Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | May 14, 2021 | Sep. 30, 2020 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --03-31 | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-38961 | ||
Entity Registrant Name | Change Healthcare Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2152098 | ||
Entity Address, Address Line One | 424 Church Street | ||
Entity Address, Address Line Two | Suite 1400 | ||
Entity Address, City or Town | Nashville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37219 | ||
City Area Code | 615 | ||
Local Phone Number | 932-3000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 310,136,566 | ||
Entity Public Float | $ 3,545,569,096 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001756497 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock, par value $.001 per share | ||
Trading Symbol | CHNG | ||
Security Exchange Name | NASDAQ | ||
Tangible Equity Units [Member] | |||
Title of 12(b) Security | 6.00% Tangible Equity Units | ||
Trading Symbol | CHNGU | ||
Security Exchange Name | NASDAQ |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 3,090,421 | $ 196,792 | |
Operating expenses | |||
Cost of operations (exclusive of depreciation and amortization below) | 1,335,075 | 71,435 | |
Research and development | 227,036 | 11,559 | |
Sales, marketing, general and administrative | 686,645 | 39,893 | $ 1,159 |
Customer postage | 196,532 | 12,631 | |
Depreciation and amortization | 591,048 | 30,838 | |
Accretion and changes in estimate with related parties, net | 13,158 | 15,823 | |
Gain on sale of businesses | (59,143) | ||
Tax Receivable Agreement charges | 164,633 | ||
Goodwill impairment charge | 561,164 | ||
Total operating expenses | 2,990,351 | 907,976 | 1,159 |
Operating income (loss) | 100,070 | (711,184) | (1,159) |
Non-operating (income) expense | |||
Interest expense, net | 245,241 | 16,652 | |
Contingent consideration | (3,000) | ||
Loss on extinguishment of debt | 8,924 | ||
Loss from Equity Method Investment in the Joint Venture | 380,713 | 70,487 | |
(Gain) loss on forward purchase contract | (15,881) | ||
Other, net | (3,698) | (1,817) | (1,039) |
Total non-operating (income) expense | 247,467 | 379,667 | 69,448 |
Income (loss) before income tax provision (benefit) | (147,397) | (1,090,851) | (70,607) |
Income tax provision (benefit) | (35,187) | (143,254) | (18,595) |
Net income (loss) | $ (112,210) | $ (947,597) | $ (52,012) |
Net income (loss) per share: | |||
Basic and diluted | $ (0.35) | $ (6.92) | $ (0.69) |
Weighted average common shares outstanding: | |||
Basic and diluted | 320,771,789 | 136,996,624 | 75,513,130 |
Solutions [Member] | |||
Total revenue | $ 2,893,889 | $ 184,161 | |
Postage [Member] | |||
Total revenue | $ 196,532 | $ 12,631 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) [Abstract] | |||
Net income (loss) | $ (112,210) | $ (947,597) | $ (52,012) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 21,214 | (5,519) | (2,833) |
Changes in fair value of interest rate caps, net of taxes | (2,621) | 981 | (3,449) |
Unrealized gain (loss) on available for sale debt securities of the Joint Venture, net of taxes | 1,045 | ||
Realized gain (loss) on available for sale debt securities of the Joint Venture | (1,045) | ||
Other comprehensive income (loss) | 18,593 | (4,538) | (6,282) |
Total comprehensive income (loss) | $ (93,617) | $ (952,135) | $ (58,294) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets: | ||
Cash & cash equivalents | $ 113,101 | $ 410,405 |
Accounts receivable, net | 732,614 | 740,105 |
Contract assets, net | 132,856 | 132,704 |
Prepaid expenses and other current assets | 140,258 | 117,967 |
Total current assets | 1,118,829 | 1,401,181 |
Property and equipment, net | 174,370 | 206,196 |
Operating lease right-of-use assets, net | 93,412 | |
Goodwill | 4,108,792 | 3,795,325 |
Intangible assets, net | 4,187,072 | 4,365,806 |
Investment in business purchase option | 146,500 | |
Other noncurrent assets, net | 430,141 | 192,372 |
Total assets | 10,112,616 | 10,107,380 |
Current liabilities: | ||
Accounts payable | 57,449 | 68,169 |
Accrued expenses | 484,293 | 390,294 |
Deferred revenue | 436,666 | 302,313 |
Due to related parties, net | 10,766 | 20,234 |
Current portion of long-term debt | 27,339 | 278,779 |
Current portion of operating lease liabilities | 30,608 | |
Total current liabilities | 1,047,121 | 1,059,789 |
Long-term debt, excluding current portion | 4,734,775 | 4,710,294 |
Long-term operating lease liabilities | 75,396 | |
Deferred income tax liabilities | 605,291 | 615,904 |
Tax receivable agreement obligations due to related parties | 103,151 | 177,826 |
Tax receivable agreement obligations | 229,082 | 164,633 |
Other long-term liabilities | 65,572 | 93,487 |
Total liabilities | 6,860,388 | 6,821,933 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common Stock (par value, $.001), 9,000,000,000 and 9,000,000,000 shares authorized and 306,796,076 and 303,428,142 shares issued and outstanding at March 31, 2021 and 2020, respectively | 307 | 303 |
