Cover
Cover | 9 Months Ended |
Dec. 31, 2019 | |
Cover page. | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 to FORM S-4 |
Entity Registrant Name | Change Healthcare Inc. |
Entity Central Index Key | 0001756497 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | false |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | |||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | |||||
General and administrative | 2,504 | 188 | 825 | 1,159 | 180 |
Accretion Expense | 47,172 | ||||
Total operating expenses | 49,676 | 188 | 825 | 1,159 | 180 |
Operating income (loss) | (49,676) | (188) | (825) | (1,159) | (180) |
Non-operating (income) expense | |||||
Loss from Equity Method Investment in the Joint Venture | 104,497 | 65,805 | 43,103 | 70,487 | 58,680 |
(Gain) Loss on Sale of Interests in the Joint Venture | (661) | (661) | (14) | ||
Management fee income | (1,648) | (188) | (825) | (378) | (180) |
Interest expense | 1,246 | ||||
Interest income | (1,245) | ||||
Amortization of debt discount and issuance costs | 403 | ||||
Unrealized (gain) loss on forward purchase contract | (71,649) | ||||
Total non-operating(income) expense | 31,604 | 64,956 | 42,278 | 69,448 | 58,486 |
Income (loss) before income tax provision (benefit) | (81,280) | (65,144) | (43,103) | (70,607) | (58,666) |
Income tax provision (benefit) | (564) | (16,664) | (16,809) | (18,595) | (119,621) |
Net income (loss) | $ (80,716) | $ (48,480) | $ (26,294) | $ (52,012) | $ 60,955 |
Net income (loss) per share: | |||||
Basic | $ (0.67) | $ (0.64) | $ (3.18) | $ (0.69) | $ 0.81 |
Diluted | $ (0.67) | $ (0.64) | $ (3.18) | $ (0.69) | $ 0.78 |
Weighted average common shares outstanding (see Note 5: | |||||
Basic | 120,657,859 | 75,525,645 | 8,268,077 | 75,513,130 | 75,590,613 |
Diluted | 120,657,859 | 75,525,645 | 8,268,077 | 75,513,130 | 77,801,096 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ (80,716) | $ (48,480) | $ (26,294) | $ (52,012) | $ 60,955 |
Other comprehensive income (loss): | |||||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture, net of taxes | 1,307 | ||||
Changes in fair value of interest rate swap of the Joint Venture, net of taxes | (5,428) | (3,793) | (338) | (3,449) | 1,606 |
Foreign currency translation adjustment of the Joint Venture | 3,537 | (4,445) | 26 | (2,833) | 1,242 |
Other comprehensive income (loss) | (584) | (8,238) | (312) | (6,282) | 2,848 |
Total comprehensive income (loss) | $ (81,300) | $ (56,718) | $ (26,606) | $ (58,294) | $ 63,803 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Current Assets: | |||
Cash | $ 3,409 | $ 3,409 | |
Prepaid expenses | 1,544 | ||
Due from Joint Venture | 3,429 | 373 | $ 301 |
Due from McKesson | 213 | ||
Investment in Joint Venture tangible equity units, current | 15,362 | ||
Income taxes receivable | 1,359 | 1,781 | 15,828 |
Total current assets | 25,316 | 5,563 | 16,129 |
Dividend receivable | 68,344 | 81,264 | 59,116 |
Investment in the Joint Venture | 1,796,512 | 1,211,996 | 1,298,759 |
Investment in Joint Venture tangible equity units | 329,581 | ||
Total assets | 2,219,753 | 1,298,823 | 1,374,004 |
Current liabilities: | |||
Accounts payable and accrued expenses | 259 | 176 | 301 |
Due to the Joint Venture | 9,806 | 6,167 | 15,828 |
Current portion of long-term debt | 15,362 | ||
Total current liabilities | 25,427 | 6,343 | 16,129 |
Long-term debt | 23,656 | ||
Due to McKesson | 47,172 | ||
Deferred income tax liabilities | 172,055 | 159,993 | 181,303 |
Other liabilities | 1,312 | ||
Commitments and contingencies | |||
Stockholders' Equity: | |||
Common Stock | 124 | 75 | |
Preferred stock (par value, $.001), 900,000,000 and 0 shares authorized and no shares issued and outstanding at December 31, 2019 and March 31, 2019, respectively | |||
Additional paid-incapital | 2,016,608 | 1,153,509 | |
Accumulated other comprehensive income (loss) | (3,418) | (3,256) | 2,536 |
Retained earnings (deficit) | (63,183) | (17,841) | 34,661 |
Total stockholders' equity | 1,950,131 | 1,132,487 | 1,176,572 |
Total liabilities and stockholders' equity | $ 2,219,753 | 1,298,823 | 1,374,004 |
Previously Reported [Member] | |||
Stockholders' Equity: | |||
Common Stock | 1 | 1 | |
Additional paid-incapital | $ 1,153,583 | $ 1,139,374 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 9,000,000,000 | 252,800,000 | 252,800,000 |
Common Stock, shares issued | 125,027,648 | 75,474,654 | 75,749,118 |
Common Stock, shares outstanding | 125,027,648 | 75,474,654 | 75,749,118 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 900,000,000 | 0 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Class X [Member] | |||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1 | 1 | 1 |
Common Stock, shares issued | 0 | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 | 0 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Jun. 22, 2016 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Issuance of Change Healthcare Inc. common stock upon initial public offering | 30 | 30 | |||||
Proceeds from issuance of Change Healthcare Inc. common stock, Shares | 1,516 | ||||||
Exchange of Change Healthcare Inc. common stock for units of the Joint Venture | 1,114,816 | $ 1 | 1,114,815 | ||||
Exchange of Change Healthcare Inc. common stock for units of the Joint Venture, Shares | 75,476,853 | ||||||
Net income (loss) | (26,294) | (26,294) | |||||
Foreign currency translation adjustment of the Joint Venture | 26 | 26 | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (338) | (338) | |||||
Balance at Mar. 31, 2017 | 1,088,240 | $ 1 | 1,114,845 | (26,294) | (312) | ||
Ending balance, shares at Mar. 31, 2017 | 75,476,853 | ||||||
Equity compensation | 24,700 | 24,700 | |||||
Repurchase of Change Healthcare Inc. common stock | (171) | (171) | |||||
Repurchase of Change Healthcare Inc common stock, shares | (8,974) | ||||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 279,723,000 | ||||||
Net income (loss) | 60,955 | 60,955 | |||||
Foreign currency translation adjustment of the Joint Venture | 1,242 | 1,242 | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | 1,606 | 1,606 | |||||
Balance at Mar. 31, 2018 | 1,176,572 | $ 75 | $ 1 | 1,139,300 | $ 1,139,374 | 34,661 | 2,536 |
Ending balance, shares at Mar. 31, 2018 | 75,749,118 | ||||||
Cumulative effect of accounting change of the Joint Venture | ASU 2017-12 [Member] | 490 | ||||||
Equity compensation | 5,300 | 5,300 | |||||
Repurchase of Change Healthcare Inc. common stock | (4,782) | (4,782) | |||||
Repurchase of Change Healthcare Inc common stock, shares | (251,789) | ||||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 4,045 | ||||||
Net income (loss) | (17,501) | (17,501) | |||||
Foreign currency translation adjustment of the Joint Venture | (2,593) | (2,593) | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | 782 | 782 | |||||
Balance at Jun. 30, 2018 | 1,157,778 | $ 75 | 1,139,818 | 16,670 | 1,215 | ||
Ending balance, shares at Jun. 30, 2018 | 75,501,374 | ||||||
Balance at Mar. 31, 2018 | 1,176,572 | $ 75 | 1 | 1,139,300 | 1,139,374 | 34,661 | 2,536 |
Beginning balance, shares at Mar. 31, 2018 | 75,749,118 | ||||||
Net income (loss) | (48,480) | ||||||
Foreign currency translation adjustment of the Joint Venture | (4,445) | ||||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (3,793) | ||||||
Balance at Dec. 31, 2018 | 1,129,240 | $ 75 | 1,149,176 | (14,309) | (5,702) | ||
Ending balance, shares at Dec. 31, 2018 | 75,475,083 | ||||||
Balance at Mar. 31, 2018 | 1,176,572 | $ 75 | 1 | 1,139,300 | 1,139,374 | 34,661 | 2,536 |
Beginning balance, shares at Mar. 31, 2018 | 75,749,118 | ||||||
Equity compensation | 20,135 | 20,135 | |||||
Repurchase of Change Healthcare Inc. common stock | (5,926) | (5,926) | |||||
Repurchase of Change Healthcare Inc common stock, shares | (342,417) | ||||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 67,953,000 | ||||||
Net income (loss) | (52,012) | (52,012) | |||||
Foreign currency translation adjustment of the Joint Venture | (2,833) | (2,833) | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (3,449) | (3,449) | |||||
Balance at Mar. 31, 2019 | 1,132,487 | $ 75 | 1 | 1,153,509 | 1,153,583 | (17,841) | (3,256) |
Ending balance, shares at Mar. 31, 2019 | 75,474,654 | ||||||
Cumulative effect of accounting change of the Joint Venture | ASU 2017-12 [Member] | (490) | 490 | |||||
Balance at Jun. 30, 2018 | 1,157,778 | $ 75 | 1,139,818 | 16,670 | 1,215 | ||
Beginning balance, shares at Jun. 30, 2018 | 75,501,374 | ||||||
Equity compensation | 2,969 | 2,969 | |||||
Repurchase of Change Healthcare Inc. common stock | (1,720) | (1,720) | |||||
Repurchase of Change Healthcare Inc common stock, shares | (90,629) | ||||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 35,139 | ||||||
Net income (loss) | (18,591) | (18,591) | |||||
Foreign currency translation adjustment of the Joint Venture | 566 | 566 | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | 1,478 | 1,478 | |||||
Balance at Sep. 30, 2018 | 1,142,480 | $ 75 | 1,141,067 | (1,921) | 3,259 | ||
Ending balance, shares at Sep. 30, 2018 | 75,445,885 | ||||||
Equity compensation | 8,109 | 8,109 | |||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 29,198 | ||||||
Proceeds from exercise of Change Healthcare Inc. equity based awards | 0 | $ 0 | 0 | 0 | 0 | ||
Net income (loss) | (12,388) | (12,388) | |||||
Foreign currency translation adjustment of the Joint Venture | (2,418) | (2,418) | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (6,543) | (6,543) | |||||
Balance at Dec. 31, 2018 | 1,129,240 | $ 75 | 1,149,176 | (14,309) | (5,702) | ||
Ending balance, shares at Dec. 31, 2018 | 75,475,083 | ||||||
Cumulative effect of accounting change of the Joint Venture | (490) | 490 | |||||
Balance at Mar. 31, 2019 | 1,132,487 | $ 75 | 1 | 1,153,509 | 1,153,583 | (17,841) | (3,256) |
Beginning balance, shares at Mar. 31, 2019 | 75,474,654 | ||||||
Equity compensation | 5,862 | 5,862 | |||||
Net income (loss) | (37,517) | (37,517) | |||||
Foreign currency translation adjustment of the Joint Venture | 226 | 226 | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (5,431) | (5,431) | |||||
Balance at Jun. 30, 2019 | 1,131,424 | $ 75 | 1,159,371 | (19,983) | (8,039) | ||
Ending balance, shares at Jun. 30, 2019 | 75,474,654 | ||||||
Balance at Mar. 31, 2019 | 1,132,487 | $ 75 | $ 1 | 1,153,509 | $ 1,153,583 | (17,841) | (3,256) |
Beginning balance, shares at Mar. 31, 2019 | 75,474,654 | ||||||
Proceeds from exercise of Change Healthcare Inc. equity based awards | (2,105) | ||||||
Net income (loss) | (80,716) | ||||||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 1,307 | ||||||
Foreign currency translation adjustment of the Joint Venture | 3,537 | ||||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (5,428) | ||||||
Balance at Dec. 31, 2019 | 1,950,131 | $ 124 | 2,016,608 | (63,183) | (3,418) | ||
Ending balance, shares at Dec. 31, 2019 | 125,027,648 | ||||||
Cumulative effect of accounting change of the Joint Venture | Accounting Standards Update 2014-09 [Member] | 35,797 | 35,797 | |||||
Cumulative effect of accounting change of the Joint Venture | ASU 2018-02 [Member] | (422) | 422 | |||||
Balance at Jun. 30, 2019 | 1,131,424 | $ 75 | 1,159,371 | (19,983) | (8,039) | ||
Beginning balance, shares at Jun. 30, 2019 | 75,474,654 | ||||||
Issuance of Change Healthcare Inc. common stock upon initial public offering | 608,679 | $ 49 | 608,630 | ||||
Issuance of Change Healthcare Inc. common stock upon initial public offering, shares | 49,285,713 | ||||||
Effect of initial public offering issuance costs on Joint Venture equity | (4,160) | (4,160) | |||||
Issuance of tangible equity units | 232,929 | 232,929 | |||||
Equity compensation | 8,585 | 8,585 | |||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 1,139 | 1,139 | |||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 175,439 | ||||||
Net income (loss) | (93,935) | (93,935) | |||||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 1,173 | 1,173 | |||||
Foreign currency translation adjustment of the Joint Venture | 1,583 | 1,583 | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | (1,310) | (1,310) | |||||
Balance at Sep. 30, 2019 | 1,886,107 | $ 124 | 2,006,494 | (113,918) | (6,593) | ||
Ending balance, shares at Sep. 30, 2019 | 124,935,806 | ||||||
Equity compensation | 9,148 | 9,148 | |||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 966 | 966 | |||||
Issuance of Change Healthcare Inc. common stock upon exercise of equity awards | 91,842 | ||||||
Net income (loss) | 50,735 | 50,735 | |||||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 134 | 134 | |||||
Foreign currency translation adjustment of the Joint Venture | 1,728 | 1,728 | |||||
Change in fair value of interest rate cap, net of taxes of the Joint Venture | 1,313 | 1,313 | |||||
Balance at Dec. 31, 2019 | $ 1,950,131 | $ 124 | $ 2,016,608 | $ (63,183) | $ (3,418) | ||
Ending balance, shares at Dec. 31, 2019 | 125,027,648 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ (80,716) | $ (48,480) | $ (26,294) | $ (52,012) | $ 60,955 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
(Income) Loss from Equity Method Investment in the Joint Venture | 104,497 | 65,805 | 43,103 | 70,487 | 58,680 |
Deferred income tax expense (benefit) | (564) | (16,664) | (16,809) | (18,595) | (119,621) |
(Gain) Loss on Sale of Interests in the Joint Venture | (661) | (661) | (14) | ||
(Gain) loss on forward purchase contracts | (71,649) | ||||
Amortization of debt discount and issuance costs | 403 | ||||
Other | 1,526 | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (1,544) | ||||
Due from the Joint Venture | (3,056) | (188) | (825) | (72) | 524 |
Due from McKesson | (213) | ||||
Income taxes receivable | 422 | 13,292 | 14,047 | (15,828) | |
Accrued expenses | 825 | (125) | (524) | ||
Accounts payable and accrued expenses | 83 | 189 | |||
Due to McKesson | 47,172 | ||||
Due to the Joint Venture | 3,639 | (9,662) | (9,661) | 15,828 | |
Net cash provided by (used in) operating activities | 3,631 | 3,408 | |||
Cash flows from investing activities: | |||||
Proceeds from sale of interests in Joint Venture | 6,502 | 6,503 | 171 | ||
Contributions to the Joint Venture | (30) | ||||
Investment in debt and equity securities of the Joint Venture | (278,875) | ||||
Proceeds from investments in debt securities of the Joint Venture | 7,332 | ||||
Investment in the Joint Venture | (610,784) | ||||
Net cash provided by (used in) investing activities | (882,327) | 6,502 | (30) | 6,503 | 171 |
Cash flows from financing activities: | |||||
Proceeds from issuance of common stock | 240,133 | 30 | |||
Proceeds from initial public offering, net of issuance costs | 608,679 | ||||
Proceeds from issuance of equity component of tangible equity units, net of issuance costs | 232,929 | ||||
Proceeds from issuance of debt component of tangible equity units | 47,367 | ||||
Payment of loan costs | (1,421) | ||||
Repayment of senior amortizing notes | (7,332) | ||||
Proceeds from exercise of equity awards | 2,105 | ||||
Payments to acquire common stock | (6,502) | (6,502) | (171) | ||
Net cash provided by (used in) financing activities | 882,327 | (6,502) | 30 | (6,502) | (171) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 3,631 | 3,409 | |||
Cash, cash equivalents and restricted cash at beginning of period | 3,409 | ||||
Cash, cash equivalents and restricted cash at end of period | $ 3,409 | $ 3,631 | 3,409 | ||
Supplemental disclosures of cash flow information | |||||
Cash paid for interest | 0 | 0 | 0 | ||
Cash paid for income taxes | 15,828 | ||||
Contributed assets and liabilities: | |||||
Dividend receivable | 39,724 | 1,297 | 5,306 | ||
Investment in the Joint Venture | 1,392,395 | ||||
Additional paid in capital | (1,114,815) | ||||
Deferred income taxes | (317,304) | ||||
Issuance of common stock upon exercise of equity awards: | |||||
Investment in the Joint Venture | 1,297 | 5,306 | |||
Dividend receivable | (39,724) | (1,297) | (5,306) | ||
Change Healthcare Inc. portion of the Joint Venture equity transactions: | |||||
Investment in the Joint Venture | (506) | (2,377) | 10,898 | ||
Additional paid in capital | (6,043) | (7,427) | |||
Accumulated other comprehensive income | $ 506 | $ 8,420 | $ (3,471) |
Nature of Business and Organiza
