Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
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 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $87,735 | $82,306 |
Accounts receivable, net of allowance for doubtful accounts of $5,977 and $6,377 at March 31, 2015 and December 31, 2014, respectively | 227,427 | 233,791 |
Deferred income tax assets | 15,362 | 18,893 |
Prepaid expenses and other current assets | 33,688 | 29,246 |
Total current assets | 364,212 | 364,236 |
Property and equipment, net | 233,260 | 244,153 |
Goodwill | 1,700,404 | 1,702,569 |
Intangible assets, net | 1,514,046 | 1,539,394 |
Other assets, net | 21,395 | 20,312 |
Total assets | 3,833,317 | 3,870,664 |
Current liabilities: | ||
Accounts payable | 12,107 | 16,399 |
Accrued expenses | 165,435 | 175,206 |
Deferred revenues | 10,215 | 10,518 |
Current portion of long-term debt | 27,350 | 27,308 |
Total current liabilities | 215,107 | 229,431 |
Long-term debt, excluding current portion | 2,139,220 | 2,146,597 |
Deferred income tax liabilities | 401,426 | 413,227 |
Tax receivable agreement obligations to related parties | 168,962 | 163,983 |
Other long-term liabilities | 12,600 | 15,361 |
Commitments and contingencies | ||
Equity: | ||
Common stock (par value, $.01), 100 shares authorized and outstanding at March 31, 2015 and December 31, 2014, respectively | ||
Additional paid-in capital | 1,149,879 | 1,149,360 |
Accumulated other comprehensive income (loss) | -2,790 | -1,955 |
Accumulated deficit | -251,087 | -245,340 |
Total equity | 896,002 | 902,065 |
Total liabilities and equity | $3,833,317 | $3,870,664 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $5,977 | $6,377 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements Of Operations [Abstract] | ||
Solutions revenue | $258,412 | $236,135 |
Postage revenue | 87,283 | 83,072 |
Total revenue | 345,695 | 319,207 |
Costs and expenses: | ||
Cost of operations (exclusive of depreciation and amortization below) | 121,297 | 112,248 |
Development and engineering | 10,825 | 8,905 |
Sales, marketing, general and administrative | 48,991 | 54,328 |
Customer postage | 87,283 | 83,072 |
Depreciation and amortization | 48,114 | 46,463 |
Accretion | 4,979 | -77 |
Operating income (loss) | 24,206 | 14,268 |
Interest expense, net | 38,008 | 36,563 |
Contingent consideration | -2,015 | 1,960 |
Income (loss) before income tax provision (benefit) | -11,787 | -24,255 |
Income tax provision (benefit) | -6,040 | -21,266 |
Net income (loss) | ($5,747) | ($2,989) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ||
Net income (loss) | ($5,747) | ($2,989) |
Other comprehensive income (loss): | ||
Changes in fair value of interest rate swap, net of taxes | -560 | -124 |
Foreign currency translation adjustment | -275 | -73 |
Other comprehensive income (loss) | -835 | -197 |
Total comprehensive income (loss) | ($6,582) | ($3,186) |
Condensed_Consolidated_Stateme2
Condensed 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, 2013 | $1,139,375 | ($169,486) | ($1,343) | $968,546 | |
Balance, shares at Dec. 31, 2013 | 100 | ||||
Equity compensation expense | 1,892 | 1,892 | |||
Capital contribution from Parent | 1,977 | 1,977 | |||
Net income (loss) | -2,989 | -2,989 | |||
Foreign currency translation adjustment | -73 | -73 | |||
Change in fair value of interest rate swap, net of taxes | -124 | -124 | |||
Balance at Mar. 31, 2014 | 1,143,244 | -172,475 | -1,540 | 969,229 | |
Balance, shares at Mar. 31, 2014 | 100 | ||||
Balance at Dec. 31, 2014 | 1,149,360 | -245,340 | -1,955 | 902,065 | |
Balance, shares at Dec. 31, 2014 | 100 | ||||
Equity compensation expense | 2,186 | 2,186 | |||
Issuance of shares in connection with equity compensation plans, net of taxes | 304 | 304 | |||
Repurchase of Parent common stock | -2,471 | -2,471 | |||
Capital contribution from Parent | 500 | 500 | |||
Net income (loss) | -5,747 | -5,747 | |||
Foreign currency translation adjustment | -275 | -275 | |||
Change in fair value of interest rate swap, net of taxes | -560 | -560 | |||
Balance at Mar. 31, 2015 | $1,149,879 | ($251,087) | ($2,790) | $896,002 | |
Balance, shares at Mar. 31, 2015 | 100 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net income (loss) | ($5,747) | ($2,989) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 48,114 | 46,463 |
Accretion | 4,979 | -77 |
Equity compensation | 2,186 | 1,892 |
Deferred income tax expense (benefit) | -7,149 | -22,132 |
Amortization of debt discount and issuance costs | 2,270 | 1,909 |
Contingent consideration | -2,015 | 1,960 |
Impairment of long-lived assets | 839 | 3,067 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,254 | -950 |
Prepaid expenses and other | -5,845 | -4,279 |
Accounts payable | -3,653 | -984 |
Accrued expenses, deferred revenue and other liabilities | -5,535 | 2,787 |
Net cash provided by (used in) operating activities | 33,698 | 26,667 |
Investing activities | ||
Purchases of property and equipment | -12,727 | -14,511 |
Payments for acquisitions, net of cash acquired | -20 | -779 |
Other | -35 | |
Net cash provided by (used in) investing activities | -12,782 | -15,290 |
Financing activities | ||
Payments on Term Loan Facility | -3,620 | -7,669 |
Payment of debt assumed from acquisition | -1,877 | |
Payments on deferred financing arrangements | -4,680 | -3,447 |
Repurchase of Parent common stock | -2,438 | |
Capital contribution from Parent | 804 | 1,977 |
Payment of contingent consideration | -5,553 | |
Net cash provided by (used in) financing activities | -15,487 | -11,016 |
Net increase (decrease) in cash and cash equivalents | 5,429 | 361 |
Cash and cash equivalents at beginning of period | 82,306 | 76,538 |
Cash and cash equivalents at end of period | $87,735 | $76,899 |
Nature_Of_Business_And_Organiz
Nature Of Business And Organization | 3 Months Ended |
Mar. 31, 2015 | |
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 software-based solutions, network solutions and technology-enabled services that optimize communications, payments and analytics by leveraging its intelligent healthcare platform, which includes one of the largest financial and administrative networks in the United States healthcare system. The Company’s platform and solutions integrate and automate key functions of its payer, provider and pharmacy customers throughout the patient encounter, from consumer engagement and pre-care eligibility and enrollment through payment. | |
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”). | |
Basis_Of_Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 2. Basis of Presentation |
Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) Guidelines, Rules and Regulations (“Regulation S-X”) and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. All material intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. | |
Reclassifications | |
Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. | |
Effective January 1, 2015, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its reportable segments to software and analytics, network solutions and technology-enabled services. Prior period segment information has been restated to reflect the current organizational structure. | |
Effective January 1, 2015, in order to clarify the nature of its customer related postage activities, the Company also created separate captions on the statement of operations within revenue and costs and expenses, respectively. Previously, such amounts were included within revenue and costs of operations. To conform to the current period presentation, costs of operations were reduced by $83,072 and reclassified as customer postage for the three months ended March 31, 2014. | |
Accounting Estimates | |
The preparation of financial statements in conformity with GAAP 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 materially 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 preliminary values of the consideration transferred, assets acquired and liabilities assumed in the recent Change Healthcare Corporation and Adminisource Communications, Inc. acquisitions, including the related tax effects, remain subject to receipt of a final valuation and a final working capital settlement. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 April 2015, the FASB issued ASU No. 2015-03, which requires that debt issue costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This update is required to be applied on a retrospective basis wherein the balance sheet of each individual period presented must be adjusted to reflect the period specific effects of applying this new guidance. This update is effective for fiscal years and interim periods within those years beginning after December 31, 2015, with early adoption permitted. The Company expects to adopt this update effective January 1, 2016. If the update were adopted as of March 31, 2015, other assets within the consolidated balance sheet and long-term debt, excluding current portion would be reduced by $10,494. | |
In April 2015, the FASB issued ASU No. 2015-05, which provides guidance to customers about whether a cloud computing arrangement includes a software license and requires that all software licenses utilized in internal use software arrangements be accounted for consistent with other licenses of intangible assets. This update is effective for fiscal years and interim periods within those years beginning after December 31, 2015, with early adoption permitted. Upon adoption, a company may elect to apply the update prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. | |
In January 2015, the Company adopted FASB 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. Upon adoption, this update had no effect on the Company’s consolidated financial statements. | |
Concentration_Of_Credit_Risk
Concentration Of Credit Risk | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Long-Term Debt [Abstract] | |||||||
Long-Term Debt | ; 4. Long-Term Debt | ||||||
In November 2011, the Company entered into a credit agreement which was 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% 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 March 31, 2015 and December 31, 2014, consisted of the following: | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Senior Credit Facilities | |||||||
$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $11,954 and $12,740 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.21%) | $ | 1,250,218 | $ | 1,252,652 | |||
