NASHVILLE, Tenn.--(BUSINESS WIRE)--Change Healthcare Inc. (Nasdaq: CHNG) (the Company or Change Healthcare), a leading independent healthcare technology company, today reported financial results for the third quarter ended Dec. 31, 2020 of fiscal year 2021.

Our third quarter results demonstrate the strength of the Change Healthcare platform, and our ability to execute well on our growth strategy and financial objectives while navigating the pandemic, said Neil de Crescenzo, president and chief executive officer. During the quarter we saw continued demand across our platform. By advancing connectivity and driving innovation we have established a strong foundation to accelerate the delivery of the innovations and efficiencies essential to a brighter future for health care.

Fiscal 2021 Third Quarter Highlights:

Financial Summary

Recent Business Highlights

Impact of McKesson Exit on Comparability of Results

On March 10, 2020, Change Healthcare Inc. acquired the interest in Change Healthcare LLC (the Joint Venture) previously held by McKesson. The transaction resulted in Change Healthcare Inc. acquiring control of the Joint Venture, which was accounted for as a business combination and resulted in a new basis of accounting, and all of the business activities of the Joint Venture are now reported by the Company. Change Healthcare Inc. financial statements for periods prior to the acquisition were primarily limited to the equity method investment in the Joint Venture, and therefore did not reflect revenue, adjusted EBITDA, and other key measures. As a result, Change Healthcare does not consider comparison of the current operating results to the reported results of Change Healthcare Inc. for the same period in the prior year to be meaningful, and instead will compare our current quarter results to the prior quarter results of the Joint Venture, which have been recast to reflect the current segment structure, including the allocation of all corporate costs to the business units. This press release includes supplemental information for the recast results of the Joint Venture for the three and nine months ended December 31, 2019. The recast results for all quarters in fiscal year 2019 and fiscal year 2020 are available in the appendix to the earnings presentation and will be included as an exhibit to Change Healthcare Inc.s Form 10-Q.

Financial Results

Cash Flow and Balance Sheet Highlights

Net cash provided by operating activities was $487.2 million, free cash flow was $304.3 million, and adjusted free cash flow was $365.0 million, in each case, for the nine months ended December 31, 2020. For the nine months ended December 31, 2019, the Joint Venture reported net cash provided by operating activities, free cash flow, and adjusted free cash flow of $401.0 million, $213.8 million, and $324.9 million, respectively.

Net cash provided by operating activities, free cash flow, and adjusted free cash flow each is affected by pass-thru funds we receive from certain pharmaceutical industry participants in advance of our obligation to remit these funds to participating retail pharmacies. Such pass-thru funds on hand decreased by $10.1 million in the nine months ended December 31, 2020, reducing free cash flow for the period by that amount, and increased by $1.8 million for the Joint Venture for the nine months ended December 31, 2019. The increase in cash flow from operations, free cash flow, and adjusted free cash flow in the current period primarily resulted from improved working capital driven by strong collections.

The Company ended the quarter with approximately $137.4 million of cash and cash equivalents, and approximately $4,817.8 million of total debt. During the current period, the Company repaid $215.0 million on its Term Loan Facility.

Proposed Merger with OptumInsight

On January 5, 2021, OptumInsight (Optum), a diversified health services company and part of UnitedHealth Group, and Change Healthcare agreed to combine (the Merger). Under the terms of the merger agreement, Optum, through a wholly-owned subsidiary, will acquire all of the outstanding shares of Change Healthcare common stock for $25.75 per share in cash. The Boards of Directors of both UnitedHealth Group and Change Healthcare have unanimously approved the terms of the Merger, and the Board of Directors of Change Healthcare has recommended that Change Healthcare shareholders adopt the merger agreement. The Merger is expected to be completed in the second half of 2021 and is subject to applicable regulatory approval and other customary closing conditions.

Guidance

Due to the recently proposed Merger, we will no longer be providing financial guidance.

Webcast Information

Change Healthcare will host a conference call on Thursday, February 4, 2021, at 8:00 a.m. ET. Due to the previously announced transaction with OptumInsight, the Company will not be taking questions during the conference call.

Investors and other interested parties are invited to listen to the conference call via the Company's website at https://ir.changehealthcare.com/. The webcast will be available for on-demand listening at the aforementioned URL until February 4, 2022.

About Change Healthcare

Change Healthcare (Nasdaq: CHNG) is a leading independent healthcare technology company, focused on insights, innovation, and accelerating the transformation of the U.S. healthcare system through the power of the Change Healthcare Platform. We provide data and analytics-driven solutions to improve clinical, financial, administrative, and patient engagement outcomes in the U.S. healthcare system. Learn more at changehealthcare.com.