Nature of Business and Organization | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Nature of Business and Organization | 1. Nature of Business and Organization Organization Change Healthcare Inc. (the “Company”), a Delaware corporation, was formed on June 22, 2016 to hold an equity investment in Change Healthcare LLC (the “Joint Venture”), a joint venture between the Company and McKesson Corporation (“McKesson”). As of December 31, 2019, the Company and McKesson each owned approximately 41% and 59%, respectively, of the membership interest in the Joint Venture, subject to adjustment based on exercise of equity-based awards or other changes in the number of the Joint Venture’s membership units outstanding. The Transactions In June 2016, the Company, the Joint Venture, Change Healthcare Holdings, LLC, Change Healthcare Intermediate Holdings, LLC, Change Healthcare Performance, Inc. (“Legacy CHC”) and its stockholders—including affiliates of The Blackstone Group, Inc. (formerly known as the Blackstone Group L.P.) (“Blackstone”) and Hellman & Friedman LLC entered into an Agreement of Contribution and Sale (the “Contribution Agreement”) with McKesson (together with the Company, the “Members”). Under the terms of the Contribution Agreement, the parties agreed to form the Joint Venture, a joint venture that combined the majority of the McKesson Technology Solutions businesses, excluding McKesson’s Enterprise Information Solutions business and RelayHealth Pharmacy Network (such contributed businesses, “Core MTS”), with substantially all of the assets and operations of Legacy CHC, but excluding Legacy CHC’s pharmacy claims switching and prescription routing businesses (such excluded business, the “eRx Network” and the businesses contributed by Legacy CHC, together with Core MTS, the “Contributed Businesses”). The creation of the Joint Venture, including the contribution of the Contributed Businesses and related transactions, is collectively referred to as the “Transactions”. The Transactions closed on March 1, 2017. Amendment of Certificate of Incorporation Effective June 26, 2019 and in contemplation of its initial public offering of common stock, the Company amended its certificate of incorporation to effect a 126.4 for 1 stock split for all previously issued shares of common stock, to increase the authorized number of common stock, and to authorize shares of preferred stock. Following this amendment, the authorized shares include 9,000,000,000 shares of common stock (par value $.001 per share), 1 share of Class X stock (par value $.001 per share), and 900,000,000 shares of preferred stock (par value $.001 per share). All issued or outstanding shares or related share-based payment arrangement disclosures included herein have been retrospectively adjusted for the stock split. Initial Public Offering Effective July 1, 2019, the Company completed its initial public offering of 49,285,713 shares of common stock and a concurrent offering of 5,750,000 of tangible equity units (“TEUs”) for net proceeds of $608,679 and $278,875, respectively. The proceeds of the offering of common stock were subsequently contributed to the Joint Venture in exchange for 49,285,713 additional units of the Joint Venture, which together with the Company’s existing holdings represents an approximately 41% interest in the Joint Venture. The proceeds of the offering of TEUs were used to acquire TEUs of the Joint Venture that substantially mirror the terms of the TEUs included in the offering. The Joint Venture, in turn, used the proceeds received from the Company to repay $805,000 of its indebtedness under the Term Loan Facility without penalty in July 2019. | 1. Nature of Business and Organization Organization Change Healthcare Inc. (formerly HCIT Holdings, Inc.) (the “Company”), a Delaware corporation, was formed on June 22, 2016 to hold an equity investment in Change Healthcare LLC (the “Joint Venture”), a joint venture between the Company and McKesson Corporation (“McKesson”). The Company and McKesson each owns approximately 30% and 70%, respectively, of the membership interests of the Joint Venture (the “LLC Units”) , subject to adjustment based on exercise of equity-based awards or other changes in the number of the Joint Venture’s LLC Units outstanding. The Joint Venture Transactions In June 2016, the Company, the Joint Venture, Change Healthcare Holdings, LLC, Change Healthcare Intermediate Holdings, LLC, Change Healthcare Performance, Inc. (formerly Change Healthcare, Inc.) (“Legacy CHC”) and its stockholders—including affiliates of The Blackstone Group, L.P. (“Blackstone”) and Hellman & Friedman LLC (“Hellman & Friedman”)—entered into an Agreement of Contribution and Sale (the “Contribution Agreement”) with McKesson (together with the Company, the “Members”). Under the terms of the Contribution Agreement, the parties agreed to form the Joint Venture, a joint venture that combined the majority of the McKesson Technology Solutions businesses, excluding McKesson’s Enterprise Information Solutions business and RelayHealth Pharmacy Network (such contributed businesses, “Core MTS”), with substantially all of the assets and operations of Legacy CHC, but excluding Legacy CHC’s pharmacy claims switching and prescription routing businesses (such excluded business, the “eRx Network” and the businesses contributed by Legacy CHC, together with Core MTS, the “Contributed Businesses”). The creation of the Joint Venture, including the contribution of the Contributed Businesses and related transactions, is collectively referred to as the “Joint Venture Transactions.” The Joint Venture Transactions closed on March 1, 2017. Pursuant to the terms of the Contribution Agreement, (i) the Legacy CHC stockholders, directly and indirectly, transferred ownership of substantially all of Legacy CHC to the Joint Venture in consideration of (a) the payment at the closing of the Joint Venture Transactions by the Joint Venture to Legacy CHC’s stockholders and certain participants in the Legacy CHC Amended and Restated 2009 Equity Incentive Plan (the “Legacy CHC Equity Plan”) of approximately (A) $1.8 billion, (B) stock in eRx Network Holdings, Inc., and (C) the 2017 Tax Receivable Agreement (as described in Note 19) and (b) the issuance to the Company of membership interests in the Joint Venture; and (ii) McKesson caused Core MTS to be transferred to the Joint Venture in consideration of (a) the assumption and subsequent payment at the closing of the Joint Venture Transactions by the Joint Venture to McKesson of a promissory note in the amount of approximately $1.3 billion, (b) the issuance of membership interests in the Joint Venture and (c) the McKesson Tax Receivable Agreement. In connection with the Joint Venture Transactions, the Joint Venture, through its subsidiaries, entered into new senior secured credit facilities, consisting of a term loan facility in the amount of $5.1 billion and a revolving credit facility in an aggregate principal amount of $500 million, and issued $1.0 billion of 5.75% senior notes due 2025. The proceeds were used to make all payments to the Legacy CHC stockholders, certain participants in the Legacy CHC Equity Plan and McKesson described above, to refinance certain of Legacy CHC’s existing indebtedness and to pay fees and expenses incurred in connection with the Joint Venture Transactions. Amendment to Certificate of Incorporation Effective June 26, 2019 and in contemplation of its initial public offering of common stock, the Company amended its certificate of incorporation to effect a 126.4-for-1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Because of the significance of the Joint Venture to the Company’s financial position and results of operations, the Company is required to provide consolidated financial statements of the Joint Venture pursuant to Rule 3-09 S-X. All intercompany accounts and transactions have been eliminated in the financial statements. 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 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 expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Estimates and assumptions by management affect: the carrying value of the Company’s investment; the provision and benefit for income taxes and related deferred tax accounts; contingencies; and the value attributed to equity awards. Equity Method Investment in the Joint Venture The Company accounts for its investment in the Joint Venture using the equity method. The Company evaluates its equity method investment for impairment whenever an event or change in circumstances occurs that may have a significant adverse impact on the carrying value of the investment. If a loss in value has occurred that is deemed to be other than temporary, an impairment loss is recorded. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. The Company’s cash and cash equivalents are deposited with several financial institutions. Deposits may exceed the amounts insured by the Federal Deposit Insurance Corporation in the U.S. and similar deposit insurance programs in other jurisdictions. The Company mitigates the risk of its short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk profiles. Equity Compensation The Company grants certain equity awards to employees of the Joint Venture under the Company’s 2009 Equity Incentive Plan (the “Equity Plan”). Because these equity awards have been granted to employees of the Company’s equity method investee, they are subject to the accounting framework for awards granted to non-employees. re-measured The Company recognizes this deemed dividend as a receivable equal to the cumulative amount of stock compensation expense recognized by the Joint Venture for any outstanding equity awards. The dividend receivable is relieved upon exercise of the respective underlying equity awards. Income Taxes The Company records deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities, as well as differences relating to the timing of recognition of income and expenses. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, reversing taxable temporary differences, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Company recognizes tax benefits for uncertain tax positions at the time the Company concludes that the tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. The benefit, if any, is measured as the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard, upon resolution through negotiation or litigation with the taxing authority or on expiration of the statute of limitations. Classification of Distributions Received from the Joint Venture The Company classifies distributions received from its equity method investee in its statement of cash flows according to the nature of the distribution. Accounting Pronouncements Not Yet Adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 3. Concentration of Credit Risk 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 |
Equity Method Investment in Cha
Equity Method Investment in Change Healthcare LLC | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity Method Investment in Change Healthcare LLC | 3. Equity Method Investment in Change Healthcare LLC Exchange of Equity Method Investments In connection with the Transactions, the Company exchanged its 45.615% investment in Legacy CHC for 30% of the membership units of the Joint Venture. The Joint Venture used proceeds from the issuance of debt to acquire the remaining 54.385% of Legacy CHC. The Company accounted for this exchange of investments as a non-monetary The fair value of the Joint Venture was determined at March 1, 2017 using a combination of the income and the market valuation approaches. Under the income approach, a discounted cash flow model (“DCF”) was used in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate expected rate of return. The discount rate used for cash flows reflects capital market conditions and the specific risks associated with the business. Under the market approach, valuation multiples of reasonably similar publicly traded companies or guideline companies are applied to the operating data of the subject business to derive the estimated fair value. These valuation approaches are considered a Level 3 fair value measurement. Fair value determination requires complex assumptions and judgment by management in projecting future operating results, selecting guideline companies for comparisons, determining appropriate market value multiples, selecting the discount rate to measure the risks inherent in the future cash flows and assessing the business’s life cycle and the competitive trends impacting the business, including considering technical, legal, regulatory, or economic barriers to entry. Any material changes in key assumptions, including failure to meet business plans, deterioration in the financial market, an increase in interest rate or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may affect such estimates. Additional Ownership Interest Following the initial public offering, the Company contributed the proceeds of the offering of common stock to the Joint Venture in exchange for 49,285,713 additional units of the Joint Venture, which represented approximately 11% of additional ownership interest. As a result of the additional ownership interest acquired, the Company measured additional basis differences at July 1, 2019 based on the fair value of the Joint Venture’s assets and liabilities as of the date of the initial public offering, and using valuation approaches substantially similar to those used as of the date of the Transactions. Equity Method Investment in Change Healthcare LLC The Company accounts for its investment in the Joint Venture using the equity method of accounting. During the nine months ended December 31, 2019 and 2018, the Company recorded a proportionate share of the earnings from this investment based on its ownership percentage during each respective period, which included transaction and integration related expenses incurred by the Joint Venture and the Company’s portion of basis adjustments including amortization expenses associated with equity method intangible assets. These amounts are aggregated and recorded under the caption, “Loss from Equity Method Investment in the Joint Venture” in the accompanying condensed statements of operations. Summarized financial information of the Joint Venture is as follows: Nine Months Ended 2019 2018 Statement of Operations Data: Total revenue $ 2,459,593 $ 2,445,390 Cost of operations (exclusive of depreciation and amortization) $ 998,943 $ 1,007,328 Customer postage $ 171,288 $ 180,706 Net income (loss) $ 102,973 $ 138,955 Subsequent to the Company’s initial public offering of common stock, the Company now has a publicly available indication of the value of its investment in the Joint Venture. Accordingly, the Company evaluated its equity method investment for an other-than-temporary impairment (“OTTI”). The Company considered various factors in determining whether an OTTI has occurred, including the Company’s ability and intent to hold the investment, the trading history available, the implied EBITDA valuation multiples compared to public guideline companies, the Joint Venture’s ability to achieve milestones and any notable operational and strategic changes by the Joint Venture. After the evaluation, the Company determined that an OTTI had not occurred as of December 31, 2019 nor as of the date of this quarterly report on Form 10-Q. In the event the Company obtains a controlling interest in the Joint Venture, the Company will evaluate its investment under the guidance in ASC 805 for a business combination achieved in stages. Upon such a change in control, the Company will remeasure its investment in the Joint Venture to fair value as of the date that control is obtained and will recognize a gain or loss in its statement of operations for the difference between the carrying value and fair value of its investment. During the three months ended September 30, 2019, the Joint Venture committed to a plan to sell its Alpharetta, GA office property in an effort to reduce its real estate footprint. The Joint Venture completed the sale of the property during its fiscal third quarter and recognized an immaterial gain on sale. As a result of the completion of the sale, the Company recognized a write-off | 4. Equity Method Investment in the Joint Venture Exchange of Equity Method Investments In connection with the Joint Venture Transactions, the Company exchanged its 45.615% investment in Legacy CHC for 30% of the membership units of the Joint Venture. The Joint Venture used proceeds from the issuance of debt referred to previously to acquire the remaining 54.385% of Legacy CHC. The Company has accounted for this exchange of investments as a non-monetary The fair value of the Joint Venture was determined at March 1, 2017 using a combination of the income and the market valuation approaches. Under the income approach, a discounted cash flow model (“DCF”) was used in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate expected rate of return. The discount rate used for cash flows reflects capital market conditions and the specific risks associated with the business. Under the market approach, valuation multiples of reasonably similar publicly traded companies or guideline companies are applied to the operating data of the subject business to derive the estimated fair value. These valuation approaches are considered a Level 3 fair value measurement. Fair value determination requires complex assumptions and judgment by management in projecting future operating results, selecting guideline companies for comparisons, determining appropriate market value multiples, selecting the discount rate to measure the risks inherent in the future cash flows and assessing the business’s life cycle and the competitive trends impacting the business, including considering technical, legal, regulatory, or economic barriers to entry. Any material changes in key assumptions, including failure to meet business plans, deterioration in the financial market, an increase in interest rate or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may affect such estimates. Equity Method Investment in the Joint Venture The Company accounts for its investment in the Joint Venture using the equity method of accounting. During the years ended March 31, 2019 and 2018 and the period from June 22, 2016 (inception) to March 31, 2017, the Company recorded a proportionate share of the loss from this investment of $70,487, $58,680 and $43,103, respectively, which included transaction and integration expenses incurred by the Joint Venture and basis adjustments, including amortization expenses associated with equity method intangible assets. The amount is recorded under the caption “Loss from Equity Method Investment in the Joint Venture” in the accompanying statements of operations. At March 31, 2019 and 2018, the carrying value of the investment was $1,211,996 and $1,298,759, which exceeded the Company’s proportionate share of the Joint Venture’s book value of net assets by approximately $1,483,522 and $1,620,226, respectively, primarily reflecting equity method intangible assets, goodwill, and other basis adjustments, including incremental intangible amortization, removal of profits associated with the recognition of deferred revenue, as well as basis differences with respect to tax receivable agreements. Summarized financial information of the Joint Venture is as follows: Year Ended Year Ended Period of Statement of Operations Data: Net revenue $ 3,281,729 $ 3,298,843 $ 309,587 Cost of operations (exclusive of depreciation and amortization) $ 1,354,655 $ 1,407,893 $ 133,688 Customer postage $ 238,618 $ 274,397 $ 26,132 Net income (loss) $ 176,670 $ 192,442 $ (83,592 ) March 31, 2019 March 31, 2018 Balance Sheet Data (at period end): Current assets $ 980,463 $ 901,712 Long-term assets $ 5,223,675 $ 5,299,215 Current liabilities $ 889,783 $ 969,495 Long-term liabilities $ 6,219,141 $ 6,297,612 |
Legal Proceedings