Preferred stock (par value, $.001), 900,000,000 shares authorized and no shares issued and outstanding at both March 31, 2021 and 2020 | ||
Additional paid-in capital | 4,283,391 | 4,222,580 |
Accumulated other comprehensive income (loss) | 11,221 | (7,372) |
Accumulated deficit | (1,042,691) | (930,064) |
Total stockholders' equity | 3,252,228 | 3,285,447 |
Total liabilities and stockholders' equity | $ 10,112,616 | $ 10,107,380 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Consolidated Balance Sheets [Abstract] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 9,000,000,000 | 9,000,000,000 |
Common Stock, shares issued | 306,796,076 | 303,428,142 |
Common Stock, shares outstanding | 306,796,076 | 303,428,142 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 900,000,000 | 900,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Balance (ASU 2017-12 [Member]) at Mar. 31, 2018 | $ (490) | $ 490 | ||||||
Balance at Mar. 31, 2018 | $ 75 | $ 1,139,300 | $ 34,661 | $ 2,536 | $ 1,176,572 | |||
Balance, shares at Mar. 31, 2018 | 75,749,118 | |||||||
Equity compensation expense | 20,135 | 20,135 | ||||||
Repurchase of the Company's common stock, net of taxes | (5,926) | (5,926) | ||||||
Repurchase of the Company's common stock, net of taxes, shares | (342,418) | |||||||
Issuance of the Company's common stock upon exercise of equity awards, shares | 67,953 | |||||||
Net income (loss) | (52,012) | (52,012) | ||||||
Foreign currency translation adjustment | (2,833) | (2,833) | ||||||
Change in fair value of interest rate caps, net of taxes | (3,449) | (3,449) | ||||||
Balance (ASC 606 [Member]) at Mar. 31, 2019 | 35,796 | $ 35,796 | ||||||
Balance (ASU 2018-02 [Member]) at Mar. 31, 2019 | (422) | $ 422 | ||||||
Balance at Mar. 31, 2019 | $ 75 | 1,153,509 | (17,841) | (3,256) | 1,132,487 | |||
Balance, shares at Mar. 31, 2019 | 75,474,654 | |||||||
Equity compensation expense | 30,372 | 30,372 | ||||||
Issuance of the Company's common stock upon initial public offering | $ 49 | 608,630 | 608,679 | |||||
Issuance of the Company's 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 | ||||||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 1,045 | 1,045 | ||||||
Realized gain (loss) on available for sale debt securities of the Joint Venture | (1,045) | (1,045) | ||||||
Issuance of the Company's common stock upon exercise of equity awards | $ 1 | 6,023 | 6,024 | |||||
Issuance of the Company's common stock upon exercise of equity awards, shares | 708,962 | |||||||
Net income (loss) | (947,597) | (947,597) | ||||||
Foreign currency translation adjustment | (5,519) | (5,519) | ||||||
Change in fair value of interest rate caps, net of taxes | 981 | 981 | ||||||
Issuance of the Company's common stock upon Merger | $ 176 | 2,194,484 | 2,194,660 | |||||
Issuance of the Company's common stock upon Merger, shares | 175,995,192 | |||||||
Conversion of tangible equity units | $ 2 | (2) | ||||||
Conversion of tangible equity units, shares | 1,963,621 | |||||||
Other | 795 | 795 | ||||||
Balance (ASU 2016-13 [Member]) at Mar. 31, 2020 | $ (417) | $ (417) | ||||||
Balance at Mar. 31, 2020 | $ 303 | 4,222,580 | (930,064) | (7,372) | 3,285,447 | |||
Balance, shares at Mar. 31, 2020 | 303,428,142 | |||||||
Equity compensation expense | 44,200 | 44,200 | ||||||
Issuance of common stock under equity compensation plans | $ 3 | 21,290 | 21,293 | |||||
Issuance of common stock under equity compensation plans, shares | 2,698,032 | |||||||
Employee tax withholding on vesting of equity compensation awards | (4,108) | (4,108) | ||||||
Employee tax withholding on vesting of equity compensation awards, shares | (303,486) | |||||||
Net income (loss) | (112,210) | (112,210) | ||||||
Foreign currency translation adjustment | 21,214 | 21,214 | ||||||
Change in fair value of interest rate caps, net of taxes | (2,621) | (2,621) | ||||||
Conversion of tangible equity units | $ 1 | (1) | ||||||
Conversion of tangible equity units, shares | 973,388 | |||||||
Other | (570) | (570) | ||||||
Balance at Mar. 31, 2021 | $ 307 | $ 4,283,391 | $ (1,042,691) | $ 11,221 | $ 3,252,228 | |||
Balance, shares at Mar. 31, 2021 | 306,796,076 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Cash flows from operating activities: | ||||
Net income (loss) | $ (112,210) | $ (947,597) | $ (52,012) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 591,048 | 30,838 | ||
Amortization of capitalized software developed for sale | 1,326 | |||
Accretion and changes in estimate, net | 11,644 | 15,823 | ||
Equity compensation | 59,016 | 1,701 | ||
Deferred income tax expense (benefit) | (50,114) | (143,822) | (18,595) | |
Amortization of debt discount and issuance costs | 32,532 | 2,235 | ||
Contingent consideration | (3,000) | |||
Gain on sale of businesses | (59,143) | |||