$160 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $2,224 and $2,369 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.56%) | 156,976 | 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 $6,467 and $6,720 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.53%) | 368,533 | 368,280 | |||||
$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized discount of $8,372 and $8,624 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.86%) | 366,628 | 366,376 | |||||
Obligation under data sublicense agreement | 17,242 | 17,237 | |||||
Other | 6,973 | 12,129 | |||||
Less current portion | -27,350 | -27,308 | |||||
Long-term debt | $ | 2,139,220 | $ | 2,146,597 | |||
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. 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 both the Term Loan Facility and Revolving Facility is LIBOR plus 2.50%. 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. | |||||||
In December 2014, through another amendment to the Senior Credit Agreement, 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. | |||||||
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 March 31, 2015, 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 March 31, 2015, 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 March 31, 2015). 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 approximately $7,000 at March 31, 2015. | |||||||
Interest_Rate_Swap
Interest Rate Swap | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Interest Rate Swap [Abstract] | |||||||||
Interest Rate Swap | 5. 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. During the three months ended March 31, 2015, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt pursuant to the Term Loan Facility. As of March 31, 2015, the Company had three 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 $2,574 will be reclassified as an increase to interest expense. | |||||||||
The following table summarizes the fair value of the Company’s derivative instruments at March 31, 2015 and December 31, 2014: | |||||||||
Fair Values of Derivative Instruments | |||||||||
Asset (Liability) Derivatives | |||||||||
March 31, | December 31, | ||||||||
Balance Sheet Location | 2015 | 2014 | |||||||
Derivatives designated as hedging instruments: | |||||||||
Interest rate swaps | Other assets | $ | — | $ | 222 | ||||
Interest rate swaps | Accrued expenses | -2,574 | -2,567 | ||||||
Interest rate swaps | Other long-term liabilities | -724 | — | ||||||
$ | -3,298 | $ | -2,345 | ||||||
Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Operations | |||||||||
The effect of the derivative instruments on the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, respectively, is summarized in the following table: | |||||||||
Three Months Ended | Three Months Ended | ||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Derivatives in Cash Flow Hedging Relationships | |||||||||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | $ | -1,591 | $ | 848 | |||||
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | $ | -638 | $ | -638 | |||||
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 March 31, 2015, 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 $3,996. If the Company had breached any of these provisions at March 31, 2015, 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 | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Measurements | 6. 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 March 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall. | |||||||||||||
Quoted in | Significant | ||||||||||||
Balance at | Markets | Significant Other | Unobservable | ||||||||||
March 31, | Identical | Observable Inputs | Inputs | ||||||||||
Description | 2015 | (Level 1) | (Level 2) | (Level 3) | |||||||||
Interest rate swaps | $ | -3,298 | $ | — | $ | -3,298 | $ | — | |||||
Contingent consideration obligations | -7,460 | — | — | -7,460 | |||||||||
Total | $ | -10,758 | $ | — | $ | -3,298 | $ | -7,460 | |||||
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 March 31, 2015, 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 agreements and utilizes assumptions with regard to future sales, probabilities of achieving such future sales, the likelihood and timing of 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). | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Balance at beginning of period | $ | -17,486 | $ | -5,484 | |||||||||
Adjustment of provisional amounts | -50 | — | |||||||||||
Issuance of contingent consideration | — | -6,015 | |||||||||||
Settlement of contingent consideration | 8,061 | — | |||||||||||
Total changes included in contingent consideration | 2,015 | -1,960 | |||||||||||
Balance at end of period | $ | -7,460 | $ | -13,459 | |||||||||
The fair value of the Vieosoft contingent consideration obligations at March 31, 2015 was $2,560. During April 2015, the Company exercised its option to terminate all future obligations under the stock purchase agreement in exchange for a cash payment of $4,650. | |||||||||||||
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 March 31, 2015 were: | |||||||||||||
Carrying | |||||||||||||
Amount | Fair Value | ||||||||||||
Cash and cash equivalents | $ | 87,735 | $ | 87,735 | |||||||||
Accounts receivable | $ | 227,427 | $ | 227,427 | |||||||||
Senior Credit Facilities (Level 1) | $ | 1,421,372 | $ | 1,424,925 | |||||||||
Senior Notes (Level 2) | $ | 750,000 | $ | 822,893 | |||||||||
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. | |||||||||||||
Legal_Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2015 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 7. Legal Proceedings |
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. | |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes |
In January 2014, the Company effected a change in the tax status of EBS Master LLC (“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 the differences in the book and tax bases of the individual assets and liabilities included in the corporation. In addition, as a result of the change in tax status, the Company was required to revise the apportionment of its income taxes among various state taxing jurisdictions. | |
Income taxes were also affected by a change in valuation allowance related to state deferred tax assets for one of the Company’s subsidiaries. Additionally, the change in fair market value of contingent consideration obligations resulted in a permanent tax difference. | |
After giving effect to the change in tax status and these other items, income taxes for the three months ended March 31, 2015 amounted to an income tax benefit of $6,040 and an effective tax rate of 51.2%. The income tax benefit for the three months ended March 31, 2014, was $21,266 and resulted in an effective tax rate of 87.7%. | |
Tax_Receivable_Agreement_Oblig
Tax Receivable Agreement Obligation To Related Parties | 3 Months Ended |
Mar. 31, 2015 | |
Tax Receivable Agreement Obligation To Related Parties [Abstract] | |
Tax Receivable Agreement Obligation To Related Parties | 9. Tax Receivable Agreement Obligation to Related Parties |
The Company is a party to tax receivable agreements which obligate it to make payments to certain of its current and former owners, 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 approximately $350,319. $169,907 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 unaudited condensed consolidated balance sheet at March 31, 2015. | |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segment Reporting | 10. Segment Reporting | |||||||||||||||
Management views the Company’s operating results in three reportable segments: (a) software and analytics, (b) network solutions and (c) technology-enabled 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. Such amounts include allocations of corporate shared services functions that are essential to the core operations of the reportable segments such as information technology, operations and product development functions. Segment assets and related depreciation expenses 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 operating segments are the same as those described in the summary of significant accounting policies in the notes to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC. | ||||||||||||||||
Software and Analytics | ||||||||||||||||
The software and analytics segment provides revenue cycle technology, revenue optimization, payment integrity, electronic payment, data and analytic and consumer engagement solutions. | ||||||||||||||||
Network Solutions | ||||||||||||||||
The network solutions segment provides financial and administrative information exchange solutions for medical, dental and pharmacy claims management and other standardized healthcare transactions, including clinical information exchange capabilities. | ||||||||||||||||
Technology-enabled Services | ||||||||||||||||
The technology-enabled services segment provides payment and communication, eligibility and enrollment, healthcare consulting, payment automation and pharmacy benefits administration solutions. | ||||||||||||||||
Corporate and Eliminations | ||||||||||||||||
Inter-segment revenue and expenses primarily represent claims management and payment and communication solutions provided between segments. | ||||||||||||||||
Corporate and eliminations includes pass-through postage costs, management, administrative and certain other shared corporate services functions such as legal, finance, human resources and marketing, as well as eliminations to remove inter-segment revenue and expenses. These administrative 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: | ||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||
Technology- | ||||||||||||||||
Software and | Network | enabled | Corporate and | |||||||||||||
Analytics | Solutions | Services | Eliminations | Consolidated | ||||||||||||
Revenue from external customers: | ||||||||||||||||
Solutions revenue | $ | 65,869 | $ | 90,209 | $ | 108,750 | $ | -6,416 | $ | 258,412 | ||||||
Postage revenue | — | — | — | 87,283 | 87,283 | |||||||||||
Inter-segment revenue | 255 | 52 | 856 | -1,163 | — | |||||||||||
Net revenue | $ | 66,124 | $ | 90,261 | $ | 109,606 | $ | 79,704 | $ | 345,695 | ||||||
Income (loss) before income taxes | 18,859 | 46,721 | 36,447 | -113,814 | -11,787 | |||||||||||
Interest expense | — | — | — | 38,008 | 38,008 | |||||||||||
Depreciation and amortization | — | — | — | 48,114 | 48,114 | |||||||||||
EBITDA | 18,859 | 46,721 | 36,447 | -27,692 | 74,335 | |||||||||||
Equity compensation | 359 | 108 | 149 | 1,570 | 2,186 | |||||||||||
Acquisition accounting adjustments | 283 | — | 228 | -68 | 443 | |||||||||||
Acquisition-related costs | 17 | 20 | 492 | 308 | 837 | |||||||||||