Legal Proceedings | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal Proceedings | 4. Legal Proceedings In the ordinary course of business, the Company may become subject to various claims and legal proceedings. The Company is not currently a defendant in any pending litigation. | 5. Legal Proceedings In the ordinary course of business, the Company may become subject to various claims and legal proceedings. The Company is not currently a defendant in any pending litigation. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2019 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Capital Stock Under the certificate of incorporation, the Company is authorized to issue 252,800,001 shares of stock consisting of 252,800,000 shares of common stock (“Common Stock”) and one share of Class X stock (“Class X Stock”), each with a par value of $0.001 per share. Each holder of Common Stock is entitled to one vote for each share of Common Stock held with respect to matters on which stockholders are generally entitled to vote. The share of Class X Stock is issuable to McKesson only in the event that the Company breaches the terms of the Agreement and Plan of Merger between the Company and McKesson dated December 20, 2016 and only during the period following a qualified initial public offering and prior to a McKesson exit. In the event of issuance of Class X Stock, the holder receives the right to appoint an additional director to the Company’s board of directors and as it relates to “special matters” as defined by the Company’s charter, this Class X director may cast a number of votes equal to the sum of the total authorized directorships of the Company’s then existing board of directors plus one vote. Upon the earliest to occur of a McKesson exit or the expiration of the McKesson Exit Window, as defined in the stockholders’ agreement, the share of Class X Stock shall be redeemed for a cash amount equal to $1.00 and such share shall be automatically retired and cancelled. As of March 31, 2019 and 2018, the Company has a total of 75,474,654 and 75,749,118 shares of Common Stock outstanding, respectively, and no Class X Stock outstanding. Restricted Net Assets The Company has no substantive independent assets or operations apart from its investment in the Joint Venture. Under the terms of the Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) governing the Joint Venture, the Joint Venture is required to periodically distribute amounts sufficient to fund the Company’s and McKesson’s tax liabilities related to their investments in the Joint Venture. Other distributions require approval of the board of directors of the Joint Venture as well as the joint approval of both Blackstone and McKesson. In addition, the Joint Venture’s senior secured credit facilities contain certain covenants which generally limit payments to the Company to include the following: • Payment of operating costs and expenses incurred in the ordinary course of business as well as other corporate overhead costs and expenses attributable to the ownership and operation of the Joint Venture. • Franchise, excise and similar taxes and other fees and expenses required to maintain the Company’s corporate existence. • Income tax distributions • Permitted investments as defined by the senior secured credit facilities of the Joint Venture • Payment of salary, bonus, severance and other benefits payable to or provided on behalf of officers, directors, managers, and employees of the Company and related payroll taxes • Fees and expenses of any unsuccessful debt or equity offering • Cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options, or other Company securities convertible or exchangeable into Company shares. • Payments incurred in connection with the Joint Venture Transactions. • After a qualified initial public offering, payment of listing fees and other costs attributable to being a publicly traded company which are reasonable and customary Approximately $0 and $34,661 of retained earnings (accumulated deficit) at March 31, 2019 and 2018, respectively, represents undistributed earnings (losses) of the equity method investment. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Per Share | 5. Net Income (Loss) Per Share The following table sets forth the computation of basic net income (loss) per share of common stock for the periods indicated: Nine Months Ended 2019 2018 Basic net income (loss) per share: Numerator: Net income (loss) $ (80,716 ) $ (48,480 ) Denominator: Weighted average common shares outstanding 108,371,642 75,525,645 Minimum shares issuable under purchase contracts 12,286,217 — 120,657,859 75,525,645 Basic net income (loss) per share $ (0.67 ) $ (0.64 ) Diluted net income per share: Numerator: Net income (loss) $ (80,716 ) $ (48,480 ) Denominator: Number of shares used in basic computation 120,657,859 75,525,645 Weighted average effect of dilutive securities Add: Dilutive shares issuable under purchase contracts — — Time-Vesting Options — — Deferred Stock Units — — Restricted Share Units — — 120,657,859 75,525,645 Diluted net income (loss) per share $ (0.67 ) $ (0.64 ) Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per share for the periods indicated: Nine Months Ended 2019 2018 Incremental shares issuable under purchase contracts 1,712,220 — Time-Vesting Options 1,290,327 1,846,029 Deferred Stock Units 6,167 — Restricted Stock Units 605,830 — | 7. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share of common stock: Year Ended Year Ended Period from Basic net income per share: Numerator: Net income (loss) $ (52,012 ) $ 60,955 $ (26,294 ) Denominator: Weighted average common shares outstanding 75,513,130 75,590,613 8,268,077 Basic net income (loss) per share $ (0.69 ) $ 0.81 $ (3.18 ) Diluted net income per share: Numerator: Net income (loss) $ (52,012 ) $ 60,955 $ (26,294 ) Denominator: Number of shares used in basic computation 75,513,130 75,590,613 8,268,077 Weighted average effect of dilutive securities Add: Replacement Time-Vesting Options — 2,051,346 — Replacement Restricted Share Units — 28,440 — RSUs — 130,697 — 75,513,130 77,801,096 8,268,077 Diluted net income (loss) per share $ (0.69 ) $ 0.78 $ (3.18 ) Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per share: Year Ended Year Ended Period from Time-Vesting Options — 4,570,624 — Replacement Time-Vesting Options 1,869,456 — 5,790,257 Replacement Restricted Share Units — — 75,840 |
Incentive Compensation Plans
Incentive Compensation Plans | 12 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Incentive Compensation Plans | 8. Incentive Compensation Plans Equity Compensation Plans In connection with the Joint Venture Transactions, the Company assumed the Legacy CHC Equity Plan and amended it as the Equity Plan. Pursuant to the Equity Plan, 37,920,000 shares of the Company’s common stock have been reserved for the issuance of equity awards to employees, directors and consultants of the Joint Venture and its affiliates. The Company grants equity-based awards of its common stock to certain employees, officers and directors of the Joint Venture under terms of awards that are described below. Grants under the Equity Plan consist of one or a combination of time-vested and/or performance-based awards. In most circumstances, the shares issued upon exercise of the equity awards are subject to certain call rights by the Company in the event of termination of service of an award holder and put rights by the award holder or his/her beneficiary in the event of death or disability. The Company expects to repurchase shares of common stock held by former Joint Venture employees no earlier than six months following the issuance of such shares. Replacement Awards In connection with the Joint Venture Transactions, the Company was obligated to either assume obligations under Legacy CHC’s prior equity award plans or to issue substantially equivalent equity awards. The Company elected to issue replacement awards with vesting and exercisability terms generally identical to the awards which were replaced. Because the stock of eRx Network and the 2017 Tax Receivable Agreement were distributed to Legacy CHC stockholders immediately prior to the Joint Venture Transactions, certain participants in the Legacy CHC Equity Plan also received equity awards in eRx Network and the right to receive a cash payment related to a proportionate value of the 2017 Tax Receivable Agreement in connection with the Joint Venture Transactions. These replacement awards granted under the Equity Plan consisted of one, or a combination of, time-vested awards and/or performance-based awards. Vested Awards (i) Tier I Time Awards became immediately vested in connection with the Joint Venture Transactions, 54.4% of which were liquidated for cash upon the closing of the Joint Venture Transactions. The remaining 45.6% of such options were exchanged for vested options of the Company with exercise prices and expiration terms that correspond with those of the original grant to Legacy CHC Equity Plan participants. These Legacy CHC Equity Plan participants also received vested options in eRx Network with exercise prices equal to 25% of the fair value of the eRx Network stock and a right to receive a future cash payment related to the proportionate value of the 2017 Tax Receivable Agreement at the time of the Joint Venture Transactions. (ii) Tier II Time Awards became immediately vested in connection with the Joint Venture Transactions but because the original exercise price of these awards was greater than the fair value of the stock at the time of the Joint Venture Transactions, none of the awards were liquidated and they were replaced with vested Company options with an exercise price equal to the original exercise price as reduced by the fair value of one share of eRx Network stock. (iii) 2.0x Performance Awards became immediately vested in connection with the Joint Venture Transactions as a result of meeting the specified performance and market conditions outlined in the original award terms. As with the Tier I Time Awards, 54.4% were liquidated for cash upon the closing of the Joint Venture Transactions. The remaining 45.6% of such options were exchanged for vested options of the Company with exercise prices and expiration terms that correspond with those of the original grant to the Legacy CHC Equity Plan participants. The Legacy CHC Equity Plan participants also received vested options in eRx Network with exercise prices equal to 25% of the fair value of the eRx Network stock and a right to receive a cash payment related to the proportionate value of the 2017 Tax Receivable Agreement at the time of the Joint Venture Transactions. Unvested Awards Restricted Stock Units The following table summarizes Replacement Award option activity for the year ended March 31, 2019: Replacement Time- Weighted Average Weighted Average Aggregate Intrinsic Outstanding at April 1, 2018 4,867,284 $ 11.77 5.4 $ 35,137 Granted — — — — Exercised (204,641 ) 10.70 — 1,695 Expired — — — — Forfeited (133,352 ) — — 741 Outstanding at March 31, 2019 4,529,291 11.76 4.4 $ 39,896 Exercisable at March 31, 2019 4,529,291 11.76 4.4 $ 39,896 The following table summarizes Replacement Exit-Vesting Restricted Stock activity for the year ended March 31, 2019: Replacement Exit-Vesting Unvested at April 1, 2018 1,352,859 Granted — Canceled (91,260 ) Vested — Unvested at March 31, 2019 1,261,599 Time-Vesting Options Time-vesting options were granted with an exercise price equal to the fair value of the Company’s common stock on the date of grant and generally vest in equal 25% installments on the first through fourth anniversary of the designated vesting start date, subject to the award holders continued employment through such vesting date. The Company estimates the fair value of the time-vesting options using the Black-Scholes option pricing model. As of March 31, 2019, unrecognized expense of the Joint Venture related to the time-vesting options was $36,933. This expense is expected to be recognized over a weighted average period of 2.2 years. Exit-Vesting Options Exit-vesting options were granted with an exercise price equal to the fair value of the Company’s common stock on the date of grant and vest, subject to the award holder’s continued employment through the vesting date, on the earlier to occur of (i) the date that affiliates of Blackstone sell 25% of the equity interests of the Joint Venture held by it on March 1, 2017 (the “Transaction Date”) at a specified weighted average price per share and McKesson distributes more than 50% of the equity interests of the Joint Venture held by it on the Transaction Date or (2) McKesson and affiliates of Blackstone collectively sell more than 25% of the aggregate equity interests held by McKesson and Blackstone on the Transaction Date at a specified weighted average price per share. The following table summarized time-vesting and exit-vesting option activity for the year ended March 31, 2019: Awards Weighted Average Weighted Average Aggregate Time- Exit- Time- Exit- Time- Exit- Time- Exit- Outstanding at April 1, 2018 6,647,249 6,639,286 $ 18.99 $ 18.99 8.9 8.9 $ — $ — Granted 2,001,544 1,980,056 18.99 18.99 9.2 9.2 — — Exercised — — — — — — — — Expired — — — — — — — — Forfeited (1,660,390 ) (2,114,798 ) 18.99 18.99 — — — — Outstanding at March 31, 2019 6,988,403 6,504,544 18.99 18.99 8.0 8.0 11,058 10,292 Exercisable at March 31, 2019 3,119,299 — $ 18.99 $ — 8.0 — $ 4,936 $ — Restricted Share Units During fiscal 2018, the Company granted 316,000 restricted share units (“RSUs”) which vest, subject to the recipient’s continued employment by the Joint Venture, on March 31, 2019. In the event the recipient was terminated by the Company without cause, by the recipient for good reason or on account of the recipient’s death or disability, the RSUs would immediately vest and become nonforfeitable. Settlement of these RSUs upon vesting could have occurred in the Company’s common stock, cash in an amount equal to the fair market value of the number of shares that would otherwise be delivered upon the vesting date or any combination of the Company’s common stock or cash. In the event the Company’s common stock was not publicly traded at the time of settlement, the employee could have elected to require the Company to settle such RSUs in cash. Because settlement of the RSUs in common stock was outside the control of the Company, the RSUs were historically classified as liabilities in the balance sheets. Such awards were cancelled during 2018 following the resignation of the employee without good reason. The total fair value of shares vested during the years ended March 31, 2019 and 2018 and for the period from June 22, 2016 (inception) to March 31, 2017 was $0, $1,440 and $0, respectively. Contingent Awards During the year ended March 31, 2019, Change Healthcare Inc. committed to issue awards to certain of the Joint Venture’s employees that are expected to vest in four equal installments on each anniversary of the earlier to occur of Change Healthcare Inc.’s initial public offering or June 30, 2019. While the quantity of such awards to be issued is unknown, the value of such awards and the resulting total expense to be recognized over the total service period is specified as a fixed dollar amount per recipient ($9,807 in the aggregate). Because the value of these awards to be issued in the future is fixed, the Joint Venture has recognized a liability on the accompanying consolidated balance sheets for the pro-rata Valuation Assumptions The following table summarizes the weighted average fair value of awards using the Black-Scholes and Monte Carlo Simulation option pricing models, as appropriate, and the weighted average assumptions used to develop the fair value estimates under each of the valuation models for the years ended March 31, 2019 and 2018. Year Ended March 31, 2019: Time-Vesting Exit-Vesting Replacement Exit-Vesting Weighted average fair value of awards $ 9.78 $ 5.90 $ 12.80 Expected dividend yield — % — % — % Expected volatility 52.5 % 52.9 % 62.2 % Risk-free interest rate 2.2 % 2.2 % 2.3 % Expected term (years) 4.5 % 5.1 % 1.9 Year Ended March 31, 2018: Weighted average fair value of awards $ 9.45 $ 6.53 $ 11.94 Expected dividend yield — % — % — % Expected volatility 52.2 % 52.1 % 57.6 % Risk-free interest rate 2.7 % 2.7 % 2.4 % Expected term (years) 5.5 6.2 3.0 Expected dividend yield—The Company is subject to limitations on the payment of dividends under the LLC Agreement. An increase in the dividend yield will decrease compensation expense. Expected volatility—This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the levered median historical volatility of a group of guideline companies. An increase in the expected volatility will increase compensation expense. Risk-free interest rate—This is the U.S. Treasury rate as of the measurement date having a term approximating the expected life of the award. An increase in the risk-free interest rate will increase compensation expense. Expected term—This is the period of time over which the awards are expected to remain outstanding. The Company estimates the expected term as the mid-point Summary of Equity Compensation Expense on Loss from Equity Method Investment in the Joint Venture Because the Company provides equity awards to employees of the Joint Venture, the Company recognizes stock compensation expense within the Loss from Equity Method Investment in the Joint Venture caption on the accompanying statements of operations for its proportionate amount of stock compensation expense included in the operating results of the Joint Venture as well as the amount funded for the benefit of the McKesson member. However, due to requirements of the LLC Agreement that the Company receive an additional unit of the Joint Venture upon any exercise of a Company equity award (as described in Note 10), the Company recognizes a dividend receivable equal to the cumulative amount of stock compensation expense recognized by the Joint Venture for any outstanding equity awards with an offset to the Loss from Equity Method Investment in the Joint Venture caption. The result is that no net equity compensation of the Joint Venture is recognized in the financial statements of the Company. |
