration | — | 1,307 | — | 1,307 | |||||||||
Other | -111 | -3,857 | — | -3,968 | |||||||||
Income (loss) before income tax provision (benefit) | -165,344 | 16,216 | 31,409 | -117,719 | |||||||||
Income tax provision (benefit) | -89,490 | 47,625 | — | -41,865 | |||||||||
Net income (loss) | $ | -75,854 | $ | -31,409 | $ | 31,409 | $ | -75,854 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue | $ | — | $ | 1,242,567 | $ | — | $ | 1,242,567 | |||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 759,409 | — | 759,409 | |||||||||
Development and engineering | — | 32,538 | — | 32,538 | |||||||||
Sales, marketing, general and administrative | 12,321 | 156,387 | — | 168,708 | |||||||||
Depreciation and amortization | 9,004 | 174,835 | — | 183,839 | |||||||||
Accretion | 26,470 | — | — | 26,470 | |||||||||
Impairment of long-lived assets | — | 10,619 | — | 10,619 | |||||||||
Operating income (loss) | -47,795 | 108,779 | — | 60,984 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,159 | — | 14,159 | — | |||||||||
Interest expense, net | 94,021 | 59,148 | — | 153,169 | |||||||||
Loss on extinguishment of debt | 485 | 22,675 | — | 23,160 | |||||||||
Contingent consideration | — | -69 | — | -69 | |||||||||
Other | -2,925 | -1,208 | — | -4,133 | |||||||||
Income (loss) before income tax provision (benefit) | -125,217 | 28,233 | -14,159 | -111,143 | |||||||||
Income tax provision (benefit) | -50,759 | 14,074 | — | -36,685 | |||||||||
Net income (loss) | $ | -74,458 | $ | 14,159 | $ | -14,159 | $ | -74,458 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue | $ | — | $ | 1,152,313 | $ | — | $ | 1,152,313 | |||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 696,619 | — | 696,619 | |||||||||
Development and engineering | — | 34,529 | — | 34,529 | |||||||||
Sales, marketing, general and administrative | 9,072 | 137,462 | — | 146,534 | |||||||||
Depreciation and amortization | 9,004 | 178,221 | — | 187,225 | |||||||||
Accretion | 8,666 | — | — | 8,666 | |||||||||
Impairment of long-lived assets | — | 1,865 | — | 1,865 | |||||||||
Operating income (loss) | -26,742 | 103,617 | — | 76,875 | |||||||||
Equity in earnings of consolidated subsidiaries | -3,400 | — | 3,400 | — | |||||||||
Interest expense, net | 94,089 | 78,164 | — | 172,253 | |||||||||
Loss on extinguishment of debt | 495 | 21,358 | — | 21,853 | |||||||||
Contingent consideration | — | — | — | — | |||||||||
Other | 1,250 | — | — | 1,250 | |||||||||
Income (loss) before income tax provision (benefit) | -119,176 | 4,095 | -3,400 | -118,481 | |||||||||
Income tax provision (benefit) | -40,841 | 695 | — | -40,146 | |||||||||
Net income (loss) | $ | -78,335 | $ | 3,400 | $ | -3,400 | $ | -78,335 | |||||
Condensed Consolidating Statement Of Comprehensive Income (Loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -75,854 | $ | -31,409 | $ | 31,409 | $ | -75,854 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -393 | — | — | -393 | |||||||||
Foreign currency translation adjustment | — | -219 | — | -219 | |||||||||
Equity in other comprehensive earnings | -219 | — | 219 | — | |||||||||
Other comprehensive income (loss) | -612 | -219 | 219 | -612 | |||||||||
Total comprehensive income (loss) | $ | -76,466 | $ | -31,628 | $ | 31,628 | $ | -76,466 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -74,458 | $ | 14,159 | $ | -14,159 | $ | -74,458 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | 2,583 | — | — | 2,583 | |||||||||
Foreign currency translation adjustment | — | -137 | — | -137 | |||||||||
Equity in other comprehensive earnings | -137 | — | 137 | — | |||||||||
Other comprehensive income (loss) | 2,446 | -137 | 137 | 2,446 | |||||||||
Total comprehensive income (loss) | $ | -72,012 | $ | 14,022 | $ | -14,022 | $ | -72,012 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -78,335 | $ | 3,400 | $ | -3,400 | $ | -78,335 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -3,662 | — | — | -3,662 | |||||||||
Foreign currency translation adjustment | — | 67 | — | 67 | |||||||||
Equity in other comprehensive earnings | 67 | — | -67 | — | |||||||||
Other comprehensive income (loss) | -3,595 | 67 | -67 | -3,595 | |||||||||
Total comprehensive income (loss) | $ | -81,930 | $ | 3,467 | $ | -3,467 | $ | -81,930 | |||||
Condensed Consolidating Statement Of Cash Flows | |||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -75,854 | $ | -31,409 | $ | 31,409 | $ | -75,854 | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||
Depreciation and amortization | 9,003 | 180,215 | - | 189,218 | |||||||||
Accretion | 14,446 | - | - | 14,446 | |||||||||
Equity compensation | 335 | 6,999 | - | 7,334 | |||||||||
Deferred income tax expense (benefit) | -89,089 | 45,697 | - | -43,392 | |||||||||
Amortization of debt discount and issuance costs | 2,704 | 5,143 | - | 7,847 | |||||||||
Contingent consideration | - | 1,307 | - | 1,307 | |||||||||
Gain on sale of cost method investment | -114 | - | - | -114 | |||||||||
Impairment of long lived assets | - | 83,169 | - | 83,169 | |||||||||
Equity in earnings of consolidated subsidiaries | 31,409 | - | -31,409 | - | |||||||||
Other | -1,089 | -1,166 | - | -2,255 | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | -6,824 | - | -6,824 | |||||||||
Prepaid expenses and other | 773 | -237 | - | 536 | |||||||||
Accounts payable | - | 4,591 | - | 4,591 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | -7,908 | 34,558 | - | 26,650 | |||||||||
Tax receivable agreement obligations to related parties | -988 | - | - | -988 | |||||||||
Due to/from affiliates | 111,582 | -111,582 | - | - | |||||||||
Net cash provided (used in) by operating activities | -4,790 | 210,461 | - | 205,671 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -55,926 | - | -55,926 | |||||||||
Payments for acquisitions, net of cash acquired | - | -252,772 | - | -252,772 | |||||||||
Proceeds from sale of cost method investment | 677 | - | - | 677 | |||||||||
Other | - | -139 | - | -139 | |||||||||
Investment in subsidiary | 95 | - | -95 | - | |||||||||
Net cash provided by (used in) investing activities | 772 | -308,837 | -95 | -308,160 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc. net | - | -95 | 95 | - | |||||||||
Proceeds from Term Loan Facility | - | 157,600 | - | 157,600 | |||||||||
Payments on Term Loan Facility | -276 | -13,003 | - | -13,279 | |||||||||
Payment of debt assumed from acquisition | - | -25,262 | - | -25,262 | |||||||||
Proceeds from Revolving Facility | - | 183,000 | - | 183,000 | |||||||||
Payments on Revolving Facility | - | -183,000 | - | -183,000 | |||||||||
Payment of loan costs | - | -2,096 | - | -2,096 | |||||||||
Repayment of deferred financing arrangements | - | -10,741 | - | -10,741 | |||||||||
Repurchase of Parent common stock | -960 | -261 | - | -1,221 | |||||||||
Capital contribution from Parent | 3,256 | - | - | 3,256 | |||||||||
Net cash provided by (used in) financing activities | 2,020 | 106,142 | 95 | 108,257 | |||||||||
Net decrease in cash and cash equivalents | -1,998 | 7,766 | - | 5,768 | |||||||||
Cash and cash equivalents at beginning of period | 2,794 | 73,744 | - | 76,538 | |||||||||
Cash and cash equivalents at end of period | $ | 796 | $ | 81,510 | $ | - | $ | 82,306 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
As of December 31, 2013 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -74,458 | $ | 14,159 | $ | -14,159 | $ | -74,458 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 9,004 | 174,835 | - | 183,839 | |||||||||
Accretion expense | 26,470 | - | - | 26,470 | |||||||||
Equity compensation expense | 240 | 6,781 | - | 7,021 | |||||||||
Deferred income tax expense (benefit) | -49,195 | 9,640 | - | -39,555 | |||||||||
Amortization of debt discount and issuance costs | 2,501 | 5,974 | - | 8,475 | |||||||||
Contingent consideration | - | -69 | - | -69 | |||||||||
Gain on sale of cost method investment | -2,925 | - | - | -2,925 | |||||||||
Loss on extinguishment of debt | 478 | 22,350 | - | 22,828 | |||||||||
Impairment of long lived assets | - | 10,619 | - | 10,619 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,159 | - | 14,159 | - | |||||||||
Other | -822 | -1,140 | - | -1,962 | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | -20,791 | - | -20,791 | |||||||||
Prepaid expenses and other | -2,402 | 3,844 | - | 1,442 | |||||||||
Accounts payable | - | 1,335 | - | 1,335 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | 3,171 | 26,102 | - | 29,273 | |||||||||
Tax receivable agreement obligations to related parties | -1,142 | - | - | -1,142 | |||||||||
Due to/from affiliates | 6,209 | -6,209 | - | - | |||||||||
Net cash provided by (used in) operating activities | -97,030 | 247,430 | - | 150,400 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | -11 | -71,075 | - | -71,086 | |||||||||
Payments for acquisitions, net of cash acquired | - | -18,291 | - | -18,291 | |||||||||
Proceeds from sale of cost method investment | 96,475 | -90,655 | - | 5,820 | |||||||||
Investment in subsidiaries, net | 5,821 | - | -5,821 | - | |||||||||
Net cash provided by (used in) investing activities | 102,285 | -180,021 | -5,821 | -83,557 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc., net | - | -5,821 | 5,821 | - | |||||||||
Payments on Term Loan Facility | -280 | -12,632 | - | -12,912 | |||||||||
Payment of debt assumed from acquisition | - | -218 | - | -218 | |||||||||
Payment of loan costs | - | -2,178 | - | -2,178 | |||||||||
Repayment of deferred financing arrangements | -4,321 | -3,243 | - | -7,564 | |||||||||
Repurchase of Parent common stock | -613 | - | - | -613 | |||||||||
Capital contribution from Parent | 1,999 | - | 1,999 | ||||||||||
Other | - | -582 | - | -582 | |||||||||
Net cash provided by (used in) financing activities | -3,215 | -24,674 | 5,821 | -22,068 | |||||||||
Net increase (decrease) in cash and cash equivalents | 2,040 | 42,735 | - | 44,775 | |||||||||
Cash and cash equivalents at beginning of period | 754 | 31,009 | - | 31,763 | |||||||||
Cash and cash equivalents at end of period | $ | 2,794 | $ | 73,744 | $ | - | $ | 76,538 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