Transaction-related costs and advisory fees | — | — | — | 1,517 | 1,517 | |||||||||||
Strategic initiatives, duplicative and transition costs | 60 | 55 | 35 | 807 | 957 | |||||||||||
Severance costs | 225 | -141 | 2,006 | 14 | 2,104 | |||||||||||
Accretion | — | — | — | 4,979 | 4,979 | |||||||||||
Impairment of long-lived assets | 106 | 514 | 153 | 66 | 839 | |||||||||||
Contingent consideration | — | -1,530 | -655 | 170 | -2,015 | |||||||||||
Other non-routine, net | 152 | 374 | 314 | 539 | 1,379 | |||||||||||
EBITDA Adjustments | 1,202 | -600 | 2,722 | 9,902 | 13,226 | |||||||||||
Adjusted EBITDA | $ | 20,061 | $ | 46,121 | $ | 39,169 | $ | -17,790 | $ | 87,561 | ||||||
Three Months Ended March 31, 2014 | ||||||||||||||||
Technology- | ||||||||||||||||
Software and | Network | enabled | Corporate and | |||||||||||||
Analytics | Solutions | Services | Eliminations | Consolidated | ||||||||||||
Revenue from external customers: | ||||||||||||||||
Solutions revenue | $ | 54,282 | $ | 82,759 | $ | 104,434 | $ | -5,340 | $ | 236,135 | ||||||
Postage revenue | — | — | — | 83,072 | 83,072 | |||||||||||
Inter-segment revenue | 455 | 77 | 1,734 | -2,266 | — | |||||||||||
Net revenue | $ | 54,737 | $ | 82,836 | $ | 106,168 | $ | 75,466 | $ | 319,207 | ||||||
Income (loss) before income taxes | 15,092 | 39,091 | 30,717 | -109,155 | -24,255 | |||||||||||
Interest expense | — | — | — | 36,563 | 36,563 | |||||||||||
Depreciation and amortization | — | — | — | 46,463 | 46,463 | |||||||||||
EBITDA | 15,092 | 39,091 | 30,717 | -26,129 | 58,771 | |||||||||||
Equity compensation | 156 | 157 | 278 | 1,301 | 1,892 | |||||||||||
Acquisition accounting adjustments | 45 | 11 | 255 | — | 311 | |||||||||||
Acquisition-related costs | 12 | 27 | 483 | 848 | 1,370 | |||||||||||
Transaction-related costs and advisory fees | — | — | — | 1,500 | 1,500 | |||||||||||
Strategic initiatives, duplicative and transition costs | 21 | 119 | 29 | 4,876 | 5,045 | |||||||||||
Severance costs | 1,154 | 279 | 556 | 759 | 2,748 | |||||||||||
Accretion | — | — | — | -77 | -77 | |||||||||||
Impairment of long-lived assets | 65 | 49 | 2,810 | 143 | 3,067 | |||||||||||
Contingent consideration | — | 1,372 | 588 | — | 1,960 | |||||||||||
Other non-routine, net | 239 | 145 | 513 | 821 | 1,718 | |||||||||||
EBITDA Adjustments | 1,692 | 2,159 | 5,512 | 10,171 | 19,534 | |||||||||||
Adjusted EBITDA | $ | 16,784 | $ | 41,250 | $ | 36,229 | $ | -15,958 | $ | 78,305 | ||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||
Accumulated Other Comprehensive Income (Loss) | 11. 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 three months ended March 31, 2015. | ||||||||||
Foreign | Accumulated | |||||||||
Currency | Other | |||||||||
Translation | Cash Flow | Comprehensive | ||||||||
Adjustment | Hedge | Income (Loss) | ||||||||
Balance at January 1, 2015 | $ | -483 | $ | -1,472 | $ | -1,955 | ||||
Change associated with foreign currency translation | -275 | — | -275 | |||||||
Change associated with current period hedging | — | 78 | 78 | |||||||
Reclassification into earnings | — | -638 | -638 | |||||||
Balance at March 31, 2015 | $ | -758 | $ | -2,032 | $ | -2,790 | ||||
Supplemental_Condensed_Consoli
Supplemental Condensed Consolidating Financial Information | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Supplemental Condensed Consolidating Financial Information [Abstract] | |||||||||||||
Supplemental Condensed Consolidating Financial Information | 12. Supplemental Condensed Consolidating Financial Information | ||||||||||||
In lieu of providing separate annual and interim financial statements for each guarantor of the Senior Notes, 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, condensed consolidating balance sheets as of March 31, 2015 and December 31, 2014, condensed consolidating statements of operations and comprehensive income (loss) and condensed consolidating cash flows for the three months ended March 31, 2015 and 2014, respectively, for the Company, segregating the issuer, the subsidiary guarantors and consolidating adjustments, are reflected below. Prior period amounts have been reclassified to conform to the current year presentation. | |||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||
As of March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 801 | $ | 86,934 | $ | — | $ | 87,735 | |||||
Accounts receivable, net of allowance for doubtful accounts | — | 227,427 | — | 227,427 | |||||||||
Deferred income tax assets | — | 15,362 | — | 15,362 | |||||||||
Prepaid expenses and other current assets | 6,202 | 27,486 | — | 33,688 | |||||||||
Total current assets | 7,003 | 357,209 | — | 364,212 | |||||||||
Property and equipment, net | 6 | 233,254 | — | 233,260 | |||||||||
Due from affiliates | — | 200,529 | -200,529 | — | |||||||||
Investment in consolidated subsidiaries | 1,756,009 | — | -1,756,009 | — | |||||||||
Goodwill | — | 1,700,404 | — | 1,700,404 | |||||||||
Intangible assets, net | 131,250 | 1,382,796 | — | 1,514,046 | |||||||||
Other assets, net | 166,374 | 18,706 | -163,685 | 21,395 | |||||||||
Total assets | $ | 2,060,642 | $ | 3,892,898 | $ | -2,120,223 | $ | 3,833,317 | |||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 12,107 | $ | — | $ | 12,107 | |||||
Accrued expenses | 16,174 | 149,261 | — | 165,435 | |||||||||
Deferred revenues | — | 10,215 | — | 10,215 | |||||||||
Current portion of long-term debt | 6,709 | 20,641 | — | 27,350 | |||||||||
Total current liabilities | 22,883 | 192,224 | — | 215,107 | |||||||||
Due to affiliates | 200,529 | — | -200,529 | — | |||||||||
Long-term debt, excluding current portion | 771,542 | 1,367,678 | — | 2,139,220 | |||||||||
Deferred income tax liabilities | — | 565,111 | -163,685 | 401,426 | |||||||||
Tax receivable agreement obligations to related parties | 168,962 | — | — | 168,962 | |||||||||
Other long-term liabilities | 724 | 11,876 | — | 12,600 | |||||||||
Commitments and contingencies | |||||||||||||
Equity | 896,002 | 1,756,009 | -1,756,009 | 896,002 | |||||||||
Total liabilities and equity | $ | 2,060,642 | $ | 3,892,898 | $ | -2,120,223 | $ | 3,833,317 | |||||
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 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 | |||||||||||||
Total 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 Statement of Operations | |||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue: | |||||||||||||
Solutions revenue | $ | — | $ | 258,412 | $ | — | $ | 258,412 | |||||
Postage revenue | — | 87,283 | — | 87,283 | |||||||||
Total revenue | — | 345,695 | — | 345,695 | |||||||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 121,297 | — | 121,297 | |||||||||
Development and engineering | — | 10,825 | — | 10,825 | |||||||||
Sales, marketing, general and administrative | 3,052 | 45,939 | — | 48,991 | |||||||||
Customer postage | — | 87,283 | — | 87,283 | |||||||||
Depreciation and amortization | 2,251 | 45,863 | — | 48,114 | |||||||||
Accretion | 4,979 | — | — | 4,979 | |||||||||
Operating income (loss) | -10,282 | 34,488 | — | 24,206 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,172 | — | 14,172 | — | |||||||||
Interest expense, net | 23,282 | 14,726 | — | 38,008 | |||||||||
Contingent consideration | — | -2,015 | — | -2,015 | |||||||||
Income (loss) before income tax provision (benefit) | -19,392 | 21,777 | -14,172 | -11,787 | |||||||||
Income tax provision (benefit) | -13,645 | 7,605 | — | -6,040 | |||||||||
Net income (loss) | $ | -5,747 | $ | 14,172 | $ | -14,172 | $ | -5,747 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue: | |||||||||||||
Solutions revenue | $ | — | $ | 236,135 | $ | — | $ | 236,135 | |||||
Postage revenue | — | 83,072 | — | 83,072 | |||||||||
Total revenue | — | 319,207 | — | 319,207 | |||||||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 112,248 | — | 112,248 | |||||||||
Development and engineering | — | 8,905 | — | 8,905 | |||||||||
Sales, marketing, general and administrative | 7,016 | 47,312 | — | 54,328 | |||||||||
Customer postage | — | 83,072 | 83,072 | ||||||||||
Depreciation and amortization | 2,251 | 44,212 | — | 46,463 | |||||||||
Accretion | -77 | — | — | -77 | |||||||||
Operating income (loss) | -9,190 | 23,458 | — | 14,268 | |||||||||
Equity in earnings of consolidated subsidiaries | 21,408 | — | -21,408 | — | |||||||||
Interest expense, net | 23,390 | 13,173 | — | 36,563 | |||||||||
Contingent consideration | — | 1,960 | — | 1,960 | |||||||||
Income (loss) before income tax provision (benefit) | -53,988 | 8,325 | 21,408 | -24,255 | |||||||||
Income tax provision (benefit) | -50,999 | 29,733 | — | -21,266 | |||||||||
Net income (loss) | $ | -2,989 | $ | -21,408 | $ | 21,408 | $ | -2,989 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -5,747 | $ | 14,172 | $ | -14,172 | $ | -5,747 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -560 | — | — | -560 | |||||||||
Foreign currency translation adjustment | — | -275 | — | -275 | |||||||||
Equity in other comprehensive earnings | -275 | — | 275 | — | |||||||||
Other comprehensive income (loss) | -835 | -275 | 275 | -835 | |||||||||
Total comprehensive income (loss) | $ | -6,582 | $ | 13,897 | $ | -13,897 | $ | -6,582 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -2,989 | $ | -21,408 | $ | 21,408 | $ | -2,989 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -124 | — | — | -124 | |||||||||
Foreign currency translation adjustment | — | -73 | — | -73 | |||||||||
Equity in other comprehensive earnings | -73 | — | 73 | — | |||||||||
Other comprehensive income (loss) | -197 | -73 | 73 | -197 | |||||||||
Total comprehensive income (loss) | $ | -3,186 | $ | -21,481 | $ | 21,481 | $ | -3,186 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -5,747 | $ | 14,172 | $ | -14,172 | $ | -5,747 | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||
Depreciation and amortization | 2,251 | 45,863 | - | 48,114 | |||||||||
Accretion | 4,979 | - | - | 4,979 | |||||||||
Equity compensation | 87 | 2,099 | - | 2,186 | |||||||||
Deferred income tax expense (benefit) | -13,796 | 6,647 | - | -7,149 | |||||||||
Amortization of debt discount and issuance costs | 717 | 1,553 | - | 2,270 | |||||||||
Contingent consideration | - | -2,015 | - | -2,015 | |||||||||
Impairment of long lived assets | - | 839 | - | 839 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,172 | - | 14,172 | - | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | 5,254 | - | 5,254 | |||||||||
Prepaid expenses and other | -3,542 | -2,303 | - | -5,845 | |||||||||
Accounts payable | - | -3,653 | - | -3,653 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | 10,718 | -16,253 | - | -5,535 | |||||||||