McKesson Tax Receivable Agreeme
McKesson Tax Receivable Agreement | 12 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
McKesson Tax Receivable Agreement | 9. McKesson Tax Receivable Agreement In connection with the closing of the Joint Venture Transactions, the Joint Venture, the McK Members, McKesson and the Company entered into a tax receivable agreement (the “McKesson Tax Receivable Agreement”). The McKesson Tax Receivable Agreement generally provides for the payment by the Joint Venture to one of the McK Members and its permitted assigns of 85% of the net cash tax savings realized (or, in certain circumstances, deemed to be realized) by the Company in periods ending on or after the date on which McKesson ceases to own at least 20% of the LLC Units as a result of (i) certain amortizable tax basis in assets transferred to the Joint Venture at the closing of the Joint Venture Transactions and (ii) imputed interest deductions and certain other tax attributes arising from payments under the McKesson Tax Receivable Agreement. Additionally, upon the occurrence of the first exchange of LLC Units by McKesson (or its permitted transferees), if any, the Company has agreed to enter into an additional tax receivable agreement with the McK Members, pursuant to which the Company would be required to pay to the relevant McK Member 85% of the net cash tax savings, if any, arising from the Company’s utilization of (i) certain tax basis increases resulting from the relevant exchange and payments under such additional tax receivable agreement and (ii) imputed interest deductions. We may also be required to enter into and make payments under an additional tax receivable agreement with McKesson in certain circumstances. Because payments under the McKesson Tax Receivable Agreement are contingent upon McKesson’s ceasing to own at least 20% of the Company and such an event was not probable at the inception of the McKesson Tax Receivable Agreement or as of March 31, 2019, no related obligation has been reflected on the accompanying consolidated balance sheets. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 6. Income Taxes The income tax benefit for the nine months ended December 31, 2019 and 2018 was $564 and $16,664, respectively, which represents an effective tax rate of 0.7% and 25.6%, respectively. Fluctuations in our reported income tax rates from the statutory rate are primarily due to benefits recognized as a result of certain incentive tax credits resulting from research and experimental expenditures and discrete items recognized in the quarters. McKesson Tax Receivable Agreement In connection with the closing of the Transactions, the Joint Venture, subsidiaries of McKesson that serve as members of the Joint Venture (the “McK Members”), McKesson and the Company entered into a tax receivable agreement (the “McKesson Tax Receivable Agreement”). The McKesson Tax Receivable Agreement generally provides for the payment by the Joint Venture to the McK Members and it assigns 85% of the net cash tax savings realized (or, in certain circumstances, deemed to be realized) by the Company in periods ending on or after the date on which McKesson ceases to own at least 20% of the outstanding units of the Joint Venture (the “LLC Units”) as a result of (i) certain amortizable tax basis in assets transferred to the Joint Venture at the closing of the Transactions and (ii) imputed interest deductions and certain other tax attributes arising from payments under the McKesson Tax Receivable Agreement. Additionally, upon the occurrence of the first exchange of LLC Units by McKesson (or its permitted transferees), if any, the Company has agreed to enter into an additional tax receivable agreement with the McK Members, pursuant to which the Company would be required to pay to the relevant McK Member 85% of the net cash tax savings, if any, arising from the Company’s utilization of (i) certain tax basis increases resulting from the relevant exchange and payments under such additional tax receivable agreement and (ii) imputed interest deductions. The Company may also be required to enter into and make payments under an additional tax receivable agreement with McKesson in certain circumstances. Because payments under the McKesson Tax Receivable Agreement are contingent upon McKesson’s ceasing to own at least 20% of the Joint Venture and such an event was not probable at the inception of the McKesson Tax Receivable Agreement or as of December 31, 2019, no related obligation has been reflected on the accompanying condensed balance sheet. Letter Agreement The Company, the Joint Venture, McKesson and certain of McKesson’s affiliates have entered into a letter agreement relating to the Contribution Agreement (the “Letter Agreement”). The Letter Agreement addresses miscellaneous tax-related spin-off split-off | 10. Income Taxes The income tax provision (benefit) for the years ended March 31, 2019 and 2018 and for the period from June 22, 2016 (inception) to March 31, 2017 was as follows: Year Ended Year Ended June 22, 2016 Current: Federal $ — $ — $ — State — — — Current income tax provision (benefit) — — — Deferred: Federal (15,468 ) (116,563 ) (14,420 ) State (3,127 ) (3,058 ) (2,389 ) Deferred income tax provision (benefit) (18,595 ) (119,621 ) (16,809 ) Total income tax provision (benefit) $ (18,595 ) $ (119,621 ) $ (16,809 ) The reconciliation between the federal statutory rate and the effective income tax rate is as follows: Year Ended Year Ended June 22, 2016 Statutory U.S. federal tax rate 21.0 % 31.5 % 35.0 % State income taxes (net of federal benefit) 3.5 3.6 3.6 Remeasurement of deferred tax assets and liabilities arising from the Tax Legislation — 166.9 — Research and development tax credit 1.6 2.4 0.5 Other 0.2 (0.5 ) (0.1 ) Effective income tax rate 26.3 % 203.9 % 39.0 % On December 22, 2017, the Tax Legislation was signed into law. The Tax Legislation revised the U.S. corporate income tax by, among other things, lowering corporate income tax rates, placing limits on the utilization of net operating loss carryovers, extending the net operating loss carryover period and eliminating net operating loss carrybacks, implementing the territorial tax systems and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Company recognized a tax benefit for the impact of the revaluation of U.S. deferred tax assets and liabilities due to the federal income tax rate reduction from 35% to 21% during fiscal year 2018. In order to properly account for the blended tax rate in place for fiscal year 2018, the Company estimated the deferred tax assets and liabilities expected to reverse during the current fiscal year and applied a tax rate of 31.5%. All other deferred tax assets and liabilities are expected to reverse in fiscal year 2019 or later and were revalued at 21%. The enactment of the Tax Legislation resulted in an increase in income tax benefit of approximately $97,924 for the year ended March 31, 2018. The tax effects are the result of the change in the enacted rate causing a remeasurement of the U.S. federal deferred tax liabilities at the lower enacted tax rate. Tax benefits recognized during the year ended March 31, 2018 related to the Tax Legislation were considered provisional under SAB 118. The Company finalized the impact of the Tax Legislation during the third quarter of fiscal year 2019 and did not make any adjustments to the amounts recorded in the year ended March 31, 2018. Significant components of the Company’s deferred tax assets (liabilities) as of March 31, 2019 and 2018 were as follows: March 31, March 31, Deferred tax assets and (liabilities): Investment in the Joint Venture $ (190,448 ) $ (192,681 ) Net operating loss carryover 19,958 9,757 Interest disallowance from the Joint Venture 7,711 — Tax credits 2,786 1,621 Net deferred tax assets and (liabilities) $ (159,993 ) $ (181,303 ) Reported as: Non-current — — Non-current (159,993 ) (181,303 ) Net deferred tax assets and (liabilities) $ (159,993 ) $ (181,303 ) The Company recognizes interest income and expense (if any) related to income taxes as a component of income tax expense. The Company recognized no interest and penalties for the years ended March 31, 2019 and 2018 and for the period from June 22, 2016 (inception) to March 31, 2017. As of March 31, 2019, the Company had net operating loss carryforwards (tax effected) for federal and state purposes of $74,836 and $73,616, respectively. The federal net operating losses generated as of March 31, 2018 ($50,290) expire from 2037 to 2038. The federal net operating losses generated in March 31, 2019 ($24,546) have an indefinite life following changes implemented by the Tax Legislation. Certain states conformed to the change in federal tax law and will have an indefinite life beginning with net operating losses generated in March 31, 2019, which will apply to $10,135 of the state net operating losses. The remaining $63,481 of state net operating losses will expire from 2022 through 2039. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. With respect to state and local jurisdictions and countries outside of the United States, the Company and its subsidiaries are typically subject to examination for a number of years after the income tax returns have been filed. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for in the accompanying financial statements for any adjustments that may be incurred due to such audits. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions Registration Rights Agreement The Joint Venture, certain subsidiaries of the Joint Venture, McKesson and the Company are party to a registration rights agreement providing each of McKesson and the Legacy CHC Stockholders party thereto with customary demand and piggyback registration rights with respect to the Company’s common stock. These registration rights include the rights to register shares of the Company in an initial public offering, the rights to register shares of the Company during certain specified time windows and the rights to freely register shares of the Company after such specified time windows. Separation and Distribution Agreement Under the terms of the LLC Agreement, a subsidiary of McKesson organized as a limited liability company (“SpinCo”) entered into an agreement and plan of merger with the Company that provides, among other things, that SpinCo will convert to a corporation and merge with and into the Company immediately following a qualified McKesson exit, pursuant to which the stockholders of SpinCo will be entitled to receive a number of shares of Company common stock equal to the number of units held by SpinCo at the time of the merger. McKesson will also enter into a customary separation and distribution agreement with SpinCo prior to, and in connection with, a qualified McKesson exit. Advances Received from the Joint Venture, Net Under the terms of the LLC Agreement, the Joint Venture is required to periodically advance to its members amounts necessary to fund their respective tax obligations on an interim basis, subject to recoupment in the event that such advances exceed the final tax obligations of the respective Members for such year. Once the final tax obligations of each of the Members is determined for such year, the Joint Venture is obligated to formally distribute such amounts to the respective Members. To the extent that the amounts to be distributed were subject to interim advances, additional cash will be distributed only to the extent that the interim advances were insufficient to fund the respective Member’s final tax obligation. Distributions up to the amount of interim advances result in full settlement of any advances to the respective Member. The Company repaid $9,869 of previous advances during the year ended March 31, 2019 and received advances of $15,828 and $0 during the year ended March 31, 2018 and the period from June 22, 2016 (inception) to March 31, 2017, respectively. Such amounts are classified within Due to the Joint Venture on the accompanying balance sheets. Dilution Under the terms of the LLC Agreement, the Company and the Joint Venture agreed to cooperate to ensure a 1:1 ratio of Company shares outstanding to units of the Joint Venture held by the Company for as long as the McKesson members hold units of the Joint Venture. Specifically, the parties agreed that: • In the event that the Company issues additional shares, the Joint Venture is required to issue a corresponding number of units to the Company. • Any net proceeds received by the Company with respect to a Company share must be concurrently contributed to the Joint Venture. • Any stock split or combination of other equity restructuring involving Company shares must be concurrent with an equivalent unit split or other equity restructuring of the Joint Venture. • The Company may not redeem, repurchase or otherwise acquire any Company shares unless substantially simultaneously the Joint Venture redeems, repurchases, or otherwise acquires from the Company an equal number of units for the same price per security. • The Joint Venture may not redeem, repurchase or otherwise acquire any units held by the Company unless substantially simultaneously the Company redeems, repurchases, or otherwise acquires an equal number of Company shares for the same price per security. Services Provided to the Company by the Joint Venture The Company generally has no substantive independent assets or operations apart from its investment in the Joint Venture. As a result, the Company receives certain services from the Joint Venture and its employees for which the Joint Venture is not reimbursed. These services include the utilization of office space and a portion of the salaries of the Company’s officers who are considered employees of the Joint Venture. In addition, the Joint Venture is responsible for funding certain costs incurred in connection with the Company’s contemplated initial public offering. Accordingly, the accompanying statements of operations reflect no expense related to these services for the years ended March 31, 2019 and 2018 or the period from June 22, 2016 to March 31, 2017, respectively. Management Fees Under the terms of the LLC Agreement, the Joint Venture is required to fund the cost of preparing for and executing an initial registration statement. Such costs may include legal, accounting and other professional service fees. To the extent that these fees are incurred for the benefit of the Joint Venture and funded by the Joint Venture, they are excluded from the Company’s financial statements. For other costs that are incurred by the Company for its benefit but funded by the Joint Venture, the reimbursement of such costs has been presented in the accompanying statements of operations as Management fees. Letter Agreement The Company, the Joint Venture, McKesson and certain of McKesson’s affiliates have entered into a letter agreement relating to the Contribution Agreement (the “Letter Agreement”). The Letter Agreement addresses miscellaneous tax-related spin-off split-off In particular, pursuant to the terms of the Letter Agreement, McKesson may adjust the manner in which depreciation or amortization deductions in respect of assets transferred to the Joint Venture at the closing of the Joint Venture Transactions are allocated among the Company, McKesson and certain of McKesson’s affiliates. If McKesson chooses to allocate an amount of deductions to the Company in excess of a specified minimum threshold, the Company will be required to make cash payments to McKesson equal to 100% of the tax savings of the Company attributable to such excess deductions for any tax period ending prior to the date on which McKesson ceases to own at least 20% of the outstanding LLC Units of the Joint Venture, after which the terms of the McKesson Tax Receivable Agreement will control. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 7. Fair Value Measurements The Company’s assets and liabilities that are measured at fair value on a recurring basis consist of the Company’s Dividend Receivable and Other Investments. The debt component of the tangible equity units issued by the Company is a Level 2 liability measured at fair value on a nonrecurring basis based on available market data and a discounted cash flow analysis (see Note 10). The tables below summarize the Dividend Receivable and Other Investments as of December 31, 2019 and March 31, 2019, aggregated by the level in the fair value hierarchy within which those measurements fall. Description Balance at Quoted in Significant Significant Other Investments (see Note 11) $ 344,943 $ — $ 344,943 $ — Dividend Receivable 68,344 — — 68,344 Total $ 413,287 $ — $ 344,943 $ 68,344 Description Balance at Quoted in Significant Significant Other Investments (see Note 11) $ — $ — $ — $ — Dividend Receivable 81,264 — — 81,264 Total $ 81,264 $ — $ — $ 81,264 Other Investments The Company invested in a unit purchase contract and a debt instrument of the Joint Venture on terms that substantially mirror the economics of the TEUs (see Note 10). At December 31, 2019 and March 31, 2019, the Company’s investment in the Joint Venture’s debt securities were classified as “available-for-sale” The following table presents a reconciliation of the activity related to the other investments for the nine months ended December 31, 2019: Nine Months Ended 2019 2018 Balance at beginning of period $ — $ — Initial investment 278,875 — Proceeds from investment in securities of the Joint Venture (7,332 ) — Change in fair value 73,400 — Balance at end of period $ 344,943 $ — Dividend Receivable The Company is entitled to receive an additional unit of the Joint Venture for each share of stock issued by the Company. In the case of equity-based awards, the requirement to receive an additional unit of the Joint Venture upon exercise of such awards represents a freestanding derivative. Because the fair value measurement of this derivative involves significant unobservable inputs, the most significant of which is the use of a levered volatility calculation of a peer group of companies, the Company has determined that it represents a Level 3 fair value measurement. Because the freestanding derivative is directly related to the Company’s equity-based compensation awards, the valuation of the derivative is determined to be consistent with the valuation of the underlying equity-based awards (although we use a current period measurement date). As with the equity-based awards, changes in the value of the derivative are generally expected to fluctuate with changes in the value of the Company’s common stock. The following table summarizes the fair value of the freestanding derivative at December 31, 2019 and March 31, 2019, respectively: Fair Values of Derivative Financial Instruments Asset (Liability) Derivative financial instruments not designated Balance Sheet Location December 31, March 31, Freestanding Option Dividend receivable $ 68,344 $ 81,264 $ 68,344 $ 81,264 The following table presents a reconciliation of the fair value of the derivative for which the Company uses significant unobservable inputs: Nine Months Ended 2019 2018 Balance at beginning of period $ 81,264 $ 59,116 Increase in fair value based on ASC 505 equity-based compensation — 16,378 Settlements due to exercise of awards (1,670 ) (1,297 ) Change in fair value of equity-based awards (11,250 ) — Balance at end of period $ 68,344 $ 74,197 As the dividend receivable was initially received in connection with the contribution of assets to the Joint Venture, the initial fair value was treated as a component of the Company’s contribution of assets and receipt of its Investment in the Joint Venture. During the nine months ended December 31, 2019 and 2018, the Company recognized changes in the balance of the Dividend Receivable as a component of Loss from Equity Method Investment in the Joint Venture. The result was that no net equity-based compensation related to employees of the Joint Venture was recognized in the financial statements of the Company for the nine months ended December 31, 2019 and 2018. Following the adoption of FASB ASU No. 2018-07, No. 2018-07, | 12. Fair Value Measurements The Company is entitled to receive an additional LLC Unit for each share of stock issued by the Company. In the case of equity-based awards, the requirement to receive an additional LLC Unit upon exercise of such awards represents a freestanding derivative. Because the fair value measurement of this derivative involves significant unobservable inputs, the most significant of which is the value of the Company’s stock, the Company has determined that it represents a Level 3 fair value measurement. Because the freestanding derivative is directly related to the Company’s equity-based compensation awards, the valuation of the derivative is determined consistent with the valuation of the underlying equity-based awards. As with the equity-based awards, changes in the value of the derivative are generally expected to fluctuate with changes in the value of the Company’s stock. The following table summarizes the fair value of the freestanding derivative at March 31, 2019 and 2018: Fair Values of Derivative Financial Instruments Derivative financial instruments not designated as hedging instruments: Balance March 31, March 31, Freestanding Option Dividend $ 81,264 $ 59,116 $ 81,264 $ 59,116 The following table presents a reconciliation of the fair value of the derivative for which the Company uses significant unobservable inputs: Year Ended Year Ended Period from Balance at beginning of period $ 59,116 $ 39,724 $ — Receipt of derivative upon contribution of assets to the Joint Venture — — 39,724 Increase in fair value based on ASC 505 equity-based compensation 20,135 24,700 — Settlements due to exercise of awards (1,297 ) (5,308 ) — Change in fair value following the performance completion date 3,310 — — Balance at end of period $ 81,264 $ 59,116 $ 39,724 As the dividend receivable was initially received in connection with the contribution of assets to the Joint Venture, the initial fair value was treated as a component of the Company’s contribution of assets and receipt of its Investment in Change Healthcare. During 2019 and 2018, the Company recognized an increase in the Dividend Receivable, which was equal to the amount of equity-based compensation recognized and was recorded as a component of Loss from Equity Method Investment in the Joint Venture. The result is that no net equity-based compensation related to employees of the Joint Venture is recognized in the financial statements of the Company. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Text Block [Abstract] | ||
Accumulated Other Comprehensive Income (Loss) | 8. Accumulated Other Comprehensive Income (Loss) The following is a summary of the Company’s proportionate share of the Joint Venture’s accumulated other comprehensive income (loss) balances, net of taxes, as of and for the nine months ended December 31, 2019 and 2018. Available Foreign Cash Flow Accumulated Balance at March 31, 2018 $ — $ 1,268 $ 1,268 $ 2,536 Cumulative effect of accounting change of the Joint Venture-ASU 2017-12 — — 490 490 Change associated with foreign currency translation — (2,593 ) — (2,593 ) Change associated with current period hedging — — 1,206 1,206 Reclassification into earnings — — (424 ) (424 ) Balance at June 30, 2018 $ — $ (1,325 ) $ 2,540 $ 1,215 Change associated with foreign currency translation — 566 — 566 Change associated with current period hedging — — 1,866 1,866 Reclassification into earnings — — (388 ) (388 ) Balance at September 30, 2018 $ — $ (759 ) $ 4,018 $ 3,259 Change associated with foreign currency translation — (2,418 ) — (2,418 ) Change associated with current period hedging — (6,168 ) (6,168 ) Reclassification into earnings — — (375 ) (375 ) Balance at December 31, 2018 $ — $ (3,177 ) $ (2,525 ) $ (5,702 ) Balance at March 31, 2019 $ — $ (1,565 ) $ (1,691 ) $ (3,256 ) Cumulative effect of accounting change of the Joint Venture-ASU 2018-02 — — 422 422 Change associated with foreign currency translation — 226 — 226 Change associated with current period hedging — — (5,117 ) (5,117 ) Reclassification into earnings — — (314 ) (314 ) Balance at June 30, 2019 $ — $ (1,339 ) $ (6,700 ) $ (8,039 ) Unrealized gain (loss) on available for sale debt securities of the Joint Venture 1,173 — — 1,173 Change associated with foreign currency translation — 1,583 — 1,583 Change associated with current period hedging — — (1,509 ) (1,509 ) Reclassification into earnings — — 199 199 Balance at September 30, 2019 $ 1,173 $ 244 $ (8,010 ) $ (6,593 ) Unrealized gain (loss) on available for sale debt securities of the Joint Venture 134 134 Change associated with foreign currency translation — 1,728 — 1,728 Change associated with current period hedging — — 289 289 Reclassification into earnings — — 1,024 1,024 Balance at December 31, 2019 $ 1,307 1,972 $ (6,697 ) $ (3,418 ) Effective April 1, 2018, the Joint Venture adopted FASB ASU No. 2017-12, Effective April 1, 2019, the Joint Venture adopted FASB ASU No. 2018-02, As an investor in the Joint Venture, the Company has recognized its proportionate amount of these reclassifications as presented in the table above. | 13. Accumulated Other Comprehensive Income (Loss) The following is a summary of the Company’s proportionate share of the Joint Venture’s accumulated other comprehensive income (loss) balances, net of taxes, as of and for the years ended March 31, 2019 and 2018 and the period from June 22, 2016 (inception) to March 31, 2017. Foreign Cash Flow Accumulated Balance at June 22, 2016 (inception) $ — $ — $ — Change associated with foreign currency translation 26 — 26 Change associated with current period hedging (net of taxes of $194) — (337 ) (337 ) Reclassification into earnings — (1 ) (1 ) Balance at March 31, 2017 $ 26 $ (338 ) $ (312 ) Change associated with foreign currency translation 1,242 — 1,242 Change associated with current period hedging (net of taxes of $623) — 1,267 1,267 Reclassification into earnings — 339 339 Balance at March 31, 2018 $ 1,268 $ 1,268 $ 2,536 Cumulative effect of accounting change by the Joint Venture 490 490 Change associated with foreign currency translation (2,833 ) — (2,833 ) Change associated with current period hedging (net of taxes of $2,139) — (1,671 ) (1,671 ) Reclassification into earnings — (1,778 ) (1,778 ) Balance at March 31, 2019 $ (1,565 ) $ (1,691 ) $ (3,256 ) |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 12. Subsequent Events Qualified McKesson Exit On February 10, 2020, McKesson announced the commencement of an exchange offer relating to the Company’s common stock. As part of the exchange offer, McKesson shareholders have the opportunity to exchange some or all of their shares of McKesson common stock for shares of common stock of McKesson’s wholly-owned subsidiary, PF2 SpinCo, Inc. (“SpinCo”), which will hold all of McKesson’s interest in the Joint Venture. Upon completion of a merger of SpinCo with and into the Company, the shares of common stock of SpinCo will be immediately converted into an equal number of shares of the Company’s common stock. The Company has filed a registration statement on Form S-4 | 14. Subsequent Events Registration Statement on Form S-1 The Company has filed a Registration Statement on Form S-1 The Company has evaluated subsequent events through June 26, 2019, the date the financial statements were available to be issued. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation Principles of Consolidation The accompanying unaudited condensed 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 Rule 10-01 Regulation S-X 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 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 expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Estimates and assumptions by management affect: the carrying value of the Company’s investments; the provision and benefit for income taxes and related deferred tax accounts; contingencies; and the value attributed to equity awards. Additionally, the Company’s financial statements are impacted by estimates and assumptions made by management that affect the financial statements of the Joint Venture, including: 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 cap agreement obligations; measurement of the components of tangible equity units; contingent consideration; loss accruals; the carrying value of long-lived assets (including goodwill and intangible assets); the classification and measurement of assets held for sale; 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. Tangible Equity Units In connection with the initial public offering, the Company completed an offering of tangible equity units (TEUs). Each TEU comprises an amortizing note and purchase contract, both of which are freestanding instruments and separate units of account. The amortizing notes were issued at par and are classified as debt on the accompanying condensed consolidated balance sheet, with scheduled principal payments over the next twelve months reflected in current maturities of long-term debt. The purchase contracts are accounted for as prepaid forward contracts and classified as equity. The TEU proceeds and issuance costs were allocated to the amortizing notes and purchase contracts on a relative fair value basis. See Note 10 for further discussion. Other Investments The Company holds investments in tangible equity units issued by the Joint Venture with terms that substantially mirror the TEUs issued by the Company. Each TEU comprises an amortizing note and forward purchase contract, both of which are freestanding instruments and separate units of account. The Company accounts for its investment in each component at fair value. Unrealized gains and losses resulting from changes in the fair value of the investment in debt securities are included as a component of other comprehensive income. Unrealized gains and losses resulting from changes in the fair value of the investment in the equity purchase contracts are recorded in current period earnings, in accordance with ASU 2016-01. Recently Adopted Accounting Pronouncements In April 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2018-07 In April 2019, the Joint Venture adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, No. 2018-19, In August 2018, the FASB issued ASU 2018-13, which 2018-13 |
Equity Based Compensation
Equity Based Compensation | 9 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Based Compensation | 9. Equity Based Compensation Effective as of the Company’s initial public offering, the Company adopted the Change Healthcare Inc. 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) pursuant to which 25.0 million shares of the Company’s common stock have been reserved for issuance to employees, directors and consultants of the Company, the Joint Venture and its affiliates. In connection with the Omnibus Incentive Plan, the Company, during the nine months ended December 31, 2019, granted to the Joint Venture’s employees and directors one or a combination of time-vesting restricted stock units (RSUs), time-vesting deferred stock units, performance stock units, and cash settled restricted stock units under vesting terms that generally vary from one to four years from the date of grant. Each of these instruments is described below. Restricted Stock Units (“RSUs” Performance Stock Units (“PSUs” Cash Settled Restricted Stock Units (“CSRSUs” Deferred Stock Units (“DSUs”)— one-year During the nine months ended December 31, 2019 the Joint Venture recognized compensation expense related to awards granted under the Omnibus Incentive Plan of $12,257. At December 31, 2019, aggregate unrecognized compensation expense of the Joint Venture related to awards granted under the Omnibus Incentive Plan was $78,788. |
Tangible Equity Units
Tangible Equity Units | 9 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Tangible Equity Units | 10. Tangible Equity Units In July 2019, the Company completed its offering of 5,750,000 TEUs. Total proceeds, net of underwriting discounts, were $278,875. Each TEU, which has a stated amount of $50, is comprised of a stock purchase contract and a senior amortizing note due June 30, 2022. The Company allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of the respective components of each TEU. The value allocated to the stock purchase contracts is reflected net of issuance costs in additional paid in capital. The value allocated to the senior amortizing notes is reflected in debt on the accompanying balance sheet, with payments expected in the next twelve months reflected in current maturities of long-term debt. Issuance costs, reflected as a reduction of the face amount of the amortizing notes, are being accreted to the face amount of the debt under the effective interest method. The aggregate values assigned upon issuance of the TEUs, based on the relative fair value of the respective components of each TEU, were as follows: Equity Debt Total Price per TEU $ 41.7622 $ 8.2378 $ 50.00 Gross proceeds 240,133 47,367 287,500 Issuance costs (7,204 ) (1,421 ) (8,625 ) Net proceeds $ 232,929 $ 45,946 $ 278,875 Each senior amortizing note has an initial principal amount of $8.2378 and bears interest at 5.5% per year. On each March 30, June 30, September 30 and December 30, the Company pays equal quarterly cash installments of $0.7500 per amortizing note (except for the September 30, 2019 installment payment, which was $0.7417 per amortizing note). Each installment constitutes a payment of interest and partial payment of principal. The carrying value and fair value of the senior amortizing notes as of December 31, 2019 was $38,626 and $40,365, respectively. Unless settled earlier, each purchase contract will automatically settle on June 30, 2022. The Company will deliver between a minimum of 18,429,325 shares and a maximum of 22,115,075 shares of the Company’s common stock, subject to adjustment, based on the Applicable Market Value (as defined below) of the Company’s common stock as described below: • If the Applicable Market Value is greater than $15.60 per share, holders will receive 3.2051 shares of common stock per purchase contract. • If the Applicable Market Value is less than or equal to $15.60 per share but greater than or equal to $13.00 per share, the holder will receive a number of shares of the Company’s common stock per purchase contract equal to $50, divided by the Applicable Market Value; and • If the Applicable Market Value is less than $13.00 per share, the holder will receive 3.8461 shares of common stock per purchase contract. The Applicable Market Value is defined as the arithmetic average of the volume weighted average price per share of the Company’s common stock over the twenty consecutive trading day period immediately preceding the balance sheet date, or June 30, 2022, for settlement of the stock purchase contracts. The TEUs have a dilutive effect on the Company’s net income (loss) per share. The 18,429,325 minimum shares to be issued are included in the calculation of basic net income (loss) per share. The difference between the minimum shares and the maximum shares are potentially dilutive securities, and accordingly, are included in the Company’s diluted net income (loss) per share on a pro rata basis to the extent the Applicable Market Value is higher than $13.00 but is less than $15.60 at period end. |
Other Investments