As of December 31, 2012 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -78,335 | $ | 3,400 | $ | -3,400 | $ | -78,335 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 9,004 | 178,221 | - | 187,225 | |||||||||
Accretion expense | 8,666 | - | - | 8,666 | |||||||||
Equity compensation expense | 27 | 6,815 | - | 6,842 | |||||||||
Deferred income tax expense (benefit) | -40,841 | 2,394 | - | -38,447 | |||||||||
Amortization of debt discount and issuance costs | 2,265 | 7,920 | - | 10,185 | |||||||||
Loss on extinguishment of debt | 495 | 17,798 | - | 18,293 | |||||||||
Impairment of long lived assets | - | 1,865 | - | 1,865 | |||||||||
Equity in earnings of consolidated subsidiaries | -3,400 | - | 3,400 | - | |||||||||
Other | - | 820 | - | 820 | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | 1,601 | - | 1,601 | |||||||||
Prepaid expenses and other | 1,438 | -13,534 | - | -12,096 | |||||||||
Accounts payable | - | -2,149 | - | -2,149 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | -14,244 | -10,972 | - | -25,216 | |||||||||
Tax receivable agreement obligations to related parties | -334 | - | - | -334 | |||||||||
Due to/from affiliates | 7,463 | -7,463 | - | - | |||||||||
Net cash provided by (used in) operating activities | -107,796 | 186,716 | - | 78,920 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -62,054 | - | -62,054 | |||||||||
Payments for acquisitions, net of cash acquired | - | -59,011 | - | -59,011 | |||||||||
Investment in subsidiaries, net | 112,067 | - | -112,067 | - | |||||||||
Net cash provided by (used in) investing activities | 112,067 | -121,065 | -112,067 | -121,065 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc., net | - | -112,067 | 112,067 | - | |||||||||
Proceeds from Term Loan Facility | - | 70,351 | - | 70,351 | |||||||||
Payments on Term Loan Facility | -259 | -12,558 | - | -12,817 | |||||||||
Payments on Revolving Facility | - | -15,000 | - | -15,000 | |||||||||
Payment of loan costs | -34 | -2,026 | - | -2,060 | |||||||||
Repayment of deferred financing arrangements | -3,796 | - | - | -3,796 | |||||||||
Repurchase of Parent common stock | - | -317 | - | -317 | |||||||||
Other | - | -376 | - | -376 | |||||||||
Net cash provided by (used in) financing activities | -4,089 | -71,993 | 112,067 | 35,985 | |||||||||
Net increase (decrease) in cash and cash equivalents | 182 | -6,342 | - | -6,160 | |||||||||
Cash and cash equivalents at beginning of period | 572 | 37,351 | - | 37,923 | |||||||||
Cash and cash equivalents at end of period | $ | 754 | $ | 31,009 | $ | - | $ | 31,763 | |||||
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies (Useful Lives Of Newly Acquired Assets) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 3 years |
Minimum [Member] | Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 3 years |
Minimum [Member] | Production Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 5 years |
Minimum [Member] | Office Equipment, Furniture And Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 3 years |
Minimum [Member] | Technology [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 6 years |
Maximum [Member] | Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 5 years |
Maximum [Member] | Production Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 7 years |
Maximum [Member] | Office Equipment, Furniture And Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 7 years |
Maximum [Member] | Technology [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 9 years |
Summary_Of_Significant_Account4
Summary Of Significant Accounting Policies (Estimated Useful Lives Of Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Data Sublicense Agreement [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 6 years |
Backlog [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 4 years |
Minimum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 5 years |
Minimum [Member] | Tradenames [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 3 years |
Minimum [Member] | Non-compete Agreements [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 2 years |
Maximum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 20 years |
Maximum [Member] | Tradenames [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 20 years |
Maximum [Member] | Non-compete Agreements [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 5 years |
Business_Combinations_Narrativ
Business Combinations (Narrative) (Details) (Goold [Member], Subsequent Event [Member], USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 |
Goold [Member] | Subsequent Event [Member] | |
Business Acquisition [Line Items] | |
Settlement of contingent consideration | $8,057 |
Business_Combinations_Summary_
Business Combinations (Summary Of Information Related To Acquisitions) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allocation of the Consideration Transferred: | |||
Goodwill | $1,702,569 | $1,502,434 | $1,488,134 |
Long-term debt | -2,204,358 | ||
Adminisource [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 34,825 | ||
Other | -276 | ||
Total consideration transferred | 34,549 | ||
Allocation of the Consideration Transferred: | |||
Cash | 20 | ||
Accounts receivable | 7,521 | ||
Deferred income tax assets | 3,622 | ||
Prepaid expenses and other current assets | 839 | ||
Property and equipment | 1,324 | ||
Goodwill | 4,025 | ||
Accounts payable | -279 | ||
Accrued expenses | -2,049 | ||
Deferred revenues | -1,421 | ||
Total consideration transferred | 34,549 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 553 | ||
Adminisource [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 20,947 | ||
Change Healthcare [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 138,329 | ||
Contingent consideration | 4,680 | ||
Parent options fair value | 650 | ||
Other | -380 | ||
Total consideration transferred | 143,279 | ||
Allocation of the Consideration Transferred: | |||
Cash | 8,053 | ||
Accounts receivable | 360 | ||
Deferred income tax assets | 3,363 | ||
Prepaid expenses and other current assets | 436 | ||
Property and equipment | 8,393 | ||
Goodwill | 113,939 | ||
Accounts payable | -174 | ||
Accrued expenses | -2,248 | ||
Deferred revenues | -373 | ||
Long-term debt | -2,000 | ||
Total consideration transferred | 143,279 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 732 | ||
Change Healthcare [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 6,380 | ||
Change Healthcare [Member] | Non-compete Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 2,800 | ||
Change Healthcare [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 4,350 | ||
Capario [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 89,423 | ||
Other | -219 | ||
Total consideration transferred | 89,204 | ||
Allocation of the Consideration Transferred: | |||
Cash | 2,292 | ||
Accounts receivable | 4,839 | ||
Deferred income tax assets | 275 | ||
Prepaid expenses and other current assets | 1,113 | ||
Property and equipment | 9,580 | ||
Goodwill | 76,279 | ||
Accounts payable | -2,270 | ||
Accrued expenses | -8,818 | ||
Deferred revenues | -2 | ||
Current maturities of long-term debt | -2,600 | ||
Deferred income tax liabilities | -14,642 | ||
Long-term debt | -18,785 | ||
Other long-term liabilities | -207 | ||
Total consideration transferred | 89,204 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 975 | ||
Capario [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 900 | ||
Capario [Member] | Non-compete Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 2,740 | ||
Capario [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 38,510 | ||
Vieosoft [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 800 | ||
Contingent consideration | 6,015 | ||
Total consideration transferred | 6,815 | ||
Allocation of the Consideration Transferred: | |||
Cash | 21 | ||
Goodwill | 6,159 | ||
Accrued expenses | -194 | ||
Current maturities of long-term debt | -1,877 | ||
Deferred income tax liabilities | -674 | ||
Total consideration transferred | 6,815 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 112 | 199 | |
Vieosoft [Member] | Non-compete Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 1,320 | ||
Vieosoft [Member] | Backlog And Other [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 2,060 | ||
Goold [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 19,391 | ||
Contingent consideration | 5,553 | ||
Other | -5 | ||
Total consideration transferred | 24,939 | ||
Allocation of the Consideration Transferred: | |||
Cash | 1,101 | ||
Accounts receivable | 3,435 | ||
Prepaid expenses and other current assets | 647 | ||
Property and equipment | 7,695 | ||
Goodwill | 14,300 | ||
Accounts payable | -541 | ||
Accrued expenses | -2,076 | ||
Deferred revenues | -101 | ||
Current maturities of long-term debt | -218 | ||
Deferred income tax liabilities | -5,203 | ||
Total consideration transferred | 24,939 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 255 | 176 | |
Goold [Member] | Non-compete Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 280 | ||
Goold [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 5,160 | ||
Goold [Member] | Backlog And Other [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 460 | ||
TC3 [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 61,351 | ||
Other | 383 | ||
Total consideration transferred | 61,734 | ||
Allocation of the Consideration Transferred: | |||
Cash | 2,340 | ||
Accounts receivable | 2,662 | ||
Deferred income tax assets | 348 | ||
Prepaid expenses and other current assets | 155 | ||
Property and equipment | 10,414 | ||
Goodwill | 38,634 | ||
Accrued expenses | -4,783 | ||
Deferred income tax liabilities | -8,592 | ||
Other long-term liabilities | -84 | ||
Total consideration transferred | 61,734 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 513 | ||
TC3 [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 530 | ||
TC3 [Member] | Non-compete Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 1,300 | ||
TC3 [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | $18,810 |
Business_Combinations_Summary_1
Business Combinations (Summary Of Other And Contingent Consideration Information Related To Acquisitions) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Other Information: | ||