Due to/from affiliates | 19,919 | -19,919 | - | - | |||||||||
Net cash provided (used in) by operating activities | 1,414 | 32,284 | - | 33,698 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -12,727 | - | -12,727 | |||||||||
Payments for acquisitions, net of cash acquired | - | -20 | - | -20 | |||||||||
Other | - | -35 | - | -35 | |||||||||
Investment in subsidiary | 294 | - | -294 | - | |||||||||
Net cash provided by (used in) investing activities | 294 | -12,782 | -294 | -12,782 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc. net | - | -294 | 294 | - | |||||||||
Payments on Term Loan Facility | -69 | -3,551 | - | -3,620 | |||||||||
Payments on deferred financing arrangements | - | -4,680 | - | -4,680 | |||||||||
Repurchase of Parent common stock | -2,438 | - | - | -2,438 | |||||||||
Capital contribution from Parent | 804 | - | - | 804 | |||||||||
Payment of contingent consideration | - | -5,553 | -5,553 | ||||||||||
Net cash provided by (used in) financing activities | -1,703 | -14,078 | 294 | -15,487 | |||||||||
Net decrease in cash and cash equivalents | 5 | 5,424 | - | 5,429 | |||||||||
Cash and cash equivalents at beginning of period | 796 | 81,510 | - | 82,306 | |||||||||
Cash and cash equivalents at end of period | $ | 801 | $ | 86,934 | $ | - | $ | 87,735 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -2,989 | $ | -21,408 | $ | 21,408 | $ | -2,989 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 2,251 | 44,212 | - | 46,463 | |||||||||
Accretion expense | -77 | - | - | -77 | |||||||||
Equity compensation expense | 114 | 1,778 | - | 1,892 | |||||||||
Deferred income tax expense (benefit) | -51,086 | 28,954 | - | -22,132 | |||||||||
Amortization of debt discount and issuance costs | 652 | 1,257 | - | 1,909 | |||||||||
Contingent consideration | - | 1,960 | - | 1,960 | |||||||||
Impairment of long lived assets | - | 3,067 | - | 3,067 | |||||||||
Equity in earnings of consolidated subsidiaries | 21,408 | - | -21,408 | - | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | -950 | - | -950 | |||||||||
Prepaid expenses and other | -3,836 | -443 | - | -4,279 | |||||||||
Accounts payable | - | -984 | - | -984 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | 10,300 | -7,513 | - | 2,787 | |||||||||
Due to/from affiliates | 19,497 | -19,497 | - | - | |||||||||
Net cash provided by (used in) operating activities | -3,766 | 30,433 | - | 26,667 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -14,511 | - | -14,511 | |||||||||
Payments for acquisitions, net of cash acquired | - | -779 | - | -779 | |||||||||
Investment in subsidiaries, net | -114 | - | 114 | - | |||||||||
Net cash provided by (used in) investing activities | -114 | -15,290 | 114 | -15,290 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc., net | - | 114 | -114 | - | |||||||||
Payments on Term Loan Facility | -165 | -7,504 | - | -7,669 | |||||||||
Payment of debt assumed from acquisition | - | -1,877 | - | -1,877 | |||||||||
Payments on deferred financing arrangements | - | -3,447 | - | -3,447 | |||||||||
Capital contribution from Parent | 1,977 | - | 1,977 | ||||||||||
Net cash provided by (used in) financing activities | 1,812 | -12,714 | -114 | -11,016 | |||||||||
Net increase (decrease) in cash and cash equivalents | -2,068 | 2,429 | - | 361 | |||||||||
Cash and cash equivalents at beginning of period | 2,794 | 73,744 | - | 76,538 | |||||||||
Cash and cash equivalents at end of period | $ | 726 | $ | 76,173 | $ | - | $ | 76,899 | |||||
Basis_Of_Presentation_Policy
Basis Of Presentation (Policy) | 3 Months Ended |
Mar. 31, 2015 | |
Basis Of Presentation [Abstract] | |
Principles Of Consolidation | Principles of Consolidation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) Guidelines, Rules and Regulations (“Regulation S-X”) and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. All material intercompany accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. | |
Reclassifications | Reclassifications |
Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. | |
Effective January 1, 2015, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its reportable segments to software and analytics, network solutions and technology-enabled services. Prior period segment information has been restated to reflect the current organizational structure. | |
Effective January 1, 2015, in order to clarify the nature of its customer related postage activities, the Company also created separate captions on the statement of operations within revenue and costs and expenses, respectively. Previously, such amounts were included within revenue and costs of operations. To conform to the current period presentation, costs of operations were reduced by $83,072 and reclassified as customer postage for the three months ended March 31, 2014. | |
Accounting Estimates | Accounting Estimates |
The preparation of financial statements in conformity with GAAP 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 materially 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 Policy | Business Combinations |
The preliminary values of the consideration transferred, assets acquired and liabilities assumed in the recent Change Healthcare Corporation and Adminisource Communications, Inc. acquisitions, including the related tax effects, remain subject to receipt of a final valuation and a final working capital settlement. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 April 2015, the FASB issued ASU No. 2015-03, which requires that debt issue costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This update is required to be applied on a retrospective basis wherein the balance sheet of each individual period presented must be adjusted to reflect the period specific effects of applying this new guidance. This update is effective for fiscal years and interim periods within those years beginning after December 31, 2015, with early adoption permitted. The Company expects to adopt this update effective January 1, 2016. If the update were adopted as of March 31, 2015, other assets within the consolidated balance sheet and long-term debt, excluding current portion would be reduced by $10,494. | |
In April 2015, the FASB issued ASU No. 2015-05, which provides guidance to customers about whether a cloud computing arrangement includes a software license and requires that all software licenses utilized in internal use software arrangements be accounted for consistent with other licenses of intangible assets. This update is effective for fiscal years and interim periods within those years beginning after December 31, 2015, with early adoption permitted. Upon adoption, a company may elect to apply the update prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. | |
In January 2015, the Company adopted FASB 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. Upon adoption, this update had no effect on the Company’s consolidated financial statements. | |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Long-Term Debt [Abstract] | |||||||
Schedule Of Long-Term Debt | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Senior Credit Facilities | |||||||
$1,301 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $11,954 and $12,740 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.21%) | $ | 1,250,218 | $ | 1,252,652 | |||
$160 million Senior Secured Term Loan facility, due November 2, 2018, net of unamortized discount of $2,224 and $2,369 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.56%) | 156,976 | 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 $6,467 and $6,720 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.53%) | 368,533 | 368,280 | |||||
$375 million 11.25% Senior Notes due December 31, 2020, net of unamortized discount of $8,372 and $8,624 at March 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.86%) | 366,628 | 366,376 | |||||
Obligation under data sublicense agreement | 17,242 | 17,237 | |||||
Other | 6,973 | 12,129 | |||||
Less current portion | -27,350 | -27,308 | |||||
Long-term debt | $ | 2,139,220 | $ | 2,146,597 | |||
Interest_Rate_Swap_Tables
Interest Rate Swap (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Interest Rate Swap [Abstract] | |||||||||
Fair Value Of Derivative Instrument | |||||||||
Fair Values of Derivative Instruments | |||||||||
Asset (Liability) Derivatives | |||||||||
March 31, | December 31, | ||||||||
Balance Sheet Location | 2015 | 2014 | |||||||
Derivatives designated as hedging instruments: | |||||||||
Interest rate swaps | Other assets | $ | — | $ | 222 | ||||
Interest rate swaps | Accrued expenses | -2,574 | -2,567 | ||||||
Interest rate swaps | Other long-term liabilities | -724 | — | ||||||
$ | -3,298 | $ | -2,345 | ||||||
Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations | |||||||||
Three Months Ended | Three Months Ended | ||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Derivatives in Cash Flow Hedging Relationships | |||||||||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | $ | -1,591 | $ | 848 | |||||
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | $ | -638 | $ | -638 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Of Financial Instruments Measured On A Recurring Basis | |||||||||||||
Quoted in | Significant | ||||||||||||
Balance at | Markets | Significant Other | Unobservable | ||||||||||
March 31, | Identical | Observable Inputs | Inputs | ||||||||||
Description | 2015 | (Level 1) | (Level 2) | (Level 3) | |||||||||
Interest rate swaps | $ | -3,298 | $ | — | $ | -3,298 | $ | — | |||||
Contingent consideration obligations | -7,460 | — | — | -7,460 | |||||||||
Total | $ | -10,758 | $ | — | $ | -3,298 | $ | -7,460 | |||||
Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3) | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Balance at beginning of period | $ | -17,486 | $ | -5,484 | |||||||||
Adjustment of provisional amounts | -50 | — | |||||||||||
Issuance of contingent consideration | — | -6,015 | |||||||||||
Settlement of contingent consideration | 8,061 | — | |||||||||||
Total changes included in contingent consideration | 2,015 | -1,960 | |||||||||||
Balance at end of period | $ | -7,460 | $ | -13,459 | |||||||||
Carrying Amount And The Estimated Fair Value Of Financial Instruments | |||||||||||||
Carrying | |||||||||||||
Amount | Fair Value | ||||||||||||
Cash and cash equivalents | $ | 87,735 | $ | 87,735 | |||||||||
Accounts receivable | $ | 227,427 | $ | 227,427 | |||||||||
Senior Credit Facilities (Level 1) | $ | 1,421,372 | $ | 1,424,925 | |||||||||