Other Investments | 9 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Other Investments | 11. Other Investments The proceeds of the offering of TEUs were used to acquire TEUs of the Joint Venture that substantially mirror the terms of the TEUs included in the offering. Under these mirrored arrangements, the Joint Venture is required to make cash payments or to transfer LLC Units to the Company concurrent with any cash payments or issuance of shares by the Company pursuant to the terms of its TEUs. The Company accounts for these mirror arrangements as investments in debt and equity securities. At December 31, 2019 and March 31, 2019, the Company’s investment in debt securities are classified as “available-for-sale” A summary of the Company’s other investments at December 31, 2019 and March 31, 2019 is summarized in the tables that follow. December 31, 2019 Unrealized Amounts Amortized Gains Losses Fair Value Debt Securities (Level 2) $ 38,614 $ 1,751 $ — $ 40,365 Forward Purchase Contracts (Level 2) $ 232,929 $ 71,649 $ — 304,578 $ 344,943 Amounts classified within current assets 15,362 Amounts classified within Other investments $ 329,581 March 31, 2019 Unrealized Amounts Amortized Gains Losses Fair Debt Securities $ — $ — $ — $ — Forward Purchase Contracts $ — $ — $ — — — Amounts classified within current assets — Amounts classified within Other investments $ — Scheduled maturities of investments in debt securities at December 31, 2019 were as follows: Amortized Fair Due in one year or less $ 15,362 $ 15,362 Due after one year through five years 23,252 25,003 Due after five years through ten years — — Due after ten years — — $ 38,614 $ 40,365 The portion of unrealized gains and losses for each period related to equity securities still held at each reporting date is calculated as follows: Nine Months Ended 2019 2018 Net gains and losses recognized during the period on equity securities $ 71,649 $ — Less: Net gains and losses recognized during the period on equity securities sold during the period — — Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date $ 71,649 $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Because of the significance of the Joint Venture to the Company’s financial position and results of operations, the Company is required to provide consolidated financial statements of the Joint Venture pursuant to Rule 3-09 S-X. All intercompany accounts and transactions have been eliminated in the financial statements. | |
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 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 expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Estimates and assumptions by management affect: the carrying value of the Company’s investments; the provision and benefit for income taxes and related deferred tax accounts; contingencies; and the value attributed to equity awards. Additionally, the Company’s financial statements are impacted by estimates and assumptions made by management that affect the financial statements of the Joint Venture, including: 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 cap agreement obligations; measurement of the components of tangible equity units; contingent consideration; loss accruals; the carrying value of long-lived assets (including goodwill and intangible assets); the classification and measurement of assets held for sale; 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. | 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 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 expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Estimates and assumptions by management affect: the carrying value of the Company’s investment; the provision and benefit for income taxes and related deferred tax accounts; contingencies; and the value attributed to equity awards. |
Equity Method Investment in the Joint Venture | Equity Method Investment in the Joint Venture The Company accounts for its investment in the Joint Venture using the equity method. The Company evaluates its equity method investment for impairment whenever an event or change in circumstances occurs that may have a significant adverse impact on the carrying value of the investment. If a loss in value has occurred that is deemed to be other than temporary, an impairment loss is recorded. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. The Company’s cash and cash equivalents are deposited with several financial institutions. Deposits may exceed the amounts insured by the Federal Deposit Insurance Corporation in the U.S. and similar deposit insurance programs in other jurisdictions. The Company mitigates the risk of its short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk profiles. | |
Equity Compensation | Equity Compensation The Company grants certain equity awards to employees of the Joint Venture under the Company’s 2009 Equity Incentive Plan (the “Equity Plan”). Because these equity awards have been granted to employees of the Company’s equity method investee, they are subject to the accounting framework for awards granted to non-employees. re-measured The Company recognizes this deemed dividend as a receivable equal to the cumulative amount of stock compensation expense recognized by the Joint Venture for any outstanding equity awards. The dividend receivable is relieved upon exercise of the respective underlying equity awards. | |
Income Taxes | Income Taxes The Company records deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities, as well as differences relating to the timing of recognition of income and expenses. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, reversing taxable temporary differences, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Company recognizes tax benefits for uncertain tax positions at the time the Company concludes that the tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. The benefit, if any, is measured as the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard, upon resolution through negotiation or litigation with the taxing authority or on expiration of the statute of limitations. | |
Classification of Distributions Received from the Joint Venture | Classification of Distributions Received from the Joint Venture The Company classifies distributions received from its equity method investee in its statement of cash flows according to the nature of the distribution. | |
Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In April 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2018-07 In April 2019, the Joint Venture adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, No. 2018-19, In August 2018, the FASB issued ASU 2018-13, which 2018-13 | Accounting Pronouncements Not Yet Adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed 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 Rule 10-01 Regulation S-X | |
Tangible Equity Units | Tangible Equity Units In connection with the initial public offering, the Company completed an offering of tangible equity units (TEUs). Each TEU comprises an amortizing note and purchase contract, both of which are freestanding instruments and separate units of account. The amortizing notes were issued at par and are classified as debt on the accompanying condensed consolidated balance sheet, with scheduled principal payments over the next twelve months reflected in current maturities of long-term debt. The purchase contracts are accounted for as prepaid forward contracts and classified as equity. The TEU proceeds and issuance costs were allocated to the amortizing notes and purchase contracts on a relative fair value basis. See Note 10 for further discussion. | |
Other Investments | Other Investments The Company holds investments in tangible equity units issued by the Joint Venture with terms that substantially mirror the TEUs issued by the Company. Each TEU comprises an amortizing note and forward purchase contract, both of which are freestanding instruments and separate units of account. The Company accounts for its investment in each component at fair value. Unrealized gains and losses resulting from changes in the fair value of the investment in debt securities are included as a component of other comprehensive income. Unrealized gains and losses resulting from changes in the fair value of the investment in the equity purchase contracts are recorded in current period earnings, in accordance with ASU 2016-01. |
Equity Method Investment in C_2
Equity Method Investment in Change Healthcare LLC (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Summarized Financial Information of the Joint Venture | Summarized financial information of the Joint Venture is as follows: Nine Months Ended 2019 2018 Statement of Operations Data: Total revenue $ 2,459,593 $ 2,445,390 Cost of operations (exclusive of depreciation and amortization) $ 998,943 $ 1,007,328 Customer postage $ 171,288 $ 180,706 Net income (loss) $ 102,973 $ 138,955 | Summarized financial information of the Joint Venture is as follows: Year Ended Year Ended Period of Statement of Operations Data: Net revenue $ 3,281,729 $ 3,298,843 $ 309,587 Cost of operations (exclusive of depreciation and amortization) $ 1,354,655 $ 1,407,893 $ 133,688 Customer postage $ 238,618 $ 274,397 $ 26,132 Net income (loss) $ 176,670 $ 192,442 $ (83,592 ) March 31, 2019 March 31, 2018 Balance Sheet Data (at period end): Current assets $ 980,463 $ 901,712 Long-term assets $ 5,223,675 $ 5,299,215 Current liabilities $ 889,783 $ 969,495 Long-term liabilities $ 6,219,141 $ 6,297,612 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Computation of Basic Net Income (Loss) Per Share of Common Stock | The following table sets forth the computation of basic net income (loss) per share of common stock for the periods indicated: Nine Months Ended 2019 2018 Basic net income (loss) per share: Numerator: Net income (loss) $ (80,716 ) $ (48,480 ) Denominator: Weighted average common shares outstanding 108,371,642 75,525,645 Minimum shares issuable under purchase contracts 12,286,217 — 120,657,859 75,525,645 Basic net income (loss) per share $ (0.67 ) $ (0.64 ) Diluted net income per share: Numerator: Net income (loss) $ (80,716 ) $ (48,480 ) Denominator: Number of shares used in basic computation 120,657,859 75,525,645 Weighted average effect of dilutive securities Add: Dilutive shares issuable under purchase contracts — — Time-Vesting Options — — Deferred Stock Units — — Restricted Share Units — — 120,657,859 75,525,645 Diluted net income (loss) per share $ (0.67 ) $ (0.64 ) | Year Ended Year Ended Period from Basic net income per share: Numerator: Net income (loss) $ (52,012 ) $ 60,955 $ (26,294 ) Denominator: Weighted average common shares outstanding 75,513,130 75,590,613 8,268,077 Basic net income (loss) per share $ (0.69 ) $ 0.81 $ (3.18 ) Diluted net income per share: Numerator: Net income (loss) $ (52,012 ) $ 60,955 $ (26,294 ) Denominator: Number of shares used in basic computation 75,513,130 75,590,613 8,268,077 Weighted average effect of dilutive securities Add: Replacement Time-Vesting Options — 2,051,346 — Replacement Restricted Share Units — 28,440 — RSUs — 130,697 — 75,513,130 77,801,096 8,268,077 Diluted net income (loss) per share $ (0.69 ) $ 0.78 $ (3.18 ) |
Antidilutive Securities Excluded from Diluted Net Income (Loss) Per Share | Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per share for the periods indicated: Nine Months Ended 2019 2018 Incremental shares issuable under purchase contracts 1,712,220 — Time-Vesting Options 1,290,327 1,846,029 Deferred Stock Units 6,167 — Restricted Stock Units 605,830 — | Year Ended Year Ended Period from Time-Vesting Options — 4,570,624 — Replacement Time-Vesting Options 1,869,456 — 5,790,257 Replacement Restricted Share Units — — 75,840 |
Incentive Compensation Plans (T
Incentive Compensation Plans (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Schedule of Weighted Average Fair Value Assumptions | The following table summarizes the weighted average fair value of awards using the Black-Scholes and Monte Carlo Simulation option pricing models, as appropriate, and the weighted average assumptions used to develop the fair value estimates under each of the valuation models for the years ended March 31, 2019 and 2018. Year Ended March 31, 2019: Time-Vesting Exit-Vesting Replacement Exit-Vesting Weighted average fair value of awards $ 9.78 $ 5.90 $ 12.80 Expected dividend yield — % — % — % Expected volatility 52.5 % 52.9 % 62.2 % Risk-free interest rate 2.2 % 2.2 % 2.3 % Expected term (years) 4.5 % 5.1 % 1.9 Year Ended March 31, 2018: Weighted average fair value of awards $ 9.45 $ 6.53 $ 11.94 Expected dividend yield — % — % — % Expected volatility 52.2 % 52.1 % 57.6 % Risk-free interest rate 2.7 % 2.7 % 2.4 % Expected term (years) 5.5 6.2 3.0 |
Replacement Awards Issued Stock Options [Member] | |
Schedule of Award Option Activity | The following table summarizes Replacement Award option activity for the year ended March 31, 2019: Replacement Time- Weighted Average Weighted Average Aggregate Intrinsic Outstanding at April 1, 2018 4,867,284 $ 11.77 5.4 $ 35,137 Granted — — — — Exercised (204,641 ) 10.70 — 1,695 Expired — — — — Forfeited (133,352 ) — — 741 Outstanding at March 31, 2019 4,529,291 11.76 4.4 $ 39,896 Exercisable at March 31, 2019 4,529,291 11.76 4.4 $ 39,896 |
Replacement Exit-Vesting Restricted Stock [Member] | |
Schedule of Replacement Exit Vesting Restricted Stock Activity | The following table summarizes Replacement Exit-Vesting Restricted Stock activity for the year ended March 31, 2019: Replacement Exit-Vesting Unvested at April 1, 2018 1,352,859 Granted — Canceled (91,260 ) Vested — Unvested at March 31, 2019 1,261,599 |
Time Vesting Options and Exit Vesting Options [Member] | |
Schedule of Award Option Activity | The following table summarized time-vesting and exit-vesting option activity for the year ended March 31, 2019: Awards Weighted Average Weighted Average Aggregate Time- Exit- Time- Exit- Time- Exit- Time- Exit- Outstanding at April 1, 2018 6,647,249 6,639,286 $ 18.99 $ 18.99 8.9 8.9 $ — $ — Granted 2,001,544 1,980,056 18.99 18.99 9.2 9.2 — — Exercised — — — — — — — — Expired — — — — — — — — Forfeited (1,660,390 ) (2,114,798 ) 18.99 18.99 — — — — Outstanding at March 31, 2019 6,988,403 6,504,544 18.99 18.99 8.0 8.0 11,058 10,292 Exercisable at March 31, 2019 3,119,299 — $ 18.99 $ — 8.0 — $ 4,936 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision (benefit) for the years ended March 31, 2019 and 2018 and for the period from June 22, 2016 (inception) to March 31, 2017 was as follows: Year Ended Year Ended June 22, 2016 Current: Federal $ — $ — $ — State — — — Current income tax provision (benefit) — — — Deferred: Federal (15,468 ) (116,563 ) (14,420 ) State (3,127 ) (3,058 ) (2,389 ) Deferred income tax provision (benefit) (18,595 ) (119,621 ) (16,809 ) Total income tax provision (benefit) $ (18,595 ) $ (119,621 ) $ (16,809 ) |
Schedule of Effective Income Tax Rate | The reconciliation between the federal statutory rate and the effective income tax rate is as follows: Year Ended Year Ended June 22, 2016 Statutory U.S. federal tax rate 21.0 % 31.5 % 35.0 % State income taxes (net of federal benefit) 3.5 3.6 3.6 Remeasurement of deferred tax assets and liabilities arising from the Tax Legislation — 166.9 — Research and development tax credit 1.6 2.4 0.5 Other 0.2 (0.5 ) (0.1 ) Effective income tax rate 26.3 % 203.9 % 39.0 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets (liabilities) as of March 31, 2019 and 2018 were as follows: March 31, March 31, Deferred tax assets and (liabilities): Investment in the Joint Venture $ (190,448 ) $ (192,681 ) Net operating loss carryover 19,958 9,757 Interest disallowance from the Joint Venture 7,711 — Tax credits 2,786 1,621 Net deferred tax assets and (liabilities) $ (159,993 ) $ (181,303 ) Reported as: Non-current — — Non-current (159,993 ) (181,303 ) Net deferred tax assets and (liabilities) $ (159,993 ) $ (181,303 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Summary of Fair Value of Freestanding Derivative | The following table summarizes the fair value of the freestanding derivative at December 31, 2019 and March 31, 2019, respectively: Fair Values of Derivative Financial Instruments Asset (Liability) Derivative financial instruments not designated Balance Sheet Location December 31, March 31, Freestanding Option Dividend receivable $ 68,344 $ 81,264 $ 68,344 $ 81,264 | The following table summarizes the fair value of the freestanding derivative at March 31, 2019 and 2018: Fair Values of Derivative Financial Instruments Derivative financial instruments not designated as hedging instruments: Balance March 31, March 31, Freestanding Option Dividend $ 81,264 $ 59,116 $ 81,264 $ 59,116 |
Reconciliation of Fair Value Derivative Using Unobservable Inputs | The following table presents a reconciliation of the fair value of the derivative for which the Company uses significant unobservable inputs: Nine Months Ended 2019 2018 Balance at beginning of period $ 81,264 $ 59,116 Increase in fair value based on ASC 505 equity-based compensation — 16,378 Settlements due to exercise of awards (1,670 ) (1,297 ) Change in fair value of equity-based awards (11,250 ) — Balance at end of period $ 68,344 $ 74,197 | The following table presents a reconciliation of the fair value of the derivative for which the Company uses significant unobservable inputs: Year Ended Year Ended Period from Balance at beginning of period $ 59,116 $ 39,724 $ — Receipt of derivative upon contribution of assets to the Joint Venture — — 39,724 Increase in fair value based on ASC 505 equity-based compensation 20,135 24,700 — Settlements due to exercise of awards (1,297 ) (5,308 ) — Change in fair value following the performance completion date 3,310 — — Balance at end of period $ 81,264 $ 59,116 $ 39,724 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Description Balance at Quoted in Significant Significant Other Investments (see Note 11) $ 344,943 $ — $ 344,943 $ — Dividend Receivable 68,344 — — 68,344 Total $ 413,287 $ — $ 344,943 $ 68,344 Description Balance at Quoted in Significant Significant Other Investments (see Note 11) $ — $ — $ — $ — Dividend Receivable 81,264 — — 81,264 Total $ 81,264 $ — $ — $ 81,264 | |
Reconciliation of Activity Related Other Investments | The following table presents a reconciliation of the activity related to the other investments for the nine months ended December 31, 2019: Nine Months Ended 2019 2018 Balance at beginning of period $ — $ — Initial investment 278,875 — Proceeds from investment in securities of the Joint Venture (7,332 ) — Change in fair value 73,400 — Balance at end of period $ 344,943 $ — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Text Block [Abstract] | ||