Contingent consideration | $1,307 | ($69) |
Adminisource [Member] | ||
Other Information: | ||
Gross contractual accounts receivable | 7,521 | |
Change Healthcare [Member] | ||
Other Information: | ||
Gross contractual accounts receivable | 360 | |
Contingent consideration range, Min | 0 | |
Contingent consideration range, Max | 50,000 | |
Basis of measurement | Revenue performance | |
Type of measurement | Level 3 | |
Change Healthcare [Member] | Minimum [Member] | ||
Other Information: | ||
Measurement period | 1-Jan-15 | |
Range of annual revenue performance | 5,516 | |
Expected payment date, year | 2016 | |
Discount rate | 10.90% | |
Change Healthcare [Member] | Maximum [Member] | ||
Other Information: | ||
Measurement period | 31-Dec-17 | |
Range of annual revenue performance | 51,376 | |
Expected payment date, year | 2018 | |
Discount rate | 11.70% | |
Capario [Member] | ||
Other Information: | ||
Gross contractual accounts receivable | 5,112 | |
Amount not expected to be collected | 273 | |
Vieosoft [Member] | ||
Other Information: | ||
Contingent consideration range, Min | 0 | |
Contingent consideration range, Max | 43,104 | |
Basis of measurement | Milestone achievement, revenue performance | |
Type of measurement | Level 3 | |
Probability of achieving milestone objectives | 90.00% | |
Increase (decrease) to net loss | -1,270 | |
Vieosoft [Member] | Minimum [Member] | ||
Other Information: | ||
Measurement period | 12-Feb-14 | |
Range of annual revenue performance | 3,118 | |
Probability of achieving minimum gross profit margin | 5.00% | |
Probability of achieving minimum gross profit margin, year | 2015 | |
Expected payment date, year | 2015 | |
Discount rate | 5.20% | |
Vieosoft [Member] | Maximum [Member] | ||
Other Information: | ||
Measurement period | 31-Dec-17 | |
Range of annual revenue performance | 67,925 | |
Probability of achieving minimum gross profit margin | 90.00% | |
Probability of achieving minimum gross profit margin, year | 2017 | |
Expected payment date, year | 2017 | |
Discount rate | 53.20% | |
Goold [Member] | ||
Other Information: | ||
Gross contractual accounts receivable | 3,435 | |
Contingent consideration range, Min | 0 | |
Contingent consideration range, Max | 15,000 | |
Basis of measurement | Award of contracts with annual revenue exceeding targeted amount | |
Type of measurement | Level 3 | |
Probability of retaining contracts that expire during the measurement period | 90.00% | |
Expected payment date | 15-Dec-14 | |
Discount rate | 15.40% | |
Increase (decrease) to net loss | 2,577 | -69 |
Goold [Member] | Minimum [Member] | ||
Other Information: | ||
Measurement period | 1-Jul-13 | |
Probability of winning new contracts | 10.00% | |
Range of baseline revenue retention for existing customers | 75.00% | |
Goold [Member] | Maximum [Member] | ||
Other Information: | ||
Measurement period | 30-Sep-14 | |
Probability of winning new contracts | 50.00% | |
Range of baseline revenue retention for existing customers | 125.00% | |
TC3 [Member] | ||
Other Information: | ||
Gross contractual accounts receivable | $2,943 |
Property_And_Equipment_Narrati
Property And Equipment (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property And Equipment [Abstract] | |||
Depreciation expense | $88,068 | $80,538 | $74,777 |
Property_And_Equipment_Schedul
Property And Equipment (Schedule Of Property And Equipment) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $487,811 | $431,223 |
Less accumulated depreciation | -243,658 | -161,753 |
Property and equipment, net | 244,153 | 269,470 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 71,700 | 61,348 |
Production Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 24,266 | 20,870 |
Office Equipment, Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,019 | 10,661 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 147,211 | 117,265 |
Technology [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 171,433 | 156,107 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 36,105 | 35,700 |
Construction In Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $25,077 | $29,272 |
Goodwill_And_Intangible_Assets2
Goodwill And Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill And Intangible Assets [Abstract] | |||
Amortization expense of intangible assets | $101,150 | $103,301 | $112,448 |
Goodwill_And_Intangible_Assets3
Goodwill And Intangible Assets (Goodwill Activity) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets [Line Items] | |||
Balance | $1,502,434 | $1,488,134 | |
Acquisitions | 200,402 | 14,300 | |
Other | -267 | ||
Balance | 1,702,569 | 1,502,434 | |
Payer [Member] | |||
Goodwill and Intangible Assets [Line Items] | |||
Balance | 827,455 | 827,455 | |
Acquisitions | 22,871 | ||
Balance | 850,326 | 827,455 | |
Provider [Member] | |||
Goodwill and Intangible Assets [Line Items] | |||
Balance | 401,845 | 401,845 | |
Acquisitions | 34,308 | ||
Other | -267 | ||
Balance | 435,886 | 401,845 | |
Pharmacy [Member] | |||
Goodwill and Intangible Assets [Line Items] | |||
Balance | 160,561 | 146,261 | |
Acquisitions | 6,159 | 14,300 | |
Balance | 166,720 | 160,561 | |
All Other [Member] | |||
Goodwill and Intangible Assets [Line Items] | |||
Balance | 112,573 | 112,573 | |
Acquisitions | 137,064 | ||
Balance | $249,637 | $112,573 |
Goodwill_And_Intangible_Assets4
Goodwill And Intangible Assets (Intangible Assets Subject To Amortization) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $1,844,939 | |
Accumulated Amortization | -305,545 | |
Intangible assets, net | 1,539,394 | 1,632,688 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 15 years 9 months 18 days | |
Gross Carrying Amount | 1,627,530 | |
Accumulated Amortization | -253,720 | |
Intangible assets, net | 1,373,810 | |
Tradenames [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 16 years 1 month 6 days | |
Gross Carrying Amount | 163,810 | |
Accumulated Amortization | -25,336 | |
Intangible assets, net | 138,474 | |
Non-compete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 2 years | |
Gross Carrying Amount | 19,940 | |
Accumulated Amortization | -9,459 | |
Intangible assets, net | 10,481 | |
Data Sublicense Agreement [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 2 years 9 months 18 days | |
Gross Carrying Amount | 31,000 | |
Accumulated Amortization | -16,584 | |
Intangible assets, net | 14,416 | |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 6 years | |
Gross Carrying Amount | 2,659 | |
Accumulated Amortization | -446 | |
Intangible assets, net | $2,213 |
Goodwill_And_Intangible_Assets5
Goodwill And Intangible Assets (Aggregate Future Amortization Expense For Intangible Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets [Abstract] | ||
2015 | $106,127 | |
2016 | 104,932 | |
2017 | 100,668 | |
2018 | 95,637 | |
2019 | 94,791 | |
Thereafter | 1,037,239 | |
Intangible assets, net | $1,539,394 | $1,632,688 |
Debt_Issuance_Costs_Details
Debt Issuance Costs (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Issuance Costs [Abstract] | ||
Total unamortized debt issuance costs | $12,818 | $13,572 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ||
Customer deposits | $28,618 | $28,201 |
Accrued compensation | 31,786 | 28,449 |
Accrued rebates | 10,272 | 6,165 |
Accrued telecommunications | 5,196 | 4,141 |
Accrued outside services | 7,722 | 10,566 |
Accrued insurance | 5,338 | 4,779 |
Accrued income, sales and other taxes | 3,183 | 3,271 |
Accrued interest | 1,828 | 1,935 |
Interest rate swap agreement | 2,567 | 2,575 |
Accrued liabilities for purchases of property and equipment | 2,833 | 6,462 |
Current portion of contingent consideration | 11,548 | 5,484 |
Current portion of tax receivable agreement obligations to related parties | 945 | 974 |
Pass-through payments | 48,072 | 12,704 |
Other accrued liabilities | 15,298 | 15,443 |
Accrued expenses, total | $175,206 | $131,149 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Apr. 30, 2013 | Mar. 31, 2013 | Apr. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2009 |
Debt Instrument [Line Items] | |||||||||
Maximum number of maturity dates under Senior Credit Agreement | 3 | 3 | |||||||
Loss on extinguishment of debt | ($23,160) | ($21,853) | |||||||
Long-term debt | 2,204,358 | 2,204,358 | |||||||
Deferred Financing obligations recorded at the present value of the scheduled payments | 12,528 | 12,528 | |||||||
Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage | 100.00% | ||||||||
Senior Notes [Member] | Upon Change In Control [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage | 101.00% | ||||||||
Senior Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 300,000 | 300,000 | |||||||
Net leverage ratio | 4 | 5.35 | |||||||
Effective interest rate minimum | 2.25% | ||||||||
Proceeds from issuance of debt | 80,000 | ||||||||
LIBOR floor rate | 1.25% | ||||||||
Basis spread on variable rate based on specified first lien net leverage ratio | 3.25% | ||||||||
Loss on extinguishment of debt | 23,160 | 21,853 | |||||||
Third party fees | 1,151 | 3,558 | |||||||
Commitment fee percentage | 0.50% | ||||||||
Net cash proceeds of asset sales and casualty and condemnation events | 100.00% | ||||||||
Percentage of capital stock of foreign restricted subsidiaries | 65.00% | ||||||||
Senior Credit Facilities [Member] | Federal Funds Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Senior Credit Facilities [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | 2.50% | 3.50% | 3.50% | 5.25% | ||||
Effective interest rate minimum | 1.25% | ||||||||
Potential step down basis spread on variable rate | 3.25% | 5.00% | |||||||
Data Sublicense Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 22,543 | 17,237 | 17,237 | ||||||
Payments due related to an asset acquired | 21,400 | 21,400 | 65,000 | ||||||
11% Senior Notes Due December 31, 2019 [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 11.00% | 11.00% | 11.00% | ||||||
Maturity date | 31-Dec-19 | 31-Dec-19 | |||||||
Long-term debt | 367,336 | 368,280 | 368,280 | ||||||
11.25% Senior Notes Due December 31, 2020 [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 11.25% | 11.25% | |||||||