Senior Notes (Level 2) | $ | 750,000 | $ | 822,893 | |||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Revenue And Total Segment Contribution For The Reportable Segments | ||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||
Technology- | ||||||||||||||||
Software and | Network | enabled | Corporate and | |||||||||||||
Analytics | Solutions | Services | Eliminations | Consolidated | ||||||||||||
Revenue from external customers: | ||||||||||||||||
Solutions revenue | $ | 65,869 | $ | 90,209 | $ | 108,750 | $ | -6,416 | $ | 258,412 | ||||||
Postage revenue | — | — | — | 87,283 | 87,283 | |||||||||||
Inter-segment revenue | 255 | 52 | 856 | -1,163 | — | |||||||||||
Net revenue | $ | 66,124 | $ | 90,261 | $ | 109,606 | $ | 79,704 | $ | 345,695 | ||||||
Income (loss) before income taxes | 18,859 | 46,721 | 36,447 | -113,814 | -11,787 | |||||||||||
Interest expense | — | — | — | 38,008 | 38,008 | |||||||||||
Depreciation and amortization | — | — | — | 48,114 | 48,114 | |||||||||||
EBITDA | 18,859 | 46,721 | 36,447 | -27,692 | 74,335 | |||||||||||
Equity compensation | 359 | 108 | 149 | 1,570 | 2,186 | |||||||||||
Acquisition accounting adjustments | 283 | — | 228 | -68 | 443 | |||||||||||
Acquisition-related costs | 17 | 20 | 492 | 308 | 837 | |||||||||||
Transaction-related costs and advisory fees | — | — | — | 1,517 | 1,517 | |||||||||||
Strategic initiatives, duplicative and transition costs | 60 | 55 | 35 | 807 | 957 | |||||||||||
Severance costs | 225 | -141 | 2,006 | 14 | 2,104 | |||||||||||
Accretion | — | — | — | 4,979 | 4,979 | |||||||||||
Impairment of long-lived assets | 106 | 514 | 153 | 66 | 839 | |||||||||||
Contingent consideration | — | -1,530 | -655 | 170 | -2,015 | |||||||||||
Other non-routine, net | 152 | 374 | 314 | 539 | 1,379 | |||||||||||
EBITDA Adjustments | 1,202 | -600 | 2,722 | 9,902 | 13,226 | |||||||||||
Adjusted EBITDA | $ | 20,061 | $ | 46,121 | $ | 39,169 | $ | -17,790 | $ | 87,561 | ||||||
Three Months Ended March 31, 2014 | ||||||||||||||||
Technology- | ||||||||||||||||
Software and | Network | enabled | Corporate and | |||||||||||||
Analytics | Solutions | Services | Eliminations | Consolidated | ||||||||||||
Revenue from external customers: | ||||||||||||||||
Solutions revenue | $ | 54,282 | $ | 82,759 | $ | 104,434 | $ | -5,340 | $ | 236,135 | ||||||
Postage revenue | — | — | — | 83,072 | 83,072 | |||||||||||
Inter-segment revenue | 455 | 77 | 1,734 | -2,266 | — | |||||||||||
Net revenue | $ | 54,737 | $ | 82,836 | $ | 106,168 | $ | 75,466 | $ | 319,207 | ||||||
Income (loss) before income taxes | 15,092 | 39,091 | 30,717 | -109,155 | -24,255 | |||||||||||
Interest expense | — | — | — | 36,563 | 36,563 | |||||||||||
Depreciation and amortization | — | — | — | 46,463 | 46,463 | |||||||||||
EBITDA | 15,092 | 39,091 | 30,717 | -26,129 | 58,771 | |||||||||||
Equity compensation | 156 | 157 | 278 | 1,301 | 1,892 | |||||||||||
Acquisition accounting adjustments | 45 | 11 | 255 | — | 311 | |||||||||||
Acquisition-related costs | 12 | 27 | 483 | 848 | 1,370 | |||||||||||
Transaction-related costs and advisory fees | — | — | — | 1,500 | 1,500 | |||||||||||
Strategic initiatives, duplicative and transition costs | 21 | 119 | 29 | 4,876 | 5,045 | |||||||||||
Severance costs | 1,154 | 279 | 556 | 759 | 2,748 | |||||||||||
Accretion | — | — | — | -77 | -77 | |||||||||||
Impairment of long-lived assets | 65 | 49 | 2,810 | 143 | 3,067 | |||||||||||
Contingent consideration | — | 1,372 | 588 | — | 1,960 | |||||||||||
Other non-routine, net | 239 | 145 | 513 | 821 | 1,718 | |||||||||||
EBITDA Adjustments | 1,692 | 2,159 | 5,512 | 10,171 | 19,534 | |||||||||||
Adjusted EBITDA | $ | 16,784 | $ | 41,250 | $ | 36,229 | $ | -15,958 | $ | 78,305 | ||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
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, 2015 | $ | -483 | $ | -1,472 | $ | -1,955 | ||||
Change associated with foreign currency translation | -275 | — | -275 | |||||||
Change associated with current period hedging | — | 78 | 78 | |||||||
Reclassification into earnings | — | -638 | -638 | |||||||
Balance at March 31, 2015 | $ | -758 | $ | -2,032 | $ | -2,790 | ||||
Supplemental_Condensed_Consoli1
Supplemental Condensed Consolidating Financial Information (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Supplemental Condensed Consolidating Financial Information [Abstract] | |||||||||||||
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet | ||||||||||||
As of March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 801 | $ | 86,934 | $ | — | $ | 87,735 | |||||
Accounts receivable, net of allowance for doubtful accounts | — | 227,427 | — | 227,427 | |||||||||
Deferred income tax assets | — | 15,362 | — | 15,362 | |||||||||
Prepaid expenses and other current assets | 6,202 | 27,486 | — | 33,688 | |||||||||
Total current assets | 7,003 | 357,209 | — | 364,212 | |||||||||
Property and equipment, net | 6 | 233,254 | — | 233,260 | |||||||||
Due from affiliates | — | 200,529 | -200,529 | — | |||||||||
Investment in consolidated subsidiaries | 1,756,009 | — | -1,756,009 | — | |||||||||
Goodwill | — | 1,700,404 | — | 1,700,404 | |||||||||
Intangible assets, net | 131,250 | 1,382,796 | — | 1,514,046 | |||||||||
Other assets, net | 166,374 | 18,706 | -163,685 | 21,395 | |||||||||
Total assets | $ | 2,060,642 | $ | 3,892,898 | $ | -2,120,223 | $ | 3,833,317 | |||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 12,107 | $ | — | $ | 12,107 | |||||
Accrued expenses | 16,174 | 149,261 | — | 165,435 | |||||||||
Deferred revenues | — | 10,215 | — | 10,215 | |||||||||
Current portion of long-term debt | 6,709 | 20,641 | — | 27,350 | |||||||||
Total current liabilities | 22,883 | 192,224 | — | 215,107 | |||||||||
Due to affiliates | 200,529 | — | -200,529 | — | |||||||||
Long-term debt, excluding current portion | 771,542 | 1,367,678 | — | 2,139,220 | |||||||||
Deferred income tax liabilities | — | 565,111 | -163,685 | 401,426 | |||||||||
Tax receivable agreement obligations to related parties | 168,962 | — | — | 168,962 | |||||||||
Other long-term liabilities | 724 | 11,876 | — | 12,600 | |||||||||
Commitments and contingencies | |||||||||||||
Equity | 896,002 | 1,756,009 | -1,756,009 | 896,002 | |||||||||
Total liabilities and equity | $ | 2,060,642 | $ | 3,892,898 | $ | -2,120,223 | $ | 3,833,317 | |||||
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 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 | |||||||||||||
Total 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 Statement Of Operations | Condensed Consolidating Statement of Operations | ||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue: | |||||||||||||
Solutions revenue | $ | — | $ | 258,412 | $ | — | $ | 258,412 | |||||
Postage revenue | — | 87,283 | — | 87,283 | |||||||||
Total revenue | — | 345,695 | — | 345,695 | |||||||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 121,297 | — | 121,297 | |||||||||
Development and engineering | — | 10,825 | — | 10,825 | |||||||||
Sales, marketing, general and administrative | 3,052 | 45,939 | — | 48,991 | |||||||||
Customer postage | — | 87,283 | — | 87,283 | |||||||||
Depreciation and amortization | 2,251 | 45,863 | — | 48,114 | |||||||||
Accretion | 4,979 | — | — | 4,979 | |||||||||
Operating income (loss) | -10,282 | 34,488 | — | 24,206 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,172 | — | 14,172 | — | |||||||||
Interest expense, net | 23,282 | 14,726 | — | 38,008 | |||||||||
Contingent consideration | — | -2,015 | — | -2,015 | |||||||||
Income (loss) before income tax provision (benefit) | -19,392 | 21,777 | -14,172 | -11,787 | |||||||||
Income tax provision (benefit) | -13,645 | 7,605 | — | -6,040 | |||||||||
Net income (loss) | $ | -5,747 | $ | 14,172 | $ | -14,172 | $ | -5,747 | |||||
Condensed Consolidating Statement of Operations | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Revenue: | |||||||||||||
Solutions revenue | $ | — | $ | 236,135 | $ | — | $ | 236,135 | |||||
Postage revenue | — | 83,072 | — | 83,072 | |||||||||
Total revenue | — | 319,207 | — | 319,207 | |||||||||
Costs and expenses: | |||||||||||||
Cost of operations (exclusive of depreciation and amortization below) | — | 112,248 | — | 112,248 | |||||||||
Development and engineering | — | 8,905 | — | 8,905 | |||||||||
Sales, marketing, general and administrative | 7,016 | 47,312 | — | 54,328 | |||||||||
Customer postage | — | 83,072 | 83,072 | ||||||||||
Depreciation and amortization | 2,251 | 44,212 | — | 46,463 | |||||||||
Accretion | -77 | — | — | -77 | |||||||||
Operating income (loss) | -9,190 | 23,458 | — | 14,268 | |||||||||
Equity in earnings of consolidated subsidiaries | 21,408 | — | -21,408 | — | |||||||||
Interest expense, net | 23,390 | 13,173 | — | 36,563 | |||||||||
Contingent consideration | — | 1,960 | — | 1,960 | |||||||||
Income (loss) before income tax provision (benefit) | -53,988 | 8,325 | 21,408 | -24,255 | |||||||||
Income tax provision (benefit) | -50,999 | 29,733 | — | -21,266 | |||||||||
Net income (loss) | $ | -2,989 | $ | -21,408 | $ | 21,408 | $ | -2,989 | |||||
Condensed Consolidating Statement Of Comprehensive Income (Loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -5,747 | $ | 14,172 | $ | -14,172 | $ | -5,747 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -560 | — | — | -560 | |||||||||
Foreign currency translation adjustment | — | -275 | — | -275 | |||||||||
Equity in other comprehensive earnings | -275 | — | 275 | — | |||||||||
Other comprehensive income (loss) | -835 | -275 | 275 | -835 | |||||||||
Total comprehensive income (loss) | $ | -6,582 | $ | 13,897 | $ | -13,897 | $ | -6,582 | |||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Net income (loss) | $ | -2,989 | $ | -21,408 | $ | 21,408 | $ | -2,989 | |||||
Other comprehensive income (loss): | |||||||||||||
Changes in fair value of interest rate swap, net of taxes | -124 | — | — | -124 | |||||||||
Foreign currency translation adjustment | — | -73 | — | -73 | |||||||||
Equity in other comprehensive earnings | -73 | — | 73 | — | |||||||||
Other comprehensive income (loss) | -197 | -73 | 73 | -197 | |||||||||
Total comprehensive income (loss) | $ | -3,186 | $ | -21,481 | $ | 21,481 | $ | -3,186 | |||||
Condensed Consolidating Statement Of Cash Flows | Condensed Consolidating Statement of Cash Flows | ||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -5,747 | $ | 14,172 | $ | -14,172 | $ | -5,747 | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||
Depreciation and amortization | 2,251 | 45,863 | - | 48,114 | |||||||||
Accretion | 4,979 | - | - | 4,979 | |||||||||