Summary of Accumulated Other Comprehensive Income (Loss) | Available Foreign Cash Flow Accumulated Balance at March 31, 2018 $ — $ 1,268 $ 1,268 $ 2,536 Cumulative effect of accounting change of the Joint Venture-ASU 2017-12 — — 490 490 Change associated with foreign currency translation — (2,593 ) — (2,593 ) Change associated with current period hedging — — 1,206 1,206 Reclassification into earnings — — (424 ) (424 ) Balance at June 30, 2018 $ — $ (1,325 ) $ 2,540 $ 1,215 Change associated with foreign currency translation — 566 — 566 Change associated with current period hedging — — 1,866 1,866 Reclassification into earnings — — (388 ) (388 ) Balance at September 30, 2018 $ — $ (759 ) $ 4,018 $ 3,259 Change associated with foreign currency translation — (2,418 ) — (2,418 ) Change associated with current period hedging — (6,168 ) (6,168 ) Reclassification into earnings — — (375 ) (375 ) Balance at December 31, 2018 $ — $ (3,177 ) $ (2,525 ) $ (5,702 ) Balance at March 31, 2019 $ — $ (1,565 ) $ (1,691 ) $ (3,256 ) Cumulative effect of accounting change of the Joint Venture-ASU 2018-02 — — 422 422 Change associated with foreign currency translation — 226 — 226 Change associated with current period hedging — — (5,117 ) (5,117 ) Reclassification into earnings — — (314 ) (314 ) Balance at June 30, 2019 $ — $ (1,339 ) $ (6,700 ) $ (8,039 ) Unrealized gain (loss) on available for sale debt securities of the Joint Venture 1,173 — — 1,173 Change associated with foreign currency translation — 1,583 — 1,583 Change associated with current period hedging — — (1,509 ) (1,509 ) Reclassification into earnings — — 199 199 Balance at September 30, 2019 $ 1,173 $ 244 $ (8,010 ) $ (6,593 ) Unrealized gain (loss) on available for sale debt securities of the Joint Venture 134 134 Change associated with foreign currency translation — 1,728 — 1,728 Change associated with current period hedging — — 289 289 Reclassification into earnings — — 1,024 1,024 Balance at December 31, 2019 $ 1,307 1,972 $ (6,697 ) $ (3,418 ) | Foreign Cash Flow Accumulated Balance at June 22, 2016 (inception) $ — $ — $ — Change associated with foreign currency translation 26 — 26 Change associated with current period hedging (net of taxes of $194) — (337 ) (337 ) Reclassification into earnings — (1 ) (1 ) Balance at March 31, 2017 $ 26 $ (338 ) $ (312 ) Change associated with foreign currency translation 1,242 — 1,242 Change associated with current period hedging (net of taxes of $623) — 1,267 1,267 Reclassification into earnings — 339 339 Balance at March 31, 2018 $ 1,268 $ 1,268 $ 2,536 Cumulative effect of accounting change by the Joint Venture 490 490 Change associated with foreign currency translation (2,833 ) — (2,833 ) Change associated with current period hedging (net of taxes of $2,139) — (1,671 ) (1,671 ) Reclassification into earnings — (1,778 ) (1,778 ) Balance at March 31, 2019 $ (1,565 ) $ (1,691 ) $ (3,256 ) |
Tangible Equity Units (Tables)
Tangible Equity Units (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Schedule of Aggregate Values Assigned upon Issuance of Tangible Equity Units | The aggregate values assigned upon issuance of the TEUs, based on the relative fair value of the respective components of each TEU, were as follows: Equity Debt Total Price per TEU $ 41.7622 $ 8.2378 $ 50.00 Gross proceeds 240,133 47,367 287,500 Issuance costs (7,204 ) (1,421 ) (8,625 ) Net proceeds $ 232,929 $ 45,946 $ 278,875 |
Other Investments (Tables)
Other Investments (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Other Invesments | A summary of the Company’s other investments at December 31, 2019 and March 31, 2019 is summarized in the tables that follow. December 31, 2019 Unrealized Amounts Amortized Gains Losses Fair Value Debt Securities (Level 2) $ 38,614 $ 1,751 $ — $ 40,365 Forward Purchase Contracts (Level 2) $ 232,929 $ 71,649 $ — 304,578 $ 344,943 Amounts classified within current assets 15,362 Amounts classified within Other investments $ 329,581 March 31, 2019 Unrealized Amounts Amortized Gains Losses Fair Debt Securities $ — $ — $ — $ — Forward Purchase Contracts $ — $ — $ — — — Amounts classified within current assets — Amounts classified within Other investments $ — |
Schedule of Maturities of Investments in Debt Securities | Scheduled maturities of investments in debt securities at December 31, 2019 were as follows: Amortized Fair Due in one year or less $ 15,362 $ 15,362 Due after one year through five years 23,252 25,003 Due after five years through ten years — — Due after ten years — — $ 38,614 $ 40,365 |
Schedule of Unrealized Gains and Losses Related to Equity Securities | The portion of unrealized gains and losses for each period related to equity securities still held at each reporting date is calculated as follows: Nine Months Ended 2019 2018 Net gains and losses recognized during the period on equity securities $ 71,649 $ — Less: Net gains and losses recognized during the period on equity securities sold during the period — — Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date $ 71,649 $ — |
Nature of Business and Organi_2
Nature of Business and Organization - (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jul. 01, 2019USD ($)shares | Jun. 26, 2019$ / sharesshares | Jul. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Ownership percentage in Joint Venture | 41.00% | 41.00% | 30.00% | |||
Payment to acquire joint venture | shares | 37,920,000 | |||||
Stated interest rate | 5.50% | |||||
Stock split conversion ratio | 126.4 | |||||
Common Stock, shares authorized | shares | 9,000,000,000 | 9,000,000,000 | 252,800,000 | 252,800,000 | ||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | shares | 900,000,000 | 900,000,000 | 0 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Shares received from Joint Venture | shares | 49,285,713 | |||||
Proceeds from initial public offering | $ 608,679 | |||||
Proceeds from tangible equity units | $ 278,875 | $ 278,875 | ||||
5.75% senior notes due 2025 [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Senior note issued | $ 1,000,000 | |||||
Stated interest rate | 5.75% | |||||
Joint Venture [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Repayment of debt | $ 805,000 | |||||
Term Loan Facility [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Line of credit | $ 5,100,000 | |||||
Revolving Credit Facility [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Line of credit | $ 500,000 | |||||
2009 Stock Incentive Plan [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Payment to acquire joint venture | shares | 1,800,000,000 | |||||
Common Class X [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Common Stock, shares authorized | shares | 1 | 1 | 1 | 1 | ||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Shares received from Joint Venture | shares | 49,285,713 | |||||
Proceeds from initial public offering | $ 608,679 | |||||
Tangible Equity Units [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Tangible equity unit offering | shares | 5,750,000 | 5,750,000 | ||||
Proceeds from tangible equity units | $ 278,875 | |||||
McKesson Corporation [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Ownership percentage in Joint Venture | 59.00% | 70.00% | ||||
McKesson Corporation [Member] | Promissory Note [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Promissory note | $ 1,300,000 |
Equity Method Investment in the
Equity Method Investment in the Joint Venture - (Narrative) (Detail) - USD ($) $ in Thousands | Jul. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage in Joint Venture | 41.00% | 41.00% | 30.00% | |||
Ownership percentage acquired in exchange | 30.00% | 30.00% | ||||
Loss from Equity Method Investment in the Joint Venture | $ 104,497 | $ 65,805 | $ 43,103 | $ 70,487 | $ 58,680 | |
Investment in the Joint Venture | 1,796,512 | 1,211,996 | 1,298,759 | |||
Net book value of assets | $ 1,483,522 | $ 1,620,226 | ||||
Shares received from Joint Venture | 49,285,713 | |||||
Additional ownership percentage acquired | 11.00% | |||||
Loss on equity method investment | $ 13,900 | |||||
Legacy CHC [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage investment exchanged for membership interest in Joint Venture | 45.615% | 45.615% | ||||
Legacy CHC [Member] | Joint Venture [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage in Joint Venture | 54.385% | 54.385% |
Equity Method Investment in t_2
Equity Method Investment in the Joint Venture - Summarized Financial Information of the Joint Venture (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Net revenue | $ 2,459,593 | $ 2,445,390 | $ 309,587 | $ 3,281,729 | $ 3,298,843 |
Cost of operations (exclusive of depreciation and amortization) | 998,943 | 1,007,328 | 133,688 | 1,354,655 | 1,407,893 |
Customer postage | 171,288 | 180,706 | 26,132 | 238,618 | 274,397 |
Net income (loss) | $ 102,973 | $ 138,955 | $ (83,592) | 176,670 | 192,442 |
Current assets | 980,463 | 901,712 | |||
Long-term assets | 5,223,675 | 5,299,215 | |||
Current liabilities | 889,783 | 969,495 | |||
Long-term liabilities | $ 6,219,141 | $ 6,297,612 |
Stockholders' Equity - (Narrati
Stockholders' Equity - (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Jun. 26, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Stockholder Equity [Line Items] | ||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 9,000,000,000 | 9,000,000,000 | 252,800,000 | 252,800,000 |
Common Stock, shares outstanding | 125,027,648 | 75,474,654 | 75,749,118 | |
Retained earnings, undistributed earnings from equity method Investment | $ 0 | $ 34,661 | ||
Common Class X [Member] | ||||
Stockholder Equity [Line Items] | ||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1 | 1 | 1 | 1 |
Common Stock, shares outstanding | 0 | 0 | 0 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic Net Income (Loss) Per Share of Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Earning Per Share [Line Items] | |||||||||||
Net income (loss) | $ 50,735 | $ (93,935) | $ (37,517) | $ (12,388) | $ (18,591) | $ (17,501) | $ (80,716) | $ (48,480) | $ (26,294) | $ (52,012) | $ 60,955 |
Weighted average common shares outstanding | 108,371,642 | 75,525,645 | |||||||||
Minimum shares issuable under purchase contracts | 12,286,217 | ||||||||||
Dilutive shares issuable under purchase contracts | 120,657,859 | 75,525,645 | 8,268,077 | 75,513,130 | 75,590,613 | ||||||
Basic net income (loss) per share | $ (0.67) | $ (0.64) | $ (3.18) | $ (0.69) | $ 0.81 | ||||||
Net income (loss) | $ 50,735 | $ (93,935) | $ (37,517) | $ (12,388) | $ (18,591) | $ (17,501) | $ (80,716) | $ (48,480) | $ (26,294) | $ (52,012) | $ 60,955 |
Number of shares used in basic computation | 120,657,859 | 75,525,645 | 8,268,077 | 75,513,130 | 75,590,613 | ||||||
Weighted average commons shares effect of dilutive securities | 120,657,859 | 75,525,645 | 8,268,077 | 75,513,130 | 77,801,096 | ||||||
Diluted net income (loss) per share | $ (0.67) | $ (0.64) | $ (3.18) | $ (0.69) | $ 0.78 | ||||||
Replacement Time-Vesting Options [Member] | |||||||||||
Earning Per Share [Line Items] | |||||||||||
Replacement Restricted Share Units | 2,051,346 | ||||||||||
Replacement Restricted Share Units [Member] | |||||||||||
Earning Per Share [Line Items] | |||||||||||
Replacement Restricted Share Units | 28,440 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Earning Per Share [Line Items] | |||||||||||
Replacement Restricted Share Units | 130,697 | ||||||||||
Purchase Contracts [Member] | |||||||||||
Earning Per Share [Line Items] | |||||||||||
Dilutive shares issuable under purchase contracts | 0 | 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities Excluded from Diluted Net Income (Loss) Per Share (Detail) - shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Time Vesting Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,290,327 | 1,846,029 | 4,570,624 | ||
Replacement Time-Vesting Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,790,257 | 1,869,456 | |||
Replacement Restricted Share Units [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 75,840 | ||||
Purchase Contracts [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,712,220 | ||||
Deferred Stock Units [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,167 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 605,830 |
Incentive Compensation Plans -
Incentive Compensation Plans - (Narrative) (Detail) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2019USD ($)Installmentshares | Mar. 31, 2018USD ($)shares | |
Incentive Compensation Arrangements By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance | shares | 37,920,000 | ||
Percentage of cash liquidation | 54.40% | ||
Options exchange for vested option in percentage | 45.60% | ||
Exercise price in percentage | 25.00% | ||
Fair value of vested share | $ 0 | $ 0 | $ 1,440,000 |
Number of installments | Installment | 4 | ||
Share based expense | $ 9,807 | ||
Exit Vesting Options [Member] | |||
Incentive Compensation Arrangements By Share Based Payment Award [Line Items] | |||
Exit-vesting options | (i) the date that affiliates of Blackstone sell 25% of the equity interests of the Joint Venture held by it on March 1, 2017 (the "Transaction Date") at a specified weighted average price per share and McKesson distributes more than 50% of the equity interests of the Joint Venture held by it on the Transaction Date or (2) McKesson and affiliates of Blackstone collectively sell more than 25% of the aggregate equity interests held by McKesson and Blackstone on the Transaction Date at a specified weighted average price per share. | ||
2.0x Performance Awards [Member] | |||
Incentive Compensation Arrangements By Share Based Payment Award [Line Items] | |||
Percentage of cash liquidation | 54.40% | ||
Options exchange for vested option in percentage | 45.60% | ||
Exercise price in percentage | 25.00% | ||
Restricted Stock Units (RSUs) [Member] | |||
Incentive Compensation Arrangements By Share Based Payment Award [Line Items] | |||
Vested portion in percentage | 54.40% | ||
Share granted | shares | 316,000 | ||
Time Vesting Options [Member] | |||
Incentive Compensation Arrangements By Share Based Payment Award [Line Items] | |||
Unrecognized expense | $ 36,933,000 | ||
Unrecognized expense weighted average period | 2 years 2 months 12 days |
Incentive Compensation Plans _2
Incentive Compensation Plans - Schedule of Replacement Award Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Replacement Awards Issued Stock Options [Member] | ||
Replacement Time Vesting Options | ||
Award option outstanding, beginning balance | 4,867,284 | |
Option outstanding, granted | 0 | |
Option outstanding, exercised | (204,641) | |
Option outstanding, expired | 0 | |
Option outstanding, forfeited | (133,352) | |
Award option outstanding, ending balance | 4,529,291 | 4,867,284 |
Option outstanding, exercisable | 4,529,291 | |
Weighted average exercise price | ||
Weighted average exercise price, beginning balance | $ 11.77 | |
Weighted average exercise price, exercised | 10.70 | |
Weighted average exercise price, ending balance | 11.76 | $ 11.77 |
Weighted average exercise price, exercisable | $ 11.76 | |
Aggregate intrinsic value, beginning balance | $ 35,137 | |
Aggregate intrinsic value, exercised | 1,695 | |
Aggregate intrinsic value, Forfeited | 741 | |
Aggregate intrinsic value, beginning balance | 39,896 | $ 35,137 |
Aggregate intrinsic value, exercisable | $ 39,896 | |
Replacement Awards Issued Stock Options [Member] | ||
Weighted average exercise price | ||
Weighted average remaining contractual term | 4 years 4 months 24 days | 5 years 4 months 24 days |
Weighted average remaining contractual term exercisable | 4 years 4 months 24 days |
Incentive Compensation Plans _3
Incentive Compensation Plans - Schedule of Replacement Exit Vesting Restricted Stock Activity (Detail) - Replacement Exit-Vesting Restricted Stock [Member] | 12 Months Ended |
Mar. 31, 2019shares | |
Replacement Exit Vesting Restricted Stock | |
Unvested at April 1, 2018 | 1,352,859 |
Granted | 0 |
Canceled | (91,260) |
Vested | 0 |
Unvested at March 31, 2019 | 1,261,599 |
Incentive Compensation Plans _4
Incentive Compensation Plans - Summary Time-Vesting and Exit-Vesting Option Activity (Detail) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Time Vesting Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award option outstanding, beginning balance | 6,647,249 | |
Award option outstanding, granted | 2,001,544 | |
Award option outstanding, exercised | 0 | |
Award option outstanding, expired | 0 | |
Award option outstanding, forfeited | (1,660,390) | |
Award option outstanding, ending balance | 6,988,403 | 6,647,249 |
Award option outstanding, exercisable | $ 3,119,299 | |
Weighted average exercise price, beginning balance | $ 18.99 | |
Weighted average exercise price, Granted | 18.99 | |
Weighted average exercise price, Forfeited | 18.99 | |
Weighted average exercise price, ending balance | 18.99 | $ 18.99 |
Weighted average exercise price, exercisable | $ 18.99 | |
Weighted average remaining contractual term, granted | 9 years 2 months 12 days | |
Weighted average remaining contractual term | 8 years | 8 years 10 months 24 days |
Weighted average remaining contractual term exercisable | 8 years | |
Aggregate intrinsic value | $ 11,058,000 | |
Aggregate intrinsic value, exercisable | $ 4,936,000 | |
Exit Vesting Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award option outstanding, beginning balance | 6,639,286 | |
Award option outstanding, granted | 1,980,056 | |
Award option outstanding, exercised | 0 | |
Award option outstanding, expired | 0 | |
Award option outstanding, forfeited | (2,114,798) | |
Award option outstanding, ending balance | 6,504,544 | 6,639,286 |
Weighted average exercise price, beginning balance | $ 18.99 | |
Weighted average exercise price, Granted | 18.99 | |
Weighted average exercise price, Forfeited | 18.99 | |
Weighted average exercise price, ending balance | $ 18.99 | $ 18.99 |
Weighted average remaining contractual term, granted | 9 years 2 months 12 days | |
Weighted average remaining contractual term | 8 years | 8 years 10 months 24 days |
Weighted average remaining contractual term exercisable | 0 years | |