Maturity date | 31-Dec-20 | ||||||||
Long-term debt | 365,440 | 366,376 | 366,376 | ||||||
Senior Secured Term Loan Facility, Due November 2, 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of debt | 160,000 | ||||||||
Percentage of annual excess cash flow | 50.00% | ||||||||
Percentage of annual excess cash flow based on first lien net leverage ratio | 25.00% | ||||||||
Reduced percentage of annual excess cash flow based on first lien net leverage ratio | 0.00% | ||||||||
Percentage of premium on aggregate principal amount of Incremental Term Loan | 1.00% | ||||||||
Quarterly payment on original principal amount of loans | 0.25% | ||||||||
Senior Secured Term Loan Facility, Due November 2, 2018 [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.50% | 3.75% | 3.75% | 5.50% | |||||
Senior Secured Term Loan Facility, Due November 2, 2018 [Member] | Senior Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net cash proceeds of incurrence of debt, percentage | 100.00% | ||||||||
Maturity date | 2-Nov-16 | ||||||||
Swingline Loans [Member] | Senior Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 30,000 | 30,000 | |||||||
Letters of Credit [Member] | Senior Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 50,000 | $50,000 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | 24 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Long-term debt | $2,204,358,000 | $2,204,358,000 | |
Less current portion | -27,308,000 | -27,308,000 | -31,330,000 |
Other | 12,129,000 | 12,129,000 | 12,592,000 |
Long-term debt | 2,146,597,000 | 2,146,597,000 | 1,999,026,000 |
Data Sublicense Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 17,237,000 | 17,237,000 | 22,543,000 |
Senior Secured Term Loan Facility, Effective Interest Of 4.21% [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 1,301,000,000 | 1,301,000,000 | 1,301,000,000 |
Maturity date | 2-Nov-18 | ||
Long-term debt, unamortized discount | 12,740,000 | 12,740,000 | 15,826,000 |
Long-term debt, effective interest rate | 4.21% | 4.21% | 4.21% |
Senior Secured Term Loan Facility, Effective Interest Of 4.21% [Member] | Senior Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,252,652,000 | 1,252,652,000 | 1,262,445,000 |
Senior Secured Term Loan Facility, Effective Interest Of 4.56%[Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 160,000,000 | 160,000,000 | 160,000,000 |
Senior Secured Term Loan Facility, Effective Interest Of 4.56%[Member] | Senior Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 157,231,000 | 157,231,000 | |
Maturity date | 2-Nov-18 | ||
Long-term debt, unamortized discount | 2,369,000 | 2,369,000 | 0 |
Long-term debt, effective interest rate | 4.56% | 4.56% | 4.56% |
Senior Secured Term Loan Facility, Due November 2, 2018 [Member] | Senior Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 125,000,000 | 125,000,000 | |
Maturity date | 2-Nov-16 | ||
11% Senior Notes Due December 31, 2019 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 368,280,000 | 368,280,000 | 367,336,000 |
Long-term debt, face amount | 375,000,000 | 375,000,000 | |
Long-term debt, stated interest rate | 11.00% | 11.00% | 11.00% |
Maturity date | 31-Dec-19 | 31-Dec-19 | |
Long-term debt, unamortized discount | 6,720,000 | 6,720,000 | 7,664,000 |
Long-term debt, effective interest rate | 11.53% | 11.53% | 11.53% |
11.25% Senior Notes Due December 31, 2020 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 366,376,000 | 366,376,000 | 365,440,000 |
Long-term debt, face amount | 375,000,000 | 375,000,000 | |
Long-term debt, stated interest rate | 11.25% | 11.25% | |
Maturity date | 31-Dec-20 | ||
Long-term debt, unamortized discount | $8,624,000 | $8,624,000 | $9,560,000 |
Long-term debt, effective interest rate | 11.86% | 11.86% | 11.86% |
LongTerm_Debt_Aggregate_Amount
Long-Term Debt (Aggregate Amounts Of Future Maturities Under Long-Term Debt) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long-Term Debt [Abstract] | |
2015 | $27,308 |
2016 | 27,925 |
2017 | 17,570 |
2018 | 1,381,555 |
2019 | 375,000 |
Thereafter | 375,000 |
Long-term Debt, Total | $2,204,358 |
Interest_Rate_Swap_Narrative_D
Interest Rate Swap (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Interest Rate Swap Narrative [Abstract] | |
Interest rate derivatives designated as cash flow hedges, notional amount | $640,000,000 |
Estimated reclassification as increase to interest expense | 2,567,000 |
Termination value of derivatives | $3,051,000 |
Interest_Rate_Swap_Fair_Value_
Interest Rate Swap (Fair Value Of Derivative Instrument) (Details) (Designated as Hedging Instrument [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | ($2,345,000) | ($1,676,000) |
Other assets [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | 222,000 | 899,000 |
Accrued expenses [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | ($2,567,000) | ($2,575,000) |
Interest_Rate_Swap_Effect_Of_D
Interest Rate Swap (Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Derivatives in Cash Flow Hedging Relationships | |||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | ($3,255,000) | ($1,559,000) | $8,194,000 |
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | ($2,587,000) | ($2,586,000) | ($2,373,000) |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value Of Financial Instruments Measured On A Recurring Basis) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | ($2,345) |
Contingent consideration obligations | -17,486 |
Total | -19,831 |
Quoted in Markets Indentical (Level 1) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | 0 |
Contingent consideration obligations | 0 |
Total | 0 |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | -2,345 |
Contingent consideration obligations | 0 |
Total | -2,345 |
Significant Unobservable Inputs (Level 3) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | 0 |
Contingent consideration obligations | -17,486 |
Total | ($17,486) |
Fair_Value_Measurements_Reconc
Fair Value Measurements (Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3)) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Total changes included in contingent consideration | $1,307 | ($69) |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | -5,484 | -296 |
Adjustment of provisional amounts | 0 | 0 |
Issuances of contingent consideration | -10,695 | -5,553 |
Settlement of contingent consideration | 0 | 296 |
Total changes included in contingent consideration | -1,307 | 69 |
Balance at end of period | ($17,486) | ($5,484) |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Non-recurring Basis) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | $83,169 | $10,619 | $1,865 |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Fair value of long-lived assets to be held and used, Relavant asset group | 13,066 | ||
Impairment of long-lived assets to be held and used | 73,220 | ||
Significant Unobservable Inputs (Level 3) [Member] | DCF [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability of contract extension | 80.00% | ||
Risk free interest rate | 1.60% | ||
Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | DCF [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability of new contract execution | 90.00% | ||
Expected annual revenue range | 3,590 | ||
Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | DCF [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability of new contract execution | 20.00% | ||
Expected annual revenue range | 3,080 | ||
Significant Unobservable Inputs (Level 3) [Member] | Customer Relationships [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | 72,290 | ||
Significant Unobservable Inputs (Level 3) [Member] | Property and Equipment [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | 930 | ||
Impairment of long-lived assets to be disposed of | $9,949 |
Fair_Value_Measurements_Carryi
Fair Value Measurements (Carrying Amount And The Estimated Fair Value Of Financial Instruments) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents, Carrying Amount | $82,306 | $76,538 | $31,763 | $37,923 |
Accounts receivable, net of allowance for doubtfull accounts | 233,791 | 214,247 | ||
Cash and cash equivalents, Fair Value | 82,306 | |||
Accounts receivable, Fair Value | 233,791 | |||
Quoted in Markets Indentical (Level 1) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Senior Credit Facilities Carrying Amount (Level 1) | 1,424,992 | |||
Senior Credit Facilities, Fair Value (Level 1) | 1,400,453 | |||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Senior Notes, Carrying Amount (Level 2) | 750,000 | |||
Senior Notes, Fair Value (Level 2) | $811,643 |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments [Abstract] | |||
Total rent expense for operating leases | $12,991 | $12,625 | $11,193 |
Commitments_Schedule_Of_Future
Commitments (Schedule Of Future Minimum Lease Commitments Under Non-Cancelable Lease Agreements) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments [Abstract] | |
2015 | $12,022 |
2016 | 11,368 |
2017 | 10,721 |
2018 | 9,504 |
2019 | 4,981 |
Thereafter | 14,985 |
Total minimum lease payments | $63,581 |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Legal Proceedings [Abstract] | ||
Settlement amount | $8,000 | |
Recognized loss from an underpayment of fees to a vendor | $3,000 | $5,000 |
Incentive_Compensation_Plans_N
Incentive Compensation Plans (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares expected to be repurchased | 2,090 | ||
Total incremental compensation cost recognized | $167 | $970 | |
Expense related to equity compensation arrangements | 7,334 | 7,021 | 6,842 |
Tax benefit from share based compensation | 733 | 59 | 0 |
Maximum amount of cash payments that could be payable under Long Term Cash Incentive Plan in the event of change in control | 7,035 | ||
Estimated maximum amount of cash payments that could be payable under Long Term Cash Incentive Plan in the event of change in control that has been earned by perticipants | 1,771 | ||
Tier I Time Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Yearly vesting percentage of awards | 20.00% | ||
Unrecognized compensation expense | 24,305 | ||