Equity compensation | 87 | 2,099 | - | 2,186 | |||||||||
Deferred income tax expense (benefit) | -13,796 | 6,647 | - | -7,149 | |||||||||
Amortization of debt discount and issuance costs | 717 | 1,553 | - | 2,270 | |||||||||
Contingent consideration | - | -2,015 | - | -2,015 | |||||||||
Impairment of long lived assets | - | 839 | - | 839 | |||||||||
Equity in earnings of consolidated subsidiaries | -14,172 | - | 14,172 | - | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | 5,254 | - | 5,254 | |||||||||
Prepaid expenses and other | -3,542 | -2,303 | - | -5,845 | |||||||||
Accounts payable | - | -3,653 | - | -3,653 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | 10,718 | -16,253 | - | -5,535 | |||||||||
Due to/from affiliates | 19,919 | -19,919 | - | - | |||||||||
Net cash provided (used in) by operating activities | 1,414 | 32,284 | - | 33,698 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -12,727 | - | -12,727 | |||||||||
Payments for acquisitions, net of cash acquired | - | -20 | - | -20 | |||||||||
Other | - | -35 | - | -35 | |||||||||
Investment in subsidiary | 294 | - | -294 | - | |||||||||
Net cash provided by (used in) investing activities | 294 | -12,782 | -294 | -12,782 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc. net | - | -294 | 294 | - | |||||||||
Payments on Term Loan Facility | -69 | -3,551 | - | -3,620 | |||||||||
Payments on deferred financing arrangements | - | -4,680 | - | -4,680 | |||||||||
Repurchase of Parent common stock | -2,438 | - | - | -2,438 | |||||||||
Capital contribution from Parent | 804 | - | - | 804 | |||||||||
Payment of contingent consideration | - | -5,553 | -5,553 | ||||||||||
Net cash provided by (used in) financing activities | -1,703 | -14,078 | 294 | -15,487 | |||||||||
Net decrease in cash and cash equivalents | 5 | 5,424 | - | 5,429 | |||||||||
Cash and cash equivalents at beginning of period | 796 | 81,510 | - | 82,306 | |||||||||
Cash and cash equivalents at end of period | $ | 801 | $ | 86,934 | $ | - | $ | 87,735 | |||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||
Guarantor | Consolidating | ||||||||||||
Emdeon Inc. | Subsidiaries | Adjustments | Consolidated | ||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | -2,989 | $ | -21,408 | $ | 21,408 | $ | -2,989 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 2,251 | 44,212 | - | 46,463 | |||||||||
Accretion expense | -77 | - | - | -77 | |||||||||
Equity compensation expense | 114 | 1,778 | - | 1,892 | |||||||||
Deferred income tax expense (benefit) | -51,086 | 28,954 | - | -22,132 | |||||||||
Amortization of debt discount and issuance costs | 652 | 1,257 | - | 1,909 | |||||||||
Contingent consideration | - | 1,960 | - | 1,960 | |||||||||
Impairment of long lived assets | - | 3,067 | - | 3,067 | |||||||||
Equity in earnings of consolidated subsidiaries | 21,408 | - | -21,408 | - | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | - | -950 | - | -950 | |||||||||
Prepaid expenses and other | -3,836 | -443 | - | -4,279 | |||||||||
Accounts payable | - | -984 | - | -984 | |||||||||
Accrued expenses, deferred revenue, and other liabilities | 10,300 | -7,513 | - | 2,787 | |||||||||
Due to/from affiliates | 19,497 | -19,497 | - | - | |||||||||
Net cash provided by (used in) operating activities | -3,766 | 30,433 | - | 26,667 | |||||||||
Investing activities | |||||||||||||
Purchases of property and equipment | - | -14,511 | - | -14,511 | |||||||||
Payments for acquisitions, net of cash acquired | - | -779 | - | -779 | |||||||||
Investment in subsidiaries, net | -114 | - | 114 | - | |||||||||
Net cash provided by (used in) investing activities | -114 | -15,290 | 114 | -15,290 | |||||||||
Financing activities | |||||||||||||
Distributions from (to) Emdeon Inc., net | - | 114 | -114 | - | |||||||||
Payments on Term Loan Facility | -165 | -7,504 | - | -7,669 | |||||||||
Payment of debt assumed from acquisition | - | -1,877 | - | -1,877 | |||||||||
Payments on deferred financing arrangements | - | -3,447 | - | -3,447 | |||||||||
Capital contribution from Parent | 1,977 | - | 1,977 | ||||||||||
Net cash provided by (used in) financing activities | 1,812 | -12,714 | -114 | -11,016 | |||||||||
Net increase (decrease) in cash and cash equivalents | -2,068 | 2,429 | - | 361 | |||||||||
Cash and cash equivalents at beginning of period | 2,794 | 73,744 | - | 76,538 | |||||||||
Cash and cash equivalents at end of period | $ | 726 | $ | 76,173 | $ | - | $ | 76,899 | |||||
Basis_Of_Presentation_Details
Basis Of Presentation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reclassifications [Abstract] | ||
Reclassification adjustment, reduction in costs of operations | $83,072 | |
New accounting debt issue costs related to debt liability | $10,494 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2014 | Apr. 30, 2010 | Oct. 31, 2009 |
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 100.00% | |||||
Deferred Financing obligations recorded at the present value of the scheduled payments | $7,000 | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repurchase price percent equal of the principal amount, plus accrued and unpaid interest | 101.00% | |||||
Redemption period end date | 31-Dec-15 | |||||
Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accordion credit | 300,000 | |||||
Net leverage ratio | 5.35 | |||||
Proceeds from issuance of debt | 80,000 | |||||
Commitment fee percentage | 0.50% | |||||
Net cash proceeds of incurrence of debt, percentage | 100.00% | |||||
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% | |||||
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% | |||||
Effective interest rate minimum | 2.25% | |||||
11% Senior Notes Due December 31, 2019 [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 11.00% | |||||
Maturity date | 31-Dec-19 | |||||
11.25% Senior Notes Due December 31, 2020 [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 11.25% | |||||
Maturity date | 31-Dec-20 | |||||
Senior Secured Term Loan Facility, Due November 2, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | 160,000 | |||||
Percentage of premium on aggregate principal amount of Incremental Term Loan | 1.00% | |||||
Senior Secured Revolving Credit Facility, Expiring On November 2, 2016 [Member] | Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 2-Nov-16 | |||||
Maximum [Member] | Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Net leverage ratio | 4 | |||||
Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 2-Nov-16 | |||||
Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
Same Day Notice [Member] | Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from credit facility | 30,000 | |||||
Letters Of Credit [Member] | Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from credit facility | 50,000 | |||||
Term Loan Facility [Member] | Senior Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly payment on original principal amount of loans | 0.25% | |||||
Maturity date | 2-Nov-18 | |||||
Term Loan Facility [Member] | Senior Credit Facilities [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate minimum | 1.25% | |||||
LIBOR floor rate | 1.25% | |||||
Data Sublicense Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payments due related to an asset acquired | $21,400 | $65,000 | $65,000 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Less current portion | ($27,350,000) | ($27,308,000) |
Other | 6,973,000 | 12,129,000 |
Long-term debt | 2,139,220,000 | 2,146,597,000 |
Data Sublicense Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 17,242,000 | 17,237,000 |
Senior Secured Term Loan Facility, Effective Interest Of 4.21% [Member] | Senior Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,250,218,000 | 1,252,652,000 |
Long-term debt, face amount | 1,301,000,000 | |
Maturity date | 2-Nov-18 | |
Long-term debt, unamortized discount | 11,954,000 | 12,740,000 |
Long-term debt, effective interest rate | 4.21% | |
Senior Secured Term Loan Facility, Effective Interest Of 4.56%[Member] | Senior Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 156,976,000 | 157,231,000 |
Long-term debt, face amount | 160,000,000 | |
Maturity date | 2-Nov-18 | |
Long-term debt, unamortized discount | 2,224,000 | 2,369,000 |
Long-term debt, effective interest rate | 4.56% | |
Senior Secured Revolving Credit Facility, Expiring On November 2, 2016 [Member] | Senior Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 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 | 368,533,000 | 368,280,000 |
Long-term debt, face amount | 375,000,000 | |
Long-term debt, stated interest rate | 11.00% | |
Maturity date | 31-Dec-19 | |
Long-term debt, unamortized discount | 6,467,000 | 6,720,000 |
Long-term debt, effective interest rate | 11.53% | |
11.25% Senior Notes Due December 31, 2020 [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 366,628,000 | 366,376,000 |
Long-term debt, face amount | 375,000,000 | |
Long-term debt, stated interest rate | 11.25% | |
Maturity date | 31-Dec-20 | |
Long-term debt, unamortized discount | $8,372,000 | $8,624,000 |
Long-term debt, effective interest rate | 11.86% |
Interest_Rate_Swap_Narrative_D
Interest Rate Swap (Narrative) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Disclosure Interest Rate Swap Narrative [Abstract] | |
Interest rate derivatives designated as cash flow hedges, notional amount | $640,000 |
Estimated reclassification as increase to interest expense | 2,574 |
Termination value of derivatives | $3,996 |
Interest_Rate_Swap_Fair_Value_
Interest Rate Swap (Fair Value Of Derivative Instrument) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | ($3,298) | ($2,345) |
Other assets [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | 222 | |
Accrued expenses [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | -2,574 | -2,567 |
Other long-term liabilities [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | ($724) |
Interest_Rate_Swap_Effect_Of_D
Interest Rate Swap (Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations) (Details) (Designated as Hedging Instrument [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Designated as Hedging Instrument [Member] | ||
Derivatives in Cash Flow Hedging Relationships | ||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | ($1,591) | $848 |
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | ($638) | ($638) |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (Vieosoft [Member], USD $) | 1 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Mar. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination Contingent Consideration Liability, Fair Value | $2,560 | |