Aggregate intrinsic value | $ 10,292,000 |
Incentive Compensation Plans _5
Incentive Compensation Plans - Schedule of Weighted Average Fair Value Award Black-Scholes and Monte Carlo (Detail) - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Time Vesting Options [Member] | ||
Schedule Of Share Based Compensation Valuation Assumptions [Line Items] | ||
Weighted average fair value of awards | $ 9.78 | $ 9.45 |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 52.50% | 52.20% |
Risk-free interest rate | 2.20% | 2.70% |
Expected term (years) | 4 years 6 months | 5 years 6 months |
Exit Vesting Options [Member] | ||
Schedule Of Share Based Compensation Valuation Assumptions [Line Items] | ||
Weighted average fair value of awards | $ 5.90 | $ 6.53 |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 52.90% | 52.10% |
Risk-free interest rate | 2.20% | 2.70% |
Expected term (years) | 5 years 1 month 6 days | 6 years 2 months 12 days |
Replacement Exit-Vesting Restricted Stock [Member] | ||
Schedule Of Share Based Compensation Valuation Assumptions [Line Items] | ||
Weighted average fair value of awards | $ 12.80 | $ 11.94 |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 62.20% | 57.60% |
Risk-free interest rate | 2.30% | 2.40% |
Expected term (years) | 1 year 10 months 24 days | 3 years |
McKesson Tax Receivable Agree_2
McKesson Tax Receivable Agreement - (Narrative) (Detail) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax receivable agreement, percentage of net cash saving realized assigned | 85.00% | 85.00% |
Tax receivable agreement, minimum percentage of the Joint Venture outstanding units required to be owned | 20.00% | 20.00% |
Additional tax receivable agreement, percentage net cash tax savings Company required to pay arising from certain tax basis increases and imputed interest deductions | 85.00% | 85.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Current: | |||||
Federal | $ 0 | $ 0 | $ 0 | ||
State | 0 | 0 | 0 | ||
Current income tax provision (benefit) | 0 | 0 | 0 | ||
Deferred: | |||||
Federal | (14,420) | (15,468) | (116,563) | ||
State | (2,389) | (3,127) | (3,058) | ||
Deferred income tax provision (benefit) | $ (564) | $ (16,664) | (16,809) | (18,595) | (119,621) |
Total income tax provision (benefit) | $ (564) | $ (16,664) | $ (16,809) | $ (18,595) | $ (119,621) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Detail) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Statutory U.S. federal tax rate | 35.00% | 21.00% | 31.50% | ||
State income taxes (net of federal benefit) | 3.60% | 3.50% | 3.60% | ||
Remeasurement of deferred tax assets and liabilities arising from the Tax Legislation | 166.90% | ||||
Research and development tax credit | 0.50% | 1.60% | 2.40% | ||
Other | (0.10%) | 0.20% | (0.50%) | ||
Effective income tax rate | 0.70% | 25.60% | 39.00% | 26.30% | 203.90% |
Income Taxes - (Narrative) (Det
Income Taxes - (Narrative) (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Federal income tax rate | 35.00% | 21.00% | 31.50% | ||
Increase (Decrease) in Income Taxes benefit | $ (97,924,000) | ||||
Interest and penalties | $ 0 | 0 | |||
Net operating loss carryforwards for federal | 74,836,000 | ||||
Net operating loss carryforwards for state | 73,616,000 | ||||
Income tax benefit | $ (564,000) | $ (16,664,000) | $ (16,809,000) | $ (18,595,000) | $ (119,621,000) |
Effective income tax rate | 0.70% | 25.60% | 39.00% | 26.30% | 203.90% |
Tax receivable agreement, percentage of net cash saving realized assigned | 85.00% | 85.00% | |||
Tax receivable agreement, minimum percentage of the Joint Venture outstanding units required to be owned | 20.00% | 20.00% | |||
Additional tax receivable agreement, percentage net cash tax savings Company required to pay arising from certain tax basis increases and imputed interest deductions | 85.00% | 85.00% | |||
Net cash tax savings, obligation | $ 0 | ||||
Letter agreement, percentage of tax savings required to pay if amount of deductions allocated to Company are in excess of specified minimum threshold | 100.00% | 100.00% | |||
Due to McKesson | $ 47,172,000 | ||||
Federal [Member] | |||||
Net operating losses that will be expire | $ 50,290,000 | ||||
Net operating losses | $ 24,546,000 | ||||
State [Member] | |||||
Net operating losses that will be expire | 63,481,000 | ||||
Net operating losses | $ 10,135,000 | ||||
Previously Reported [Member] | |||||
Federal income tax rate | 35.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Deferred tax assets and (liabilities): | |||
Investment in the Joint Venture | $ (190,448) | $ (192,681) | |
Net operating loss carryover | 19,958 | 9,757 | |
Interest disallowance from the Joint Venture | 7,711 | ||
Tax credits | 2,786 | 1,621 | |
Net deferred tax assets and (liabilities) | (159,993) | (181,303) | |
Non-current deferred tax assets | 0 | 0 | |
Non-current deferred tax liabilities | $ (172,055) | (159,993) | (181,303) |
Net deferred tax assets and (liabilities) | $ (159,993) | $ (181,303) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||||
Repayments of advances | $ 9,869 | |||
Due to joint venture | $ 9,806 | $ 6,167 | $ 15,828 | $ 0 |
Letter agreement, percentage of tax savings required to pay if amount of deductions allocated to Company are in excess of specified minimum threshold | 100.00% | 100.00% | ||
Tax receivable agreement, minimum percentage of the Joint Venture outstanding units required to be owned | 20.00% | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Freestanding Derivative (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Derivatives, Fair Value [Line Items] | |||
Fair Values of Derivative Financial Instruments Asset (Liability) | $ 68,344 | $ 81,264 | $ 59,116 |
Not Designated as Hedging Instrument [Member] | Dividend Receivable [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Values of Derivative Financial Instruments Asset (Liability) | $ 68,344 | $ 81,264 | $ 59,116 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Fair Value Derivative Using Unobservable Inputs (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |||||
Balance at beginning of period | $ 81,264 | $ 59,116 | $ 59,116 | $ 39,724 | |
Receipt of derivative upon contribution of assets to the Joint Venture | $ 39,724 | ||||
Increase in fair value based on ASC 505 equity-based compensation | 16,378 | 20,135 | 24,700 | ||
Settlements due to exercise of awards | (1,670) | (1,297) | (1,297) | (5,308) | |
Change in fair value following the performance completion date | (11,250) | 3,310 | |||
Balance at end of period | $ 68,344 | $ 74,197 | $ 39,724 | $ 81,264 | $ 59,116 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Summary Of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Balance | $ 1,886,107 | $ 1,131,424 | $ 1,132,487 | $ 1,142,480 | $ 1,157,778 | $ 1,176,572 | $ 1,132,487 | $ 1,176,572 | $ 0 | $ 1,176,572 | $ 1,088,240 |
Unrealized gain (loss) on available for sale debt securities of the Joint Venture, net of taxes | 134 | 1,173 | 1,307 | ||||||||
Change associated with foreign currency translation | 1,728 | 1,583 | 226 | (2,418) | 566 | (2,593) | 3,537 | (4,445) | 26 | (2,833) | 1,242 |
Balance | 1,950,131 | 1,886,107 | 1,131,424 | 1,129,240 | 1,142,480 | 1,157,778 | 1,950,131 | 1,129,240 | 1,088,240 | 1,132,487 | 1,176,572 |
Available For Sale Debt Security [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Balance | 1,173 | ||||||||||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture, net of taxes | 134 | 1,173 | |||||||||
Balance | 1,307 | 1,173 | 1,307 | ||||||||
Foreign Currency Translation Adjustment [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Balance | 244 | (1,339) | (1,565) | (759) | (1,325) | 1,268 | (1,565) | 1,268 | 1,268 | 26 | |
Change associated with foreign currency translation | 1,728 | 1,583 | 226 | (2,418) | 566 | (2,593) | 26 | (2,833) | 1,242 | ||
Balance | 1,972 | 244 | (1,339) | (3,177) | (759) | (1,325) | 1,972 | (3,177) | 26 | (1,565) | 1,268 |
Cash Flow Hedge [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Balance | (8,010) | (6,700) | (1,691) | 4,018 | 2,540 | 1,268 | (1,691) | 1,268 | 1,268 | (338) | |
Change associated with current period hedging | 289 | (1,509) | (5,117) | (6,168) | 1,866 | 1,206 | (337) | (1,671) | 1,267 | ||
Reclassification into earnings | 1,024 | 199 | (314) | (375) | (388) | (424) | (1) | (1,778) | 339 | ||
Balance | (6,697) | (8,010) | (6,700) | (2,525) | 4,018 | 2,540 | (6,697) | (2,525) | (338) | (1,691) | 1,268 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Balance | (6,593) | (8,039) | (3,256) | 3,259 | 1,215 | 2,536 | (3,256) | 2,536 | 0 | 2,536 | (312) |
Unrealized gain (loss) on available for sale debt securities of the Joint Venture, net of taxes | 134 | 1,173 | |||||||||
Cumulative effect of accounting change of the Joint Venture | 490 | ||||||||||
Change associated with foreign currency translation | 1,728 | 1,583 | 226 | (2,418) | 566 | (2,593) | 26 | (2,833) | 1,242 | ||
Change associated with current period hedging | 289 | (1,509) | (5,117) | (6,168) | 1,866 | 1,206 | (337) | (1,671) | 1,267 | ||
Reclassification into earnings | 1,024 | 199 | (314) | (375) | (388) | (424) | (1) | (1,778) | 339 | ||
Balance | $ (3,418) | $ (6,593) | (8,039) | $ (5,702) | $ 3,259 | 1,215 | $ (3,418) | $ (5,702) | $ (312) | $ (3,256) | 2,536 |
ASU 2017-12 [Member] | Cash Flow Hedge [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Cumulative effect of accounting change of the Joint Venture | 490 | ||||||||||
ASU 2017-12 [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Cumulative effect of accounting change of the Joint Venture | $ 490 | $ 490 | |||||||||
ASU 2018-02 [Member] | Cash Flow Hedge [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Cumulative effect of accounting change of the Joint Venture | 422 | ||||||||||
ASU 2018-02 [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||
Cumulative effect of accounting change of the Joint Venture | $ 422 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) (Summary Of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Net of taxes | $ (584) | $ (8,238) | $ (312) | $ (6,282) | $ 2,848 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Net of taxes | $ 194 | $ 2,139 | $ 623 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | $ 413,287 | $ 81,264 |
Other Investments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | 344,943 | |
Dividend Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | 68,344 | 81,264 |
Significant Other Observable Inputs (Level 2) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | 344,943 | |
Significant Other Observable Inputs (Level 2) | Other Investments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | 344,943 | |
Significant Unobservable Inputs (Level 3) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | 68,344 | 81,264 |
Significant Unobservable Inputs (Level 3) | Dividend Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset (liability) | $ 68,344 | $ 81,264 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of Activity Related Other Investments (Detail) $ in Thousands | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Initial investment | $ 278,875 |
Proceeds from investment in securities of the Joint Venture | (7,332) |
Change in fair value | 73,400 |
Balance at end of period | $ 344,943 |
Equity Based Compensation (Narr
Equity Based Compensation (Narrative) (Detail) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019USD ($)Itemshares | Mar. 31, 2019USD ($) | Mar. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Other liabilities | $ | $ 1,312,000 | ||
Compensation expense | $ | $ 9,807 | ||
Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance | 25,000,000 | ||
Omnibus Incentive Plan [Member] | Joint Venture [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ | $ 12,257,000 | ||
Unrecognized compensation expense | $ | $ 78,788,000 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period | 316,000 | ||
Restricted Stock Units (RSUs) [Member] | Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period | 4,436,758 | ||
Restricted Stock Units (RSUs) [Member] | Omnibus Incentive Plan [Member] | Graded Vesting Schedule [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units (RSUs) [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | Cliff Vesting Schedule [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs) [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | Cliff Vesting Schedule [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Performance Stock Units PSU [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period | 1,079,621 | ||
Performance Stock Units PSU [Member] | Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of tranches | Item | 2 | ||
Performance Stock Units PSU [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of tranches based on Joint Venture compound annual revenue growth rate | Item | 1 | ||
Period of calculation for compound annual revenue growth rate | 3 years | ||
Performance Stock Units PSU [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of tranches based on Joint Venture compound annual adjusted EBITDA growth rate | Item | 1 | ||
Period of calculation for compound annual adjusted EBITDA growth rate | 3 years | ||
Cash Settled Restricted Stock Units CSRSU [Member] | Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Granted in period | 597,006 | ||
Other liabilities | $ | $ 1,312,000 | ||
Deferred Stock Units DSU [Member] | Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Granted in period | 45,704 | ||
Vesting percentage | 100.00% | ||
Minimum [Member] | Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Maximum [Member] | Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years |
Tangible Equity Units (Narrativ
Tangible Equity Units (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2019 | Jul. 31, 2019 | Dec. 31, 2019 |
Total proceeds, net of issuance costs | $ 278,875 | $ 278,875 | |
TEU price per share | $ 50 | $ 50 | |
Maturity date | Jun. 30, 2022 | ||
Initial principal amount | $ 8.2378 | ||
Stated interest rate | 5.50% | ||
Settlement date | Jun. 30, 2022 | ||
Carrying value of senior amortizing notes | $ 38,626 | ||
Fair value of senior amortizing notes | $ 40,365 | ||
Minimum [Member] | |||
Share offering | 18,429,325 | ||
Share price | $ 13 | ||
Maximum [Member] | |||
Share offering | 22,115,075 | ||
Share price | $ 15.60 | ||
March 30 [Member] | |||
Cash installment | 0.7500 | ||
June 30 [Member] | |||
Cash installment | 0.7500 | ||
December 30 [Member] | |||
Cash installment | 0.7500 | ||
September 30 [Member] | |||
Cash installment | 0.7417 | ||
Applicable Market Value is greater than $15.60 per share [Member] | |||
Share price | 15.60 | ||
Conversion to shares | 3.2051 | ||
Applicable Market Value is less than or equal to $15.60 per share but greater than or equal to $13.00 per share [Member] | |||
TEU price per share | 50 | ||
Applicable Market Value is less than or equal to $15.60 per share but greater than or equal to $13.00 per share [Member] | Minimum [Member] | |||
Share price | 13 | ||
Applicable Market Value is less than or equal to $15.60 per share but greater than or equal to $13.00 per share [Member] | Maximum [Member] | |||
Share price | 15.60 | ||
Applicable Market Value is less than $13.00 per share [Member] | |||
Share price | 13 | ||
Conversion to shares | $ 3.8461 | ||
Tangible Equity Units [Member] | |||
Tangible equity unit offering | 5,750,000 | 5,750,000 | |
Total proceeds, net of issuance costs | $ 278,875 |
Tangible Equity Units (Schedule
Tangible Equity Units (Schedule of Aggregate Values Assigned upon Issuance of Tangible Equity Units) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2017 | |
Tangible Equity Units [Abstract] | |||
Equity Component, Price per TEU | $ 41.7622 | ||
Equity Component, Gross proceeds | $ 240,133 | $ 30 | |
Equity Component, Issuance costs | (7,204) | ||
Equity Component, Net proceeds | $ 232,929 | ||
Debt Component, Price per TEU | $ 8.2378 | ||
Debt Component, Gross proceeds | $ 47,367 | ||
Debt Component, Issuance costs | (1,421) | ||
Debt Component, Net proceeds | $ 45,946 | ||
Total, Price per TEU | $ 50 | $ 50 | |
Total, Gross proceeds | $ 287,500 | ||
Total, Issuance costs | (8,625) | ||
Total, Net proceeds | $ 278,875 | $ 278,875 |
Other Investments (Summary of O
Other Investments (Summary of Other Investments) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 344,943 | |
Current Assets [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 15,362 | |
Other Investments [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 329,581 | |
Significant Other Observable Inputs (Level 2) | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Amortized Costs | 38,614 | |
Debt Securities, Unrealized Gains | 1,751 | |
Debt Securities, Unrealized Losses | 0 | $ 0 |
Debt Securities, Fair Value | 40,365 | |
Forward Purchase Contracts, Amortized Costs | 232,929 | |
Forward Purchase Contracts, Unrealized Gains | 71,649 | |
Forward Purchase Contracts, Unrealized Losses | 0 | $ 0 |
Forward Purchase Contracts, Fair Value | $ 304,578 |
Other Investments (Schedule of
Other Investments (Schedule of Maturities of Investments in Debt Securities) (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Other Investments [Abstract] | |
Amortized Cost, Due in one year or less | $ 15,362 |
Amortized Cost, Due after one through five years | 23,252 |
Amortized Cost, Due after five through ten years | 0 |
Amortized Cost, Due after ten years | 0 |
Amortized Cost | 38,614 |
Fair Value, Due in one year or less | 15,362 |
Fair Value, Due after one through five years | 25,003 |
Fair Value, Due after five through ten years | 0 |
Fair Value, Due after ten years | 0 |
Fair Value | $ 40,365 |
Other Investments (Schedule o_2
Other Investments (Schedule of Unrealized Gains and Losses Related to Equity Securities) (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Investments [Abstract] | ||
Net gains and losses recognized during the period on equity securities | $ 71,649 | |
Less: Net gains and losses recognized during the period on equity securities sold during the period | 0 | $ 0 |
Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date | $ 71,649 |