Weighted average period | 2 years 3 months 18 days | ||
Tier II Time Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Yearly vesting percentage of awards | 20.00% | ||
Unrecognized compensation expense | 2,564 | ||
Weighted average period | 2 years 3 months | ||
Performance Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | 24,561 | ||
Percentage of liquidity event threshhold | 25.00% | ||
Compensation cost not yet recognized - other than options | 1,031 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Yearly vesting percentage of awards | 20.00% | ||
Unrecognized compensation expense | 1,347 | ||
Weighted average period | 2 years 8 months 1 day | ||
Granted in period | 1,500 | ||
Grant date fair value per unit | $1,020 | ||
Vested | |||
Parent Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance | 159,750 | ||
Emdeon Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense related to equity compensation arrangements | $335 | $240 | $27 |
Incentive_Compensation_Plans_S
Incentive Compensation Plans (Summary Of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Black Scholes Option Pricing Model [Member] | Tier I Time Options [Member] | ||
Options [Abstract] | ||
Outstanding Options, beginning balance | 54,722.70 | |
Granted Options | 17,500 | |
Exercised Options | -3,463 | |
Forfeited Options | -7,389.70 | |
Outstanding Options, ending balance | 61,370 | 54,722.70 |
Outstanding and Exercisable Options | 21,490.50 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $1,006 | |
Granted Options, Weighted Average Exercise Price | $1,241 | |
Exercised Options, Weighted Average Exercise Price | $1,000 | |
Forfeited Options, Weighted Average Exercise Price | $1,001 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $1,074 | $1,006 |
Outstanding and Exercisable Options, Weighted Average Exercise Price | $1,003 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted average remaining contractual term, Beginning Balance | 8 years 4 months 24 days | 8 years 10 months 24 days |
Weighted average remaining contractual term, Ending Balance | 8 years 4 months 24 days | 8 years 10 months 24 days |
Weighted average remaining contractual terms, Outstanding and exercisable, Ending Balance | 7 years 8 months 12 days | |
Aggregate Intrinsic Value of Stock Options | ||
Aggregate Intrinsic Value, Beginning Balance | $764 | |
Aggregate Intrinsic Value, Exercised | 942 | |
Aggregate Intrinsic Value, Ending Balance | 24,005 | 764 |
Aggregate Intrinsic Value, Outstanding and exercisable, Ending Balance | 9,928 | |
Black Scholes Option Pricing Model [Member] | Rollover Options [Member] | ||
Options [Abstract] | ||
Outstanding Options, beginning balance | 2,985 | |
Granted Options | 472 | |
Exercised Options | -875 | |
Outstanding Options, ending balance | 2,582 | 2,985 |
Outstanding and Exercisable Options | 2,582 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $250 | |
Granted Options, Weighted Average Exercise Price | $88 | |
Exercised Options, Weighted Average Exercise Price | $250 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $220 | $250 |
Outstanding and Exercisable Options, Weighted Average Exercise Price | $220 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted average remaining contractual term, Beginning Balance | 7 years 4 months 24 days | 7 years 9 months 18 days |
Weighted average remaining contractual term, Ending Balance | 7 years 4 months 24 days | 7 years 9 months 18 days |
Weighted average remaining contractual terms, Outstanding and exercisable, Ending Balance | 7 years 4 months 24 days | |
Aggregate Intrinsic Value of Stock Options | ||
Aggregate Intrinsic Value, Beginning Balance | 4,058 | |
Aggregate Intrinsic Value, Exercised | 917 | |
Aggregate Intrinsic Value, Ending Balance | 3,215 | 4,058 |
Aggregate Intrinsic Value, Outstanding and exercisable, Ending Balance | $3,215 | |
Monte Carlo Simulation Pricing Model [Member] | Tier II Time Options [Member] | ||
Options [Abstract] | ||
Outstanding Options, beginning balance | 16,300 | |
Granted Options | 2,850 | |
Forfeited Options | -4,900 | |
Outstanding Options, ending balance | 14,250 | 16,300 |
Outstanding and Exercisable Options | 5,140 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $2,500 | |
Granted Options, Weighted Average Exercise Price | $2,500 | |
Forfeited Options, Weighted Average Exercise Price | $2,500 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $2,500 | $2,500 |
Outstanding and Exercisable Options, Weighted Average Exercise Price | $2,500 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted average remaining contractual term, Beginning Balance | 8 years 2 months 12 days | 8 years 10 months 24 days |
Weighted average remaining contractual term, Ending Balance | 8 years 2 months 12 days | 8 years 10 months 24 days |
Weighted average remaining contractual terms, Outstanding and exercisable, Ending Balance | 7 years 9 months 18 days | |
Monte Carlo Simulation Pricing Model [Member] | Performance Awards [Member] | ||
Options [Abstract] | ||
Outstanding Options, beginning balance | 52,000 | |
Granted Options | 16,750 | |
Forfeited Options | -9,177.50 | |
Outstanding Options, ending balance | 59,572.50 | 52,000 |
Weighted Average Exercise Price [Abstract] | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $1,005 | |
Granted Options, Weighted Average Exercise Price | $1,239 | |
Forfeited Options, Weighted Average Exercise Price | $1,000 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $1,074 | $1,005 |
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted average remaining contractual term, Beginning Balance | 8 years 4 months 24 days | 9 years 7 months 6 days |
Weighted average remaining contractual term, Ending Balance | 8 years 4 months 24 days | 9 years 7 months 6 days |
Weighted average remaining contractual terms, Outstanding and exercisable, Ending Balance | 0 years |
Incentive_Compensation_Plans_R
Incentive Compensation Plans (Restricted Stock Units) (Details) (Restricted Stock Units (RSUs) [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at beginning of period | |
Granted | 1,500 |
Canceled | |
Vested | |
Unvested at end of period | 1,500 |
Incentive_Compensation_Plans_S1
Incentive Compensation Plans (Summary Of Weighted Average Fair Values Of Awards Valued Using Black-Scholes Option Pricing Model And Weighted Average Assumptions Used To Develop Fair Value Estimates) (Details) (Black Sholes Option Pricing And Monte Carlo Simulation Pricing Model [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Tier I Time Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $721.62 | $606.70 | $567.88 |
Expected volatility | 59.22% | 62.05% | 61.80% |
Risk-free interest rate | 1.93% | 1.77% | 0.84% |
Expected term (years) | 6 years 6 months | 6 years 5 months 23 days | 6 years 1 month 24 days |
Tier II Time Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $399.07 | $399.07 | $381.50 |
Expected volatility | 55.87% | 55.87% | 57.63% |
Risk-free interest rate | 2.76% | 2.76% | 1.57% |
Performance Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $409.74 | $371.61 | $433.67 |
Expected volatility | 54.01% | 55.87% | 57.63% |
Risk-free interest rate | 2.35% | 2.76% | 1.57% |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Retirement Plans [Abstract] | |||
Expenses related to retirement plan | $5,174 | $4,942 | $4,040 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Line Items] | ||
Unrecognized tax benefits, that if recognized, would affect the effective income tax rate | $752 | $1,805 |
State [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carry forwards (tax effected) for state income tax purposes | 39,362 | |
Federal [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carry forwards (tax effected) for federal income tax purposes | $162,671 |
Income_Taxes_Income_Tax_Provis
Income Taxes (Income Tax Provision) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | ($1,063) | $349 | ($3,567) |
State | 2,590 | 2,521 | 1,868 |
Current income tax provision (benefit) | 1,527 | 2,870 | -1,699 |
Deferred: | |||
Federal | -42,382 | -40,161 | -41,210 |
State | -1,010 | 606 | 2,763 |
Deferred Income Tax Expense (Benefit), Total | -43,392 | -39,555 | -38,447 |
Income Tax Expense (Benefit), Total | ($41,865) | ($36,685) | ($40,146) |
Income_Taxes_Reconciliation_Be
Income Taxes (Reconciliation Between Federal Statutory Rate And Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | |||
Statutory U.S. federal tax rate | 35.00% | 35.00% | 35.00% |
State income taxes (net of federal benefit) | 1.00% | -1.89% | -2.95% |
Other | 0.79% | -0.10% | -1.02% |
Domestic production activites | 2.85% | ||
Change in tax status | -1.23% | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 35.56% | 33.01% | 33.88% |
Income_Taxes_Significant_Compo
Income Taxes (Significant Components Of Deferred Tax Assets (Liabilities)) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets and (liabilities): | ||
Depreciation and amortization | ($636,550) | ($327,142) |
Investment in partnership | -307,077 | |
Accounts receivable | 2,503 | 738 |
Fair value of interest rate swap | 967 | 632 |
Accruals and reserves | 17,756 | 4,122 |
Capital and net operating losses | 203,962 | 182,182 |
Debt discount and interest | 451 | 1,249 |
Equity compensation | 8,675 | 6,960 |
Valuation allowance | -15,468 | -7,012 |
Tax receivable agreement obligation to related parties | 21,381 | 13,484 |
Other | 1,989 | 1,918 |
Net deferred tax assets and (liabilities) | -394,334 | -429,946 |
Deferred income tax assets | 18,893 | 6,317 |
Non-current deferred tax liabilities | -413,227 | -436,263 |
Net deferred tax assets and (liabilities) | ($394,334) | ($429,946) |
Income_Taxes_Reconciliation_Of
Income Taxes (Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefit) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Unrecognized benefit from prior years | $11,366 | $11,021 | $9,911 |
Decreases from prior period tax positions | -38 | -216 | |
Increases from current period tax positions | 331 | 561 | 1,461 |
Decreases from settlements with taxing authorities | -1,347 | -351 | |
Ending unrecognized benefit | $10,312 | $11,366 | $11,021 |
Tax_Receivable_Agreement_Oblig2