Subsequent Event [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Payments To Terminate All Future Obligations Related To Stock Purchase Agreement | $4,650 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value Of Financial Instruments Measured On A Recurring Basis) (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | ($3,298) |
Contingent consideration obligations | -7,460 |
Total | -10,758 |
Quoted in Markets Identical (Level 1) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | |
Contingent consideration obligations | |
Total | |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | -3,298 |
Total | -3,298 |
Significant Unobservable Inputs (Level 3) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration obligations | -7,460 |
Total | ($7,460) |
Fair_Value_Measurements_Reconc
Fair Value Measurements (Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3)) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Fair Value Measurements [Abstract] | ||
Balance at beginning of period | ($17,486) | ($5,484) |
Adjustment of provisional amounts | -50 | |
Issuances of contingent consideration | -6,015 | |
Settlement of contingent consideration | 8,061 | |
Total changes included in contingent consideration | 2,015 | -1,960 |
Balance at end of period | ($7,460) | ($13,459) |
Fair_Value_Measurements_Carryi
Fair Value Measurements (Carrying Amount And The Estimated Fair Value Of Financial Instruments) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents, Carrying Amount | $87,735 | $82,306 | $76,899 | $76,538 |
Accounts receivable, net of allowance for doubtful accounts | 227,427 | 233,791 | ||
Cash and cash equivalents, Fair Value | 87,735 | |||
Accounts receivable, Fair Value | 227,427 | |||
Quoted in Markets Identical (Level 1) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Senior Credit Facilities, Carrying Amount (Level 1) | 1,421,372 | |||
Senior Credit Facilities, Fair Value (Level 1) | 1,424,925 | |||
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) | $822,893 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Taxes [Abstract] | ||
Income tax benefit | $6,040 | $21,266 |
Effective Income Tax Rate Continuing Operations | 51.20% | 87.70% |
Tax_Receivable_Agreement_Oblig1
Tax Receivable Agreement Obligation To Related Parties (Narrative) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Tax Receivable Agreement Obligation To Related Parties [Abstract] | |
Percentage of cash savings | 85.00% |
Retained ratio of tax savings | 15.00% |
Cumulative payments under tax receivable agreement | $350,319 |
Initial fair value of tax receivable agreement | $169,907 |
Segment_Reporting_Revenue_And_
Segment Reporting (Revenue And Total Segment Contribution For The Reportable Segments) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | ||
Segment Reporting Information [Line Items] | ||
Number of operating segments | 3 | |
Solution revenue | $258,412 | $236,135 |
Postage revenue | 87,283 | 83,072 |
Revenues | 345,695 | 319,207 |
Income (loss) before income taxes | -11,787 | -24,255 |
Interest expense, net | 38,008 | 36,563 |
Depreciation and amortization | 48,114 | 46,463 |
EBITDA | 74,335 | 58,771 |
Equity compensation | 2,186 | 1,892 |
Acquisition accounting adjustments | 443 | 311 |
Acquisition-related costs | 837 | 1,370 |
Transaction-related costs and advisory fees | 1,517 | 1,500 |
Strategic initiatives, duplicative and transition costs | 957 | 5,045 |
Severance costs | 2,104 | 2,748 |
Accretion expense | 4,979 | -77 |
Impairment of long-lived assets | 839 | 3,067 |
Contingent consideration | -2,015 | 1,960 |
Other non-routine, net | 1,379 | 1,718 |
EBITDA Adjustments | 13,226 | 19,534 |
Adjusted EBITDA | 87,561 | 78,305 |
Corporate And Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Solution revenue | -6,416 | -5,340 |
Postage revenue | 87,283 | 83,072 |
Revenues | 79,704 | 75,466 |
Income (loss) before income taxes | -113,814 | -109,155 |
Interest expense, net | 38,008 | 36,563 |
Depreciation and amortization | 48,114 | 46,463 |
EBITDA | -27,692 | -26,129 |
Equity compensation | 1,570 | 1,301 |
Acquisition accounting adjustments | -68 | |
Acquisition-related costs | 308 | 848 |
Transaction-related costs and advisory fees | 1,517 | 1,500 |
Strategic initiatives, duplicative and transition costs | 807 | 4,876 |
Severance costs | 14 | 759 |
Accretion expense | 4,979 | -77 |
Impairment of long-lived assets | 66 | 143 |
Contingent consideration | 170 | |
Other non-routine, net | 539 | 821 |
EBITDA Adjustments | 9,902 | 10,171 |
Adjusted EBITDA | -17,790 | -15,958 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | -1,163 | -2,266 |
Software And Analytics [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Solution revenue | 65,869 | 54,282 |
Revenues | 66,124 | 54,737 |
Income (loss) before income taxes | 18,859 | 15,092 |
EBITDA | 18,859 | 15,092 |
Equity compensation | 359 | 156 |
Acquisition accounting adjustments | 283 | 45 |
Acquisition-related costs | 17 | 12 |
Strategic initiatives, duplicative and transition costs | 60 | 21 |
Severance costs | 225 | 1,154 |
Impairment of long-lived assets | 106 | 65 |
Other non-routine, net | 152 | 239 |
EBITDA Adjustments | 1,202 | 1,692 |
Adjusted EBITDA | 20,061 | 16,784 |
Software And Analytics [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | -255 | -455 |
Network Solutions [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Solution revenue | 90,209 | 82,759 |
Revenues | 90,261 | 82,836 |
Income (loss) before income taxes | 46,721 | 39,091 |
EBITDA | 46,721 | 39,091 |
Equity compensation | 108 | 157 |
Acquisition accounting adjustments | 11 | |
Acquisition-related costs | 20 | 27 |
Strategic initiatives, duplicative and transition costs | 55 | 119 |
Severance costs | -141 | 279 |
Impairment of long-lived assets | 514 | 49 |
Contingent consideration | -1,530 | 1,372 |
Other non-routine, net | 374 | 145 |
EBITDA Adjustments | -600 | 2,159 |
Adjusted EBITDA | 46,121 | 41,250 |
Network Solutions [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | -52 | -77 |
Technology-Enabled Services [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Solution revenue | 108,750 | 104,434 |
Revenues | 109,606 | 106,168 |
Income (loss) before income taxes | 36,447 | 30,717 |
EBITDA | 36,447 | 30,717 |
Equity compensation | 149 | 278 |
Acquisition accounting adjustments | 228 | 255 |
Acquisition-related costs | 492 | 483 |
Strategic initiatives, duplicative and transition costs | 35 | 29 |
Severance costs | 2,006 | 556 |
Impairment of long-lived assets | 153 | 2,810 |
Contingent consideration | -655 | 588 |
Other non-routine, net | 314 | 513 |
EBITDA Adjustments | 2,722 | 5,512 |
Adjusted EBITDA | 39,169 | 36,229 |
Technology-Enabled Services [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ($856) | ($1,734) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive (Loss) Income (Summary Of Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | $902,065 | $968,546 |
Change associated with foreign currency translation | -275 | -73 |
Balance | 896,002 | 969,229 |
Foreign Currency Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | -483 | |
Change associated with foreign currency translation | -275 | |
Balance | -758 | |
Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | -1,472 | |
Change associated with current period hedging | 78 | |
Reclassification into earnings | -638 | |
Balance | -2,032 | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | -1,955 | -1,343 |
Change associated with foreign currency translation | -275 | -73 |
Change associated with current period hedging | 78 | |
Reclassification into earnings | -638 | |
Balance | ($2,790) | ($1,540) |
Supplemental_Condensed_Consoli2
Supplemental Condensed Consolidating Financial Information (Narrative) (Details) | Mar. 31, 2015 |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Ownership percentage of subsidiary by Parent | 100.00% |
Supplemental_Condensed_Consoli3
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $87,735 | $82,306 | $76,899 | $76,538 |
Accounts receivable, net of allowance for doubtful accounts | 227,427 | 233,791 | ||
Deferred income tax assets | 15,362 | 18,893 | ||
Prepaid expenses and other current assets | 33,688 | 29,246 | ||
Total current assets | 364,212 | 364,236 | ||
Property and equipment, net | 233,260 | 244,153 | ||
Goodwill | 1,700,404 | 1,702,569 | ||
Intangible assets, net | 1,514,046 | 1,539,394 | ||
Other assets, net | 21,395 | 20,312 | ||
Total assets | 3,833,317 | 3,870,664 | ||
Current liabilities: | ||||
Accounts payable | 12,107 | 16,399 | ||
Accrued expenses | 165,435 | 175,206 | ||
Deferred revenues | 10,215 | 10,518 | ||
Current portion of long-term debt | 27,350 | 27,308 | ||
Total current liabilities | 215,107 | 229,431 | ||
Long-term debt, excluding current portion | 2,139,220 | 2,146,597 | ||
Deferred income tax liabilities | 401,426 | 413,227 | ||
Tax receivable agreement obligations to related parties | 168,962 | 163,983 | ||
Other long-term liabilities | 12,600 | 15,361 | ||
Commitments and contingencies | ||||
Equity | 896,002 | 902,065 | ||
Total liabilities and equity | 3,833,317 | 3,870,664 | ||
Consolidating Adjustments [Member] | ||||
Current assets: | ||||
Due from affiliates | -200,529 | -180,610 | ||
Investment in consolidated subsidiaries | -1,756,009 | -1,740,062 | ||
Other assets, net | -163,685 | -149,647 | ||
Total assets | -2,120,223 | -2,070,319 | ||
Current liabilities: | ||||
Due to affiliates | -200,529 | -180,610 | ||
Deferred income tax liabilities | -163,685 | -149,647 | ||
Commitments and contingencies | ||||
Equity | -1,756,009 | -1,740,062 | ||
Total liabilities and equity | -2,120,223 | -2,070,319 | ||
Emdeon Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 801 | 796 | 726 | 2,794 |
Prepaid expenses and other current assets | 6,202 | 2,267 | ||
Total current assets | 7,003 | 3,063 | ||
Property and equipment, net | 6 | 7 | ||
Investment in consolidated subsidiaries | 1,756,009 | 1,740,062 | ||
Intangible assets, net | 131,250 | 133,500 | ||
Other assets, net | 166,374 | 152,689 | ||
Total assets | 2,060,642 | 2,029,321 | ||
Current liabilities: | ||||
Accrued expenses | 16,174 | 4,935 | ||
Current portion of long-term debt | 6,709 | 6,709 | ||
Total current liabilities | 22,883 | 11,644 | ||
Due to affiliates | 200,529 | 180,610 | ||
Long-term debt, excluding current portion | 771,542 | 771,019 | ||
Tax receivable agreement obligations to related parties | 168,962 | 163,983 | ||
Other long-term liabilities | 724 | |||
Commitments and contingencies | ||||
Equity | 896,002 | 902,065 | ||