Loss on extinguishment of debt | 8,924 | |||
(Gain) loss on other investments | (15,881) | |||
Non-cash lease expense | 29,114 | |||
Goodwill impairment charge | 561,164 | |||
Loss from Equity Method Investment in the Joint Venture | 380,713 | 70,487 | ||
Tax receivable agreement charges | 164,633 | |||
Other, net | 11,257 | (1,110) | (661) | |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (6,064) | (21,211) | ||
Contract assets, net | 158 | |||
Prepaid expenses and other assets | (87,540) | (6,219) | 14,047 | |
Accounts payable | (21,407) | 7,532 | ||
Accrued expenses and other liabilities | 14,178 | (195,207) | (125) | |
Deferred revenue | 166,477 | 11,304 | ||
Due to the Joint Venture, net | 1,176 | (9,733) | ||
Net cash provided by (used in) operating activities | 586,196 | (153,928) | 3,408 | |
Cash flows from investing activities: | ||||
Capitalized expenditures | (246,381) | (13,002) | ||
Acquisitions, net of cash acquired | (439,483) | 330,667 | ||
Proceeds from sale of businesses | 115,733 | |||
Investments in businesses | ||||
Investment in the Joint Venture | (610,784) | |||
Investment in debt and equity securities of the Joint Venture | (278,875) | |||
Other, net | 2,099 | 7,332 | 6,503 | |
Net cash provided by (used in) investing activities | (568,032) | (564,662) | 6,503 | |
Cash flows from financing activities: | ||||
Payments on Revolving Facility | (250,000) | |||
Proceeds from Revolving Facility | 250,000 | |||
Payments on Term Loan Facility | (315,000) | |||
Proceeds from issuance of Senior Notes | 325,000 | |||
Payments under tax receivable agreements | (20,691) | |||
Receipts (payments) on derivative instruments | (29,538) | (890) | ||
Employee tax withholding on vesting of equity compensation awards | (4,108) | |||
Payments on deferred financing obligations | (19,519) | |||
Payment of senior amortizing notes | (15,636) | (11,094) | ||
Proceeds from exercise of equity awards | 17,514 | |||
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 | |||
Other, net | (6,800) | (1,421) | (6,502) | |
Net cash provided by (used in) financing activities | (318,778) | 1,125,570 | (6,502) | |
Effect of exchange rate changes on cash and cash equivalents | 3,310 | 16 | ||
Net increase (decrease) in cash and cash equivalents | (297,304) | 406,996 | 3,409 | |
Cash and cash equivalents at beginning of period | 410,405 | 3,409 | ||
Cash and cash equivalents at end of period | 113,101 | 410,405 | 3,409 | |
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | 240,232 | 265,633 | ||
Cash paid for income taxes | 11,169 | (714) | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows | 41,262 | |||
Financing cash flows | 642 | |||
Issuance of common stock upon exercise of equity awards: | ||||
Investment in the Joint Venture | 5,077 | 1,297 | ||
Dividend receivable | (5,077) | 1,297 | ||
Change Healthcare Inc. portion of the Joint Venture equity transactions: | ||||
Investment in the Joint Venture | 13,902 | (2,377) | ||
Additional paid in capital | (11,133) | (6,043) | ||
Accumulated other comprehensive income | (2,769) | $ (8,420) | ||
Capitalized Expenditures: | ||||
Property and equipment, net | 2,662 | 5,295 | ||
Other noncurrent assets, net | 25,338 | 14,169 | ||
Intangible assets, net | 1,491 | 2,855 | ||
Accounts payable | (11,040) | (9,843) | ||
Accrued expenses | (18,452) | $ (12,476) | ||
Right-of-use assets obtained in exchange for lease liabilities | ||||
Operating Leases | [1] | 16,185 | ||
Finance Leases | [1] | $ 363 | ||
[1] | Amounts exclude the impact of adopting ASC 842. See Note 2, Significant Accounting Policies. |
Nature of Business and Organiza
Nature of Business and Organization | 12 Months Ended |
Mar. 31, 2021 | |
Nature of Business and Organization [Abstract] | |
Nature of Business and Organization | 1. Nature of Business and Organization Change Healthcare Inc. (the “Company”, “our” or “we”) is an independent healthcare technology company, focused on accelerating the transformation of the healthcare system through the power of our healthcare platform. We provide data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system. Our platform and comprehensive suite of software, analytics, technology-enabled services and network solutions drive improved results in the complex workflows of healthcare system payers and providers by enhancing clinical decision making, simplifying billing, collection and payment processes, and enabling a better patient experience. We are a Delaware corporation originally formed on June 22, 2016, to initially hold an equity investment in Change Healthcare LLC (the “Joint Venture”), a joint venture between the Company and McKesson Corporation (“McKesson”). Amendment of Certificate of Incorporation Effective June 26, 2019 and in contemplation of our initial public offering of common stock, we amended our 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) 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, we