Tax Receivable Agreement Obligations To Related Parties (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Tax Receivable Agreement Obligations To Related Parties [Abstract] | |||
Percentage of cash savings | 85.00% | ||
Retained ratio of tax savings | 15.00% | ||
Cumulative payments under tax receivable agreement | $351,190 | ||
Initial fair value of tax receivable agreement | 164,928 | ||
Accretion Expense | 14,446 | 26,470 | 8,666 |
Change in estimate effect on pretax income/loss | $5,516 |
Tax_Receivable_Agreement_Oblig3
Tax Receivable Agreement Obligations To Related Parties (Estimated Aggregate Payments Due Under The Tax Receivable Agreements) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Tax Receivable Agreement Obligations To Related Parties [Abstract] | ||
2015 | $945 | |
2016 | 980 | |
2017 | 64,290 | |
2018 | 84,386 | |
2019 | 23,842 | |
Thereafter | 176,747 | |
Gross expected payments | 351,190 | |
Less: Amounts representing discount | -186,262 | |
Total tax receivable agreement obligations due to related parties | 164,928 | |
Less: Current portion due (included in accrued expenses) | -945 | -974 |
Tax receivable agreement obligations due to related parties | $163,983 | $150,496 |
Other_Related_Party_Transactio1
Other Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Term of transaction and advisory fee agreement | 12 years | ||
Percentage of Consolidated EBITDA paid as advisory fee | 2.00% | ||
Percentage of aggregate transaction value paid as transaction fee | 1.00% | ||
Advisory Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | $6,000 | $6,000 | $6,600 |
BMP [Member] | |||
Related Party Transaction [Line Items] | |||
Reimbursement to related party of out of pocket expenses | 400 | 200 | 400 |
BMP [Member] | Advisory Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 4,350 | 4,350 | 5,985 |
HFLP [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 116 | 695 | 101 |
Recognized revenue | 6,028 | 2,029 | 206 |
HFLP [Member] | Advisory Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 1,650 | 1,650 | 615 |
Blackstone Portfolio Companies [Member] | |||
Related Party Transaction [Line Items] | |||
Recognized revenue | 3,230 | 6,959 | 3,606 |
Senior Notes Due 2019 [Member] | GSO Advisor Holdings L L C [Member] | |||
Related Party Transaction [Line Items] | |||
Debt held by related parties | 0 | 100,000 | |
Senior Credit Facilities [Member] | GSO Advisor Holdings L L C [Member] | |||
Related Party Transaction [Line Items] | |||
Debt held by related parties | 68,588 | 90,645 | |
Debt held by related parties, current | $686 | $906 |
Segment_Reporting_Revenue_And_
Segment Reporting (Revenue And Total Segment Contribution For The Reportable Segments) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue from external customers | |||
Net revenue | $1,350,413 | $1,242,567 | $1,152,313 |
Income (loss) before income taxes | -117,719 | -111,143 | -118,481 |
Interest expense, net | 146,829 | 153,169 | 172,253 |
Depreciation and amortization | 189,218 | 183,839 | 187,225 |
EBITDA | 218,328 | 225,865 | 240,997 |
Equity compensation | 7,334 | 7,021 | 6,842 |
Acquisition accounting adjustments | 1,035 | 894 | 4,697 |
Acquisition-related costs | 6,927 | 3,245 | 6,913 |
Transaction-related costs and advisory fees | 6,448 | 6,948 | 9,907 |
Strategic initiatives, duplicative and transition costs | 12,864 | 8,401 | 9,730 |
Severance costs | 8,005 | 7,520 | 1,632 |
Loss on extinguishment of debt and other related costs | 24,311 | 25,411 | |
Accretion expense | 14,446 | 26,470 | 8,666 |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Contingent consideration | 1,307 | -69 | |
Other non-routine, net | 4,484 | 2,765 | -221 |
EBITDA Adjustments | 146,019 | 98,125 | 75,442 |
Adjusted EBITDA | 364,347 | 323,990 | 316,439 |
Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 870,802 | 809,651 | 762,980 |
Income (loss) before income taxes | 207,500 | 189,582 | 164,760 |
Interest expense, net | -9 | 0 | 8 |
Depreciation and amortization | 66,491 | 64,743 | 67,285 |
EBITDA | 273,982 | 254,325 | 232,053 |
Equity compensation | 1,003 | 1,161 | 1,049 |
Acquisition accounting adjustments | 192 | 282 | 2,482 |
Acquisition-related costs | 2,067 | 2,429 | 6,308 |
Transaction-related costs and advisory fees | 0 | 0 | 0 |
Strategic initiatives, duplicative and transition costs | 689 | 130 | 660 |
Severance costs | 1,634 | 453 | 763 |
Loss on extinguishment of debt and other related costs | 0 | 0 | |
Accretion expense | 0 | 0 | 0 |
Impairment of long-lived assets | 185 | 0 | 1,698 |
Contingent consideration | 0 | 0 | |
Other non-routine, net | 3,149 | 5,296 | 676 |
EBITDA Adjustments | 8,919 | 9,751 | 13,636 |
Adjusted EBITDA | 282,901 | 264,076 | 245,689 |
Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 304,941 | 279,098 | 255,052 |
Income (loss) before income taxes | 92,328 | 74,494 | 57,185 |
Interest expense, net | -159 | 33 | 80 |
Depreciation and amortization | 48,129 | 47,103 | 52,462 |
EBITDA | 140,298 | 121,630 | 109,727 |
Equity compensation | 842 | 1,181 | 1,169 |
Acquisition accounting adjustments | 57 | 440 | 1,993 |
Acquisition-related costs | 303 | 99 | 174 |
Transaction-related costs and advisory fees | 0 | 0 | 0 |
Strategic initiatives, duplicative and transition costs | 30 | 0 | 34 |
Severance costs | 1,520 | 330 | 457 |
Loss on extinguishment of debt and other related costs | 0 | 0 | |
Accretion expense | 0 | 0 | 0 |
Impairment of long-lived assets | 470 | 0 | 59 |
Contingent consideration | 0 | 0 | |
Other non-routine, net | 489 | 665 | 312 |
EBITDA Adjustments | 3,711 | 2,715 | 4,198 |
Adjusted EBITDA | 144,009 | 124,345 | 113,925 |
Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 126,330 | 112,417 | 95,429 |
Income (loss) before income taxes | -24,232 | 45,467 | 42,825 |
Interest expense, net | -12 | -11 | -6 |
Depreciation and amortization | 14,864 | 15,920 | 15,017 |
EBITDA | -9,380 | 61,376 | 57,836 |
Equity compensation | 250 | 197 | 319 |
Acquisition accounting adjustments | 697 | 143 | 4 |
Acquisition-related costs | -69 | 70 | 79 |
Transaction-related costs and advisory fees | 0 | 0 | 0 |
Strategic initiatives, duplicative and transition costs | 127 | 1,229 | 204 |
Severance costs | 18 | 567 | 0 |
Loss on extinguishment of debt and other related costs | 0 | 0 | |
Accretion expense | 0 | 0 | 0 |
Impairment of long-lived assets | 73,751 | 0 | 0 |
Contingent consideration | 1,071 | -69 | |
Other non-routine, net | 337 | 15 | 11 |
EBITDA Adjustments | 76,182 | 2,152 | 617 |
Adjusted EBITDA | 66,802 | 63,528 | 58,453 |
All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 80,691 | 72,744 | 70,271 |
Income (loss) before income taxes | 42,988 | 34,375 | 33,084 |
Interest expense, net | 0 | 0 | 0 |
Depreciation and amortization | 195 | 148 | 136 |
EBITDA | 43,183 | 34,523 | 33,220 |
Equity compensation | 88 | 946 | 1,314 |
Acquisition accounting adjustments | 3 | 17 | 215 |
Acquisition-related costs | 29 | 4 | 29 |
Transaction-related costs and advisory fees | 0 | 0 | 0 |
Strategic initiatives, duplicative and transition costs | 0 | 101 | 1,410 |
Severance costs | 54 | 284 | 72 |
Loss on extinguishment of debt and other related costs | 0 | 0 | |
Accretion expense | 0 | 0 | 0 |
Impairment of long-lived assets | 5 | 0 | 0 |
Contingent consideration | 0 | 0 | |
Other non-routine, net | 21 | 7 | 41 |
EBITDA Adjustments | 200 | 1,359 | 3,081 |
Adjusted EBITDA | 43,383 | 35,882 | 36,301 |
Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | -32,351 | -31,343 | -31,419 |
Income (loss) before income taxes | -436,303 | -455,061 | -416,335 |
Interest expense, net | 147,009 | 153,147 | 172,171 |
Depreciation and amortization | 59,539 | 55,925 | 52,325 |
EBITDA | -229,755 | -245,989 | -191,839 |
Equity compensation | 5,151 | 3,536 | 2,991 |
Acquisition accounting adjustments | 86 | 12 | 3 |
Acquisition-related costs | 4,597 | 643 | 323 |
Transaction-related costs and advisory fees | 6,448 | 6,948 | 9,907 |
Strategic initiatives, duplicative and transition costs | 12,018 | 6,941 | 7,422 |
Severance costs | 4,779 | 5,886 | 340 |
Loss on extinguishment of debt and other related costs | 24,311 | 25,411 | |
Accretion expense | 14,446 | 26,470 | 8,666 |
Impairment of long-lived assets | 8,758 | 10,619 | 108 |
Contingent consideration | 236 | 0 | |
Other non-routine, net | 488 | -3,218 | -1,261 |
EBITDA Adjustments | 57,007 | 82,148 | 53,910 |
Adjusted EBITDA | -172,748 | -163,841 | -137,929 |
Claims Management [Member] | |||
Revenue from external customers | |||
Net revenue | 297,199 | 290,980 | 251,073 |
Claims Management [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 297,199 | 290,980 | 251,073 |
Claims Management [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Claims Management [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Claims Management [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Claims Management [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Payment Distribution Services [Member] | |||
Revenue from external customers | |||
Net revenue | 290,969 | 261,168 | 253,499 |
Payment Distribution Services [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 290,969 | 261,168 | 253,499 |
Payment Distribution Services [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Payment Distribution Services [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Payment Distribution Services [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Payment Distribution Services [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Patient Billing And Payment Services [Member] | |||
Revenue from external customers | |||
Net revenue | 273,911 | 251,497 | 253,576 |
Patient Billing And Payment Services [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 273,911 | 251,497 | 253,576 |
Patient Billing And Payment Services [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Patient Billing And Payment Services [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Patient Billing And Payment Services [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Patient Billing And Payment Services [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Technology [Member] | |||