Total liabilities and equity | 2,060,642 | 2,029,321 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 86,934 | 81,510 | 76,173 | 73,744 |
Accounts receivable, net of allowance for doubtful accounts | 227,427 | 233,791 | ||
Deferred income tax assets | 15,362 | 18,893 | ||
Prepaid expenses and other current assets | 27,486 | 26,979 | ||
Total current assets | 357,209 | 361,173 | ||
Property and equipment, net | 233,254 | 244,146 | ||
Due from affiliates | 200,529 | 180,610 | ||
Goodwill | 1,700,404 | 1,702,569 | ||
Intangible assets, net | 1,382,796 | 1,405,894 | ||
Other assets, net | 18,706 | 17,270 | ||
Total assets | 3,892,898 | 3,911,662 | ||
Current liabilities: | ||||
Accounts payable | 12,107 | 16,399 | ||
Accrued expenses | 149,261 | 170,271 | ||
Deferred revenues | 10,215 | 10,518 | ||
Current portion of long-term debt | 20,641 | 20,599 | ||
Total current liabilities | 192,224 | 217,787 | ||
Long-term debt, excluding current portion | 1,367,678 | 1,375,578 | ||
Deferred income tax liabilities | 565,111 | 562,874 | ||
Other long-term liabilities | 11,876 | 15,361 | ||
Commitments and contingencies | ||||
Equity | 1,756,009 | 1,740,062 | ||
Total liabilities and equity | $3,892,898 | $3,911,662 |
Supplemental_Condensed_Consoli4
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Operations) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Income Statements [Line Items] | ||
Solutions revenue | $258,412 | $236,135 |
Postage revenue | 87,283 | 83,072 |
Total revenue | 345,695 | 319,207 |
Costs and expenses: | ||
Cost of operations (exclusive of depreciation and amortization below) | 121,297 | 112,248 |
Development and engineering | 10,825 | 8,905 |
Sales, marketing, general and administrative | 48,991 | 54,328 |
Customer postage | 87,283 | 83,072 |
Depreciation and amortization | 48,114 | 46,463 |
Accretion | 4,979 | -77 |
Operating income (loss) | 24,206 | 14,268 |
Interest Expense | 38,008 | 36,563 |
Contingent consideration | -2,015 | 1,960 |
Income (loss) before income tax provision (benefit) | -11,787 | -24,255 |
Income tax provision (benefit) | -6,040 | -21,266 |
Net income (loss) | -5,747 | -2,989 |
Consolidating Adjustments [Member] | ||
Costs and expenses: | ||
Equity in earnings of consolidated subsidiaries | 14,172 | -21,408 |
Income (loss) before income tax provision (benefit) | -14,172 | 21,408 |
Net income (loss) | -14,172 | 21,408 |
Emdeon Inc. [Member] | ||
Condensed Income Statements [Line Items] | ||
Solutions revenue | ||
Postage revenue | ||
Total revenue | ||
Costs and expenses: | ||
Cost of operations (exclusive of depreciation and amortization below) | ||
Development and engineering | ||
Sales, marketing, general and administrative | 3,052 | 7,016 |
Customer postage | ||
Depreciation and amortization | 2,251 | 2,251 |
Accretion | 4,979 | -77 |
Operating income (loss) | -10,282 | -9,190 |
Equity in earnings of consolidated subsidiaries | -14,172 | 21,408 |
Interest Expense | 23,282 | 23,390 |
Contingent consideration | ||
Income (loss) before income tax provision (benefit) | -19,392 | -53,988 |
Income tax provision (benefit) | -13,645 | -50,999 |
Net income (loss) | -5,747 | -2,989 |
Guarantor Subsidiaries [Member] | ||
Condensed Income Statements [Line Items] | ||
Solutions revenue | 258,412 | 236,135 |
Postage revenue | 87,283 | 83,072 |
Total revenue | 345,695 | 319,207 |
Costs and expenses: | ||
Cost of operations (exclusive of depreciation and amortization below) | 121,297 | 112,248 |
Development and engineering | 10,825 | 8,905 |
Sales, marketing, general and administrative | 45,939 | 47,312 |
Customer postage | 87,283 | 83,072 |
Depreciation and amortization | 45,863 | 44,212 |
Operating income (loss) | 34,488 | 23,458 |
Interest Expense | 14,726 | 13,173 |
Contingent consideration | -2,015 | 1,960 |
Income (loss) before income tax provision (benefit) | 21,777 | 8,325 |
Income tax provision (benefit) | 7,605 | 29,733 |
Net income (loss) | $14,172 | ($21,408) |
Supplemental_Condensed_Consoli5
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Comprehensive Income (Loss)) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Statement of Comprehensive Income (Loss) [Line Items] | ||
Net income (loss) | ($5,747) | ($2,989) |
Other comprehensive income (loss): | ||
Changes in fair value of interest rate swap, net of taxes | -560 | -124 |
Foreign currency translation adjustment | -275 | -73 |
Other comprehensive income (loss) | -835 | -197 |
Total comprehensive income (loss) | -6,582 | -3,186 |
Consolidating Adjustments [Member] | ||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | ||
Net income (loss) | -14,172 | 21,408 |
Other comprehensive income (loss): | ||
Equity in other comprehensive earnings | 275 | 73 |
Other comprehensive income (loss) | 275 | 73 |
Total comprehensive income (loss) | -13,897 | 21,481 |
Emdeon Inc. [Member] | ||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | ||
Net income (loss) | -5,747 | -2,989 |
Other comprehensive income (loss): | ||
Changes in fair value of interest rate swap, net of taxes | -560 | -124 |
Equity in other comprehensive earnings | -275 | -73 |
Other comprehensive income (loss) | -835 | -197 |
Total comprehensive income (loss) | -6,582 | -3,186 |
Guarantor Subsidiaries [Member] | ||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | ||
Net income (loss) | 14,172 | -21,408 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | -275 | -73 |
Other comprehensive income (loss) | -275 | -73 |
Total comprehensive income (loss) | $13,897 | ($21,481) |
Supplemental_Condensed_Consoli6
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Cash Flows) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net income (loss) | ($5,747) | ($2,989) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 48,114 | 46,463 |
Accretion | 4,979 | -77 |
Equity compensation expense | 2,186 | 1,892 |
Deferred income tax expense (benefit) | -7,149 | -22,132 |
Amortization of debt discount and issuance costs | 2,270 | 1,909 |
Contingent consideration | -2,015 | 1,960 |
Impairment of long-lived assets | 839 | 3,067 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,254 | -950 |
Prepaid expenses and other | -5,845 | -4,279 |
Accounts payable | -3,653 | -984 |
Accrued expenses, deferred revenue, and other liabilities | -5,535 | 2,787 |
Net cash provided by (used in) operating activities | 33,698 | 26,667 |
Investing activities | ||
Purchases of property and equipment | -12,727 | -14,511 |
Payments for acquisitions, net of cash acquired | -20 | -779 |
Other | -35 | |
Net cash provided by (used in) investing activities | -12,782 | -15,290 |
Financing activities | ||
Payments on Term Loan Facility | -3,620 | -7,669 |
Payment of debt assumed from acquisition | -1,877 | |
Payments on deferred financing arrangements | -4,680 | -3,447 |
Repurchase of Parent common stock | -2,438 | |
Capital contribution from Parent | 804 | 1,977 |
Payment of contingent consideration | -5,553 | |
Net cash provided by (used in) financing activities | -15,487 | -11,016 |
Net increase (decrease) in cash and cash equivalents | 5,429 | 361 |
Cash and cash equivalents at beginning of period | 82,306 | 76,538 |
Cash and cash equivalents at end of period | 87,735 | 76,899 |
Consolidating Adjustments [Member] | ||
Operating activities | ||
Net income (loss) | -14,172 | 21,408 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity in earnings of consolidated subsidiaries | 14,172 | -21,408 |
Investing activities | ||
Investment in subsidiaries, net | -294 | 114 |
Net cash provided by (used in) investing activities | -294 | 114 |
Financing activities | ||
Distributions to Emdeon Inc., net | 294 | -114 |
Net cash provided by (used in) financing activities | 294 | -114 |
Emdeon Inc. [Member] | ||
Operating activities | ||
Net income (loss) | -5,747 | -2,989 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,251 | 2,251 |
Accretion | 4,979 | -77 |
Equity compensation expense | 87 | 114 |
Deferred income tax expense (benefit) | -13,796 | -51,086 |
Amortization of debt discount and issuance costs | 717 | 652 |
Contingent consideration | ||
Equity in earnings of consolidated subsidiaries | -14,172 | 21,408 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other | -3,542 | -3,836 |
Accrued expenses, deferred revenue, and other liabilities | 10,718 | 10,300 |
Due to/from affiliates | 19,919 | 19,497 |
Net cash provided by (used in) operating activities | 1,414 | -3,766 |
Investing activities | ||
Investment in subsidiaries, net | 294 | -114 |
Net cash provided by (used in) investing activities | 294 | -114 |
Financing activities | ||
Payments on Term Loan Facility | -69 | -165 |
Repurchase of Parent common stock | -2,438 | |
Capital contribution from Parent | 804 | 1,977 |
Net cash provided by (used in) financing activities | -1,703 | 1,812 |
Net increase (decrease) in cash and cash equivalents | 5 | -2,068 |
Cash and cash equivalents at beginning of period | 796 | 2,794 |
Cash and cash equivalents at end of period | 801 | 726 |
Guarantor Subsidiaries [Member] | ||
Operating activities | ||
Net income (loss) | 14,172 | -21,408 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 45,863 | 44,212 |
Equity compensation expense | 2,099 | 1,778 |
Deferred income tax expense (benefit) | 6,647 | 28,954 |
Amortization of debt discount and issuance costs | 1,553 | 1,257 |
Contingent consideration | -2,015 | 1,960 |
Impairment of long-lived assets | 839 | 3,067 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,254 | -950 |
Prepaid expenses and other | -2,303 | -443 |
Accounts payable | -3,653 | -984 |
Accrued expenses, deferred revenue, and other liabilities | -16,253 | -7,513 |
Due to/from affiliates | -19,919 | -19,497 |
Net cash provided by (used in) operating activities | 32,284 | 30,433 |
Investing activities | ||
Purchases of property and equipment | -12,727 | -14,511 |
Payments for acquisitions, net of cash acquired | -20 | -779 |
Other | -35 | |
Net cash provided by (used in) investing activities | -12,782 | -15,290 |
Financing activities | ||
Distributions to Emdeon Inc., net | -294 | 114 |
Payments on Term Loan Facility | -3,551 | -7,504 |
Payment of debt assumed from acquisition | -1,877 | |
Payments on deferred financing arrangements | -4,680 | -3,447 |
Payment of contingent consideration | -5,553 | |
Net cash provided by (used in) financing activities | -14,078 | -12,714 |
Net increase (decrease) in cash and cash equivalents | 5,424 | 2,429 |
Cash and cash equivalents at beginning of period | 81,510 | 73,744 |
Cash and cash equivalents at end of period | $86,934 | $76,173 |