CHNG-IR

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and businesses of Change Healthcare. Some of these statements can be identified by terms and phrases such as anticipate, believe, intend, estimate, expect, continue, could, should, may, plan, project, predict and similar expressions. Change Healthcare cautions readers of this press release that such forward looking statements, including without limitation, those relating to the timing of the proposed merger and Change Healthcares future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this press release or in other statements attributable to Change Healthcare, are necessarily estimates reflecting the judgment of Change Healthcares senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward looking statements.

Factors that could cause Change Healthcares actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of managements attention from Change Healthcares ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on Change Healthcares relationships with its customers, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; exceeding the expected costs of the merger; Change Healthcares ability to retain or renew existing customers and attract new customers; macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; uncertainty and risks related to the impact of the COVID-19 pandemic on the national and global economy, Change Healthcares business, suppliers, customers, and employees; Change Healthcares ability to connect a large number of payers and providers; Change Healthcares ability to provide competitive services and prices while maintaining its margins; further consolidation in end-customer markets; Change Healthcares ability to effectively manage costs; Change Healthcares ability to effectively develop and maintain relationships with channel partners; a decline in transaction volume in the U.S. healthcare industry; Change Healthcares ability to timely develop new services and the markets willingness to adopt new services; Change Healthcares ability to maintain access to its data sources; Change Healthcares ability to maintain the security and integrity of its data; Change Healthcares ability to deliver services timely without interruption; Change Healthcares ability to make acquisitions and integrate the operations of acquired businesses; government regulation and changes in the regulatory environment; economic and political instability in the U.S. and international markets where Change Healthcare operates; risks related to international operations; the ability of outside service providers and key vendors to fulfill their obligations to Change Healthcare; litigation or regulatory proceedings; Change Healthcares ability to protect and enforce its intellectual property, trade secrets and other forms of unpatented intellectual property; Change Healthcares ability to defend its intellectual property from infringement claims by third parties; changes in local, state, federal and international laws and regulations, including related to taxation; Change Healthcares reliance on key management personnel; Change Healthcares ability to manage and expand its operations and keep up with rapidly changing technologies; our adoption of new, or amendments to existing, accounting standards; losses against which Change Healthcare does not insure; Change Healthcares ability to make timely payments of principal and interest on its indebtedness; Change Healthcares ability to satisfy covenants in the agreements governing its indebtedness; Change Healthcares ability to maintain liquidity, and other risks. For a more detailed discussion of these factors, see the information under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in Change Healthcares most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on June 4, 2020, and in Change Healthcares most recent Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020.

Change Healthcares forward-looking statements speak only as of the date of this press release or as of the date they are made. Change Healthcare disclaims any intent or obligation to update any forward looking statement made in this press release to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Additional Information and Where to Find It

This press release may be deemed solicitation material in respect of the proposed acquisition of Change Healthcare by UnitedHealth Group. In connection with the proposed merger transaction, Change Healthcare will file with the SEC and furnish to Change Healthcares stockholders a proxy statement and other relevant documents. This filing does not constitute a solicitation of any vote or approval. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.

Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SECs website at https://www.sec.gov. In addition, the proxy statement and Change Healthcares annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through Change Healthcares website at https://ir.changehealthcare.com. as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

The directors, executive officers and certain other members of management and employees of Change Healthcare may be deemed participants in the solicitation of proxies from stockholders of Change Healthcare in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of Change Healthcare in connection with the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and in its definitive proxy statement filed with the SEC on Schedule 14A on July 16, 2020.

Non-GAAP Financial Measures

In the companys earnings releases, prepared remarks, conference calls, slide presentations and webcasts, there may be use or discussion of non-GAAP financial measures. We believe such measures provide supplemental information to investors with regards to our operating performance and assist investors ability to compare our financial results to those of other companies in the same industry. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between the comparable GAAP financial measure and each non-GAAP financial measure are included in this press release after the consolidated financial statements. These non-GAAP financial measures are calculated and presented on the basis of methodologies other than in accordance with GAAP. These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP and may be defined and calculated differently by others in the same industry.

Consolidated Statements of Operations

Quarter to Date

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

Three Months Ended December 31,

2020

2019

2019

Change Healthcare Inc.

ChangeHealthcare LLC

Revenue:

Solutions revenue

$

735,264

$

$

752,533

Postage revenue

49,877

55,693

Total revenue

785,141

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Change Healthcare Inc. Reports Third Quarter Fiscal 2021 Financial Results - Business Wire