Revenue from external customers | |||
Net revenue | 127,565 | 118,298 | 105,936 |
Revenue Cycle Technology [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Technology [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 127,565 | 118,298 | 105,936 |
Revenue Cycle Technology [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Technology [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Technology [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Services [Member] | |||
Revenue from external customers | |||
Net revenue | 134,126 | 123,471 | 114,487 |
Revenue Cycle Services [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Services [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 134,126 | 123,471 | 114,487 |
Revenue Cycle Services [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Services [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Revenue Cycle Services [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Physician Services [Member] | |||
Revenue from external customers | |||
Net revenue | 43,250 | 37,329 | 34,629 |
Physician Services [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Physician Services [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 43,250 | 37,329 | 34,629 |
Physician Services [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Physician Services [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Physician Services [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 125,978 | 112,083 | 95,079 |
Pharmacy [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Pharmacy [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Pharmacy [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 125,978 | 112,083 | 95,079 |
Pharmacy [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Pharmacy [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Channel Partner [Member] | |||
Revenue from external customers | |||
Net revenue | 25,070 | 15,366 | 12,448 |
Channel Partner [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Channel Partner [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Channel Partner [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Channel Partner [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 48,346 | 40,369 | 38,685 |
Channel Partner [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | -23,276 | -25,003 | -26,237 |
Dental [Member] | |||
Revenue from external customers | |||
Net revenue | 31,868 | 32,375 | 31,586 |
Dental [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Dental [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Dental [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Dental [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 31,868 | 32,375 | 31,586 |
Dental [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Other [Member] | |||
Revenue from external customers | |||
Net revenue | 477 | ||
Other [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | ||
Other [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | ||
Other [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | ||
Other [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 477 | ||
Other [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | ||
Inter-segment Revenues [Member] | Payer [Member] | |||
Revenue from external customers | |||
Net revenue | 8,723 | 6,006 | 4,832 |
Inter-segment Revenues [Member] | Provider [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Inter-segment Revenues [Member] | Pharmacy [Member] | |||
Revenue from external customers | |||
Net revenue | 352 | 334 | 350 |
Inter-segment Revenues [Member] | All Other [Member] | |||
Revenue from external customers | |||
Net revenue | 0 | 0 | 0 |
Inter-segment Revenues [Member] | Corporate And Eliminations [Member] | |||
Revenue from external customers | |||
Net revenue | ($9,075) | ($6,340) | ($5,182) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive (Loss) Income (Summary Of Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at January 1, 2014 | ($1,343) | ||
Change associated with foreign currency translation | -219 | -137 | 67 |
Change associated with current period hedging | -2,980 | ||
Reclassification into earnings | 2,587 | ||
Balance at December 31, 2014 | -1,955 | -1,343 | |
Foreign Currency Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at January 1, 2014 | -264 | ||
Change associated with foreign currency translation | -219 | ||
Change associated with current period hedging | 0 | ||
Reclassification into earnings | 0 | ||
Balance at December 31, 2014 | -483 | ||
Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at January 1, 2014 | -1,079 | ||
Change associated with foreign currency translation | 0 | ||
Change associated with current period hedging | -2,980 | ||
Reclassification into earnings | 2,587 | ||
Balance at December 31, 2014 | ($1,472) |
Supplemental_Condensed_Consoli2
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $82,306 | $76,538 | $31,763 | $37,923 |
Accounts receivable, net of allowance for doubtfull accounts | 233,791 | 214,247 | ||
Deferred income tax assets | 18,893 | 6,317 | ||
Prepaid expenses and other current assets | 29,246 | 27,019 | ||
Total current assets | 364,236 | 324,121 | ||
Property and equipment, net | 244,153 | 269,470 | ||
Goodwill | 1,702,569 | 1,502,434 | 1,488,134 | |
Intangible assets, net | 1,539,394 | 1,632,688 | ||
Other assets, net | 20,312 | 19,169 | ||
Total assets | 3,870,664 | 3,747,882 | ||
Current liabilities: | ||||
Accounts payable | 16,399 | 8,367 | ||
Accrued expenses | 175,206 | 131,149 | ||
Deferred revenues | 10,518 | 10,881 | ||
Current portion of long-term debt | 27,308 | 31,330 | ||
Total current liabilities | 229,431 | 181,727 | ||
Long-term debt, excluding current portion | 2,146,597 | 1,999,026 | ||
Deferred income tax liabilities | 413,227 | 436,263 | ||
Tax receivable agreement obligations to related parties | 163,983 | 150,496 | ||
Other long-term liabilities | 15,361 | 11,824 | ||
Commitments and contingencies | ||||
Equity | 902,065 | 968,546 | ||
Total liabilities and equity | 3,870,664 | 3,747,882 | ||
Consolidating Adjustments [Member] | ||||
Current assets: | ||||
Due from affiliates | -180,610 | -69,142 | ||
Investment in consolidated subsidiaries | -1,740,062 | -1,764,213 | ||
Other assets, net | -149,647 | -60,316 | ||
Total assets | -2,070,319 | -1,893,671 | ||
Current liabilities: | ||||
Due to affiliates | -180,610 | -69,142 | ||
Deferred income tax liabilities | -149,647 | -60,316 | ||
Equity | -1,740,062 | -1,764,213 | ||
Total liabilities and equity | -2,070,319 | -1,893,671 | ||
Emdeon Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 796 | 2,794 | 754 | 572 |
Prepaid expenses and other current assets | 2,267 | 3,441 | ||
Total current assets | 3,063 | 6,235 | ||
Property and equipment, net | 7 | 10 | ||
Investment in consolidated subsidiaries | 1,740,062 | 1,764,213 | ||
Intangible assets, net | 133,500 | 142,500 | ||
Other assets, net | 152,689 | 64,536 | ||
Total assets | 2,029,321 | 1,977,494 | ||
Current liabilities: | ||||
Accrued expenses | 4,935 | 8,205 | ||
Current portion of long-term debt | 6,709 | 5,775 | ||
Total current liabilities | 11,644 | 13,980 | ||
Due to affiliates | 180,610 | 69,142 | ||
Long-term debt, excluding current portion | 771,019 | 775,330 | ||
Tax receivable agreement obligations to related parties | 163,983 | 150,496 | ||
Equity | 902,065 | 968,546 | ||
Total liabilities and equity | 2,029,321 | 1,977,494 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 81,510 | 73,744 | 31,009 | 37,351 |
Accounts receivable, net of allowance for doubtfull accounts | 233,791 | 214,247 | ||
Deferred income tax assets | 18,893 | 6,317 | ||
Prepaid expenses and other current assets | 26,979 | 23,578 | ||
Total current assets | 361,173 | 317,886 | ||
Property and equipment, net | 244,146 | 269,460 | ||
Due from affiliates | 180,610 | 69,142 | ||
Goodwill | 1,702,569 | 1,502,434 | ||
Intangible assets, net | 1,405,894 | 1,490,188 | ||
Other assets, net | 17,270 | 14,949 | ||
Total assets | 3,911,662 | 3,664,059 | ||
Current liabilities: | ||||
Accounts payable | 16,399 | 8,367 | ||
Accrued expenses | 170,271 | 122,944 | ||
Deferred revenues | 10,518 | 10,881 | ||
Current portion of long-term debt | 20,599 | 25,555 | ||
Total current liabilities | 217,787 | 167,747 | ||
Long-term debt, excluding current portion | 1,375,578 | 1,223,696 | ||
Deferred income tax liabilities | 562,874 | 496,579 | ||
Other long-term liabilities | 15,361 | 11,824 | ||
Equity | 1,740,062 | 1,764,213 | ||
Total liabilities and equity | $3,911,662 | $3,664,059 |
Supplemental_Condensed_Consoli3
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Operations) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Income Statements [Line Items] | |||
Revenue | $1,350,413 | $1,242,567 | $1,152,313 |
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 803,590 | 759,409 | 696,619 |
Development and engineering | 33,564 | 32,538 | 34,529 |
Sales, marketing, general and administrative | 199,977 | 168,708 | 146,534 |
Depreciation and amortization | 189,218 | 183,839 | 187,225 |
Accretion | 14,446 | 26,470 | 8,666 |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Operating income (loss) | 26,449 | 60,984 | 76,875 |
Interest Expense | 146,829 | 153,169 | 172,253 |
Loss on extinguishment of debt | 23,160 | 21,853 | |
Contingent consideration | 1,307 | -69 | |
Other | -3,968 | -4,133 | 1,250 |
Income (loss) before income tax provision (benefit) | -117,719 | -111,143 | -118,481 |
Income tax provision (benefit) | -41,865 | -36,685 | -40,146 |
Net income (loss) | -75,854 | -74,458 | -78,335 |
Consolidating Adjustments [Member] | |||
Costs and expenses: | |||
Equity in earnings of consolidated subsidiaries | -31,409 | 14,159 | 3,400 |
Income (loss) before income tax provision (benefit) | 31,409 | -14,159 | -3,400 |
Net income (loss) | 31,409 | -14,159 | -3,400 |
Emdeon Inc. [Member] | |||
Costs and expenses: | |||
Sales, marketing, general and administrative | 17,126 | 12,321 | 9,072 |
Depreciation and amortization | 9,003 | 9,004 | 9,004 |
Accretion | 14,446 | 26,470 | 8,666 |
Operating income (loss) | -40,575 | -47,795 | -26,742 |