completed our 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 from the common stock offering 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 represented an approximate 41% interest in the Joint Venture. The proceeds from the TEU offering were used to acquire TEUs of the Joint Venture that substantially mirror the terms of the TEUs included in the offering. McKesson Exit On March 10, 2020, McKesson completed a split-off of its interest in the Joint Venture through an exchange offer of its common stock for shares of PF2 SpinCo, Inc, a Delaware corporation and wholly owned subsidiary of McKesson (“SpinCo”). Immediately following consummation of the exchange offer, SpinCo was merged with and into Change Healthcare Inc. (the “Merger”). As a result, McKesson no longer owns any voting or economic interest in the Joint Venture. Prior to the Merger, we accounted for our investment in the Joint Venture under the equity method of accounting. Subsequent to the Merger, we own 100% of Change Healthcare LLC, and as a result, consolidate the financial statements of Change Healthcare LLC. UnitedHealth Group Incorporated On January 5, 2021, we entered into an Agreement and Plan of Merger (the “UHG Agreement”) with UnitedHealth Group Incorporated (“UnitedHealth Group”), and UnitedHealth Group’s wholly owned subsidiary Cambridge Merger Sub Inc. Pursuant to the UHG Agreement, UnitedHealth Group has agreed to acquire all of the outstanding shares of the Company’s common stock for $25.75 per share in cash (the “UHG Transaction”). The UHG Agreement contains representations, warranties, covenants, closing conditions and termination rights customary for transactions of this type. Until the earlier of the termination of the UHG Agreement and the consummation of the transaction, we have agreed to operate our business in the ordinary course and have agreed to certain other operating covenants, as set forth in the UHG Agreement. On March 24, 2021, the Company and UnitedHealth Group each received a request for additional information and documentary materials (collectively, the “Second Request”) from the U.S. Department of Justice (the “DOJ”) in connection with the DOJ’s review of the UHG Transaction. The effect of the Second Request is to extend the waiting period imposed under the HSR Act until the 30th day after substantial compliance by the Company and UnitedHealth Group with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by the parties to the UHG Transaction. On April 13, 2021, our stockholders approved a proposal to adopt the UHG Agreement, thereby satisfying one of the closing conditions contained in the UHG Agreement. The consummation of the transaction remains subject to the satisfaction or, to the extent permitted by law, waiver of other customary closing conditions. COVID-19 Considerations On March 11, 2020, the World Health Organization declared the coronavirus (“COVID-19”) outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the U.S., federal, state and local governments imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These measures led to weakened conditions in many sectors of the economy, including a decline in healthcare transaction volumes that are integral to our business. We experienced, and expect to continue to experience, an adverse impact on our financial results as a result of COVID-19 . However, we are not presently aware of events or circumstances arising from COVID-19 that would require us to revise the carrying value of our assets or liabilities, nor do we expect the impact of COVID-19 to cause us to be unable to comply with our debt covenants or meet our contractual obligations. While national, state and local quarantine, shelter-in-place, curfew and similar isolation measures have begun to ease and vaccines have begun to be made available, such government orders and other restrictions may continue in effect or may be reinstituted if outbreaks increase or fail to decrease . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2 . Significant Accounting Policies Basis of Presentation Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our wholly owned subsidiaries . The results of operations for companies acquired are included in our consolidated financial statements from the effective date of acquisition. All intercompany accounts and transactions have been eliminated upon consolidation . Accounting Estimates The preparation of financial statements in conformity with GAAP requires us to make a number of estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience, current business factors and various other assumptions that we believe are necessary in order to form a basis for making judgments about the carrying values of assets and liabilities, the reported amounts of revenues and expenses and disclosure of contingent assets and liabilities. We are subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in our business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of our financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant. Estimates and assumptions affect: the allowance for credit losses ; the fair value assigned to assets acquired and liabilities assumed in business combinations; the carrying value of long-lived assets (including goodwill and intangible assets); the amortization period of long-lived assets (excluding goodwill); the carrying value, capitalization and amortization of software development costs; operating lease right-of-use assets; the carrying value of our investments; tax receivable agreement obligations; the fair value of interest rate cap agreement obligations; components of our tangible equity units; the value s attributed to equity awards ; operating lease liabilities; contingent consideration; loss accruals; certain accrued expenses; revenue recognition; and the income tax provision or benefit and related deferred tax accounts . Business Combinations We recognize the consideration transferred (i.e., purchase price) in a business combination, as well as the acquired business’ identifiable assets, liabilities and noncontrolling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and noncontrolling interest, if any, is recorded as goodwill. The fair values of the consideration transferred, assets, liabilities and noncontrolling interests are estimated based on one or a combination of income, cost or market approaches as determined based on the nature of the asset or liability and the level of inputs available (i.e., quoted prices in an active market, other observable inputs or unobservable inputs). To the extent our initial accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are reported for those items which are incomplete. Cash and Cash Equivalents For the purposes of reporting, cash and cash equivalents include unrestricted cash on hand and investments with an original maturity from the date of purchase of three months or less. Our 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. We mitigat e the risk of our short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk profiles. From time to time, our cash balances include funds we manage for customers, the most significant of which relates to funds remitted to retail pharmacies. Such funds are not restricted; however, funds are generally paid out in satisfaction of the processing obligations pursuant to the management contracts. At the time of receipt, we record a corresponding liability within A ccrued expenses on the consolidated balance sheets. Such liabilities are summarized as “Pass- through payments” within Note 1 2 , Accrued Expenses . Allowance for Credit Losses The allowance for credit losses of $24,126 and $22,360 at March 31, 2021 and 2020, respectively, was primarily based on historical credit loss experience, current conditions, future expected credit losses, and adjustments for certain asset-specific risk characteristics. The following table summarizes activity related to the allowance for credit losses: Year Ended March 31, 2021 2020 Balance at beginning of period $ 22,360 $ — Cumulative effect of accounting change-ASU 2016-13 417 — Acquisitions and Dispositions (1) (4,952) 22,059 Provisions 14,645 905 Write-offs (8,344) (604) Balance at end of period $ 24,126 $ 22,360 (1) For the year ended March 31, 2021, this amount relates primarily to the sales of Connected Analytics and Capacity Management. For the year ended March 31, 2020, this amount relates to the allowance acquired in the Merger. Capitalized Software Developed for Sale Development costs for software developed for sale to external customers are capitalized once a project has reached the point of technological feasibility. Completed projects are amortized after reaching the point of general availability using the straight-line method based on an estimated useful life of three years . At each balance sheet date, or earlier if an indicator of an impairment exists, we evaluate the recoverability of unamortized capitalized software costs based on estimated future undiscounted revenues net of estimated related costs over the remaining amortization period. Capitalized Software Developed for Internal Use We provide services to many of our customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage and classified within Research and development in the consolidated statements of operations. Training and maintenance costs are also expensed as incurred. Once certain criteria have been met, direct costs incurred in developing or obtaining computer software are capitalized. Capitalized software costs are included in Other noncurrent assets, net on the consolidated balance sheets and are generally amortized over the estimated useful life of three years . Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are expensed as incurred. Expenditures for repair and renewals that extend the useful life of an asset are capitalized. Long