Equity in earnings of consolidated subsidiaries | 31,409 | -14,159 | -3,400 |
Interest Expense | 93,471 | 94,021 | 94,089 |
Loss on extinguishment of debt | 485 | 495 | |
Other | -111 | -2,925 | 1,250 |
Income (loss) before income tax provision (benefit) | -165,344 | -125,217 | -119,176 |
Income tax provision (benefit) | -89,490 | -50,759 | -40,841 |
Net income (loss) | -75,854 | -74,458 | -78,335 |
Guarantor Subsidiaries [Member] | |||
Condensed Income Statements [Line Items] | |||
Revenue | 1,350,413 | 1,242,567 | 1,152,313 |
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 803,590 | 759,409 | 696,619 |
Development and engineering | 33,564 | 32,538 | 34,529 |
Sales, marketing, general and administrative | 182,851 | 156,387 | 137,462 |
Depreciation and amortization | 180,215 | 174,835 | 178,221 |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Operating income (loss) | 67,024 | 108,779 | 103,617 |
Interest Expense | 53,358 | 59,148 | 78,164 |
Loss on extinguishment of debt | 22,675 | 21,358 | |
Contingent consideration | 1,307 | -69 | |
Other | -3,857 | -1,208 | |
Income (loss) before income tax provision (benefit) | 16,216 | 28,233 | 4,095 |
Income tax provision (benefit) | 47,625 | 14,074 | 695 |
Net income (loss) | ($31,409) | $14,159 | $3,400 |
Supplemental_Condensed_Consoli4
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | ($75,854) | ($74,458) | ($78,335) |
Other comprehensive income (loss): | |||
Changes in fair value of interest rate swap, net of taxes | -393 | 2,583 | -3,662 |
Foreign currency translation adjustment | -219 | -137 | 67 |
Other comprehensive income (loss) | -612 | 2,446 | -3,595 |
Total comprehensive income (loss) | -76,466 | -72,012 | -81,930 |
Consolidating Adjustments [Member] | |||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 31,409 | -14,159 | -3,400 |
Other comprehensive income (loss): | |||
Equity in other comprehensive earnings | 219 | 137 | -67 |
Other comprehensive income (loss) | 219 | 137 | -67 |
Total comprehensive income (loss) | 31,628 | -14,022 | -3,467 |
Emdeon Inc. [Member] | |||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | -75,854 | -74,458 | -78,335 |
Other comprehensive income (loss): | |||
Changes in fair value of interest rate swap, net of taxes | -393 | 2,583 | -3,662 |
Equity in other comprehensive earnings | -219 | -137 | 67 |
Other comprehensive income (loss) | -612 | 2,446 | -3,595 |
Total comprehensive income (loss) | -76,466 | -72,012 | -81,930 |
Guarantor Subsidiaries [Member] | |||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | -31,409 | 14,159 | 3,400 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | -219 | -137 | 67 |
Other comprehensive income (loss) | -219 | -137 | 67 |
Total comprehensive income (loss) | ($31,628) | $14,022 | $3,467 |
Supplemental_Condensed_Consoli5
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Cash Flows) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net income (loss) | ($75,854) | ($74,458) | ($78,335) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 189,218 | 183,839 | 187,225 |
Accretion | 14,446 | 26,470 | 8,666 |
Equity compensation expense | 7,334 | 7,021 | 6,842 |
Deferred income tax expense (benefit) | -43,392 | -39,555 | -38,447 |
Amortization of debt discount and issuance costs | 7,847 | 8,475 | 10,185 |
Contingent consideration | 1,307 | -69 | |
Gain on sale of cost method investment | -114 | -2,925 | |
Loss on extinguishment of debt | 22,828 | 18,293 | |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Other | -2,255 | -1,962 | 820 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -6,824 | -20,791 | 1,601 |
Prepaid expenses and other | 536 | 1,442 | -12,096 |
Accounts payable | 4,591 | 1,335 | -2,149 |
Accrued expenses, deferred revenue, and other liabilities | 26,650 | 29,273 | -25,216 |
Tax receivable agreement obligations to related parties | -988 | -1,142 | -334 |
Net cash provided by (used in) operating activities | 205,671 | 150,400 | 78,920 |
Investing activities | |||
Purchases of property and equipment | -55,926 | -71,086 | -62,054 |
Payments for acquisitions, net of cash acquired | -252,772 | -18,291 | -59,011 |
Proceeds from sale of cost method investment | 677 | 5,820 | |
Other | -139 | ||
Net cash provided by (used in) investing activities | -308,160 | -83,557 | -121,065 |
Financing activities | |||
Proceeds from Term Loan Facility | 157,600 | 70,351 | |
Payments on Term Loan Facility | -13,279 | -12,912 | -12,817 |
Payment of debt assumed from acquisition | -25,262 | -218 | |
Proceeds from Revolving Facility | 183,000 | ||
Payments on Revolving Facility | -183,000 | -15,000 | |
Payment of loan costs | -2,096 | -2,178 | -2,060 |
Repayment of deferred financing arrangements | -10,741 | -7,564 | -3,796 |
Repurchase of Parent common stock | -1,221 | -613 | -317 |
Capital contribution from Parent | 3,256 | 1,999 | |
Other | -582 | -376 | |
Net cash provided by (used in) financing activities | 108,257 | -22,068 | 35,985 |
Net increase (decrease) in cash and cash equivalents | 5,768 | 44,775 | -6,160 |
Cash and cash equivalents at beginning of period | 76,538 | 31,763 | 37,923 |
Cash and cash equivalents at end of period | 82,306 | 76,538 | 31,763 |
Consolidating Adjustments [Member] | |||
Operating activities | |||
Net income (loss) | 31,409 | -14,159 | -3,400 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Equity in earnings of consolidated subsidiaries | -31,409 | 14,159 | 3,400 |
Investing activities | |||
Investment in subsidiaries, net | -95 | -5,821 | -112,067 |
Net cash provided by (used in) investing activities | -95 | -5,821 | -112,067 |
Financing activities | |||
Distributions to Emdeon Inc., net | 95 | 5,821 | 112,067 |
Net cash provided by (used in) financing activities | 95 | 5,821 | 112,067 |
Emdeon Inc. [Member] | |||
Operating activities | |||
Net income (loss) | -75,854 | -74,458 | -78,335 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 9,003 | 9,004 | 9,004 |
Accretion | 14,446 | 26,470 | 8,666 |
Equity compensation expense | 335 | 240 | 27 |
Deferred income tax expense (benefit) | -89,089 | -49,195 | -40,841 |
Amortization of debt discount and issuance costs | 2,704 | 2,501 | 2,265 |
Gain on sale of cost method investment | -114 | -2,925 | |
Loss on extinguishment of debt | 478 | 495 | |
Equity in earnings of consolidated subsidiaries | 31,409 | -14,159 | -3,400 |
Other | -1,089 | -822 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other | 773 | -2,402 | 1,438 |
Accrued expenses, deferred revenue, and other liabilities | -7,908 | 3,171 | -14,244 |
Tax receivable agreement obligations to related parties | -988 | -1,142 | -334 |
Due to/from affiliates | 111,582 | 6,209 | 7,463 |
Net cash provided by (used in) operating activities | -4,790 | -97,030 | -107,796 |
Investing activities | |||
Purchases of property and equipment | -11 | ||
Proceeds from sale of cost method investment | 677 | 96,475 | |
Investment in subsidiaries, net | 95 | 5,821 | 112,067 |
Net cash provided by (used in) investing activities | 772 | 102,285 | 112,067 |
Financing activities | |||
Payments on Term Loan Facility | -276 | -280 | -259 |
Payment of loan costs | -34 | ||
Repayment of deferred financing arrangements | -4,321 | -3,796 | |
Repurchase of Parent common stock | -960 | -613 | |
Capital contribution from Parent | 3,256 | 1,999 | |
Net cash provided by (used in) financing activities | 2,020 | -3,215 | -4,089 |
Net increase (decrease) in cash and cash equivalents | -1,998 | 2,040 | 182 |
Cash and cash equivalents at beginning of period | 2,794 | 754 | 572 |
Cash and cash equivalents at end of period | 796 | 2,794 | 754 |
Guarantor Subsidiaries [Member] | |||
Operating activities | |||
Net income (loss) | -31,409 | 14,159 | 3,400 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 180,215 | 174,835 | 178,221 |
Equity compensation expense | 6,999 | 6,781 | 6,815 |
Deferred income tax expense (benefit) | 45,697 | 9,640 | 2,394 |
Amortization of debt discount and issuance costs | 5,143 | 5,974 | 7,920 |
Contingent consideration | 1,307 | -69 | |
Loss on extinguishment of debt | 22,350 | 17,798 | |
Impairment of long-lived assets | 83,169 | 10,619 | 1,865 |
Other | -1,166 | -1,140 | 820 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -6,824 | -20,791 | 1,601 |
Prepaid expenses and other | -237 | 3,844 | -13,534 |
Accounts payable | 4,591 | 1,335 | -2,149 |
Accrued expenses, deferred revenue, and other liabilities | 34,558 | 26,102 | -10,972 |
Due to/from affiliates | -111,582 | -6,209 | -7,463 |
Net cash provided by (used in) operating activities | 210,461 | 247,430 | 186,716 |
Investing activities | |||
Purchases of property and equipment | -55,926 | -71,075 | -62,054 |
Payments for acquisitions, net of cash acquired | -252,772 | -18,291 | -59,011 |
Proceeds from sale of cost method investment | -90,655 | ||
Other | -139 | ||
Net cash provided by (used in) investing activities | -308,837 | -180,021 | -121,065 |
Financing activities | |||
Distributions to Emdeon Inc., net | -95 | -5,821 | -112,067 |
Proceeds from Term Loan Facility | 157,600 | 70,351 | |
Payments on Term Loan Facility | -13,003 | -12,632 | -12,558 |
Payment of debt assumed from acquisition | -25,262 | -218 | |
Proceeds from Revolving Facility | 183,000 | ||
Payments on Revolving Facility | -183,000 | -15,000 | |
Payment of loan costs | -2,096 | -2,178 | -2,026 |
Repayment of deferred financing arrangements | -10,741 | -3,243 | |
Repurchase of Parent common stock | -261 | -317 | |
Other | -582 | -376 | |
Net cash provided by (used in) financing activities | 106,142 | -24,674 | -71,993 |
Net increase (decrease) in cash and cash equivalents | 7,766 | 42,735 | -6,342 |
Cash and cash equivalents at beginning of period | 73,744 | 31,009 | 37,351 |
Cash and cash equivalents at end of period | $81,510 | $73,744 | $31,009 |
Schedule_II_Valuation_And_Qual1
Schedule II - Valuation And Qualifying Accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $3,856 | $3,585 | $1,201 |
Charged to Costs and Expenses | 5,027 | 1,982 | 1,598 |
Charged to Other Accounts | 88 | 854 | 3,571 |
Write-offs | -2,594 | -2,565 | -2,785 |
Balance at End of Year | $6,377 | $3,856 | $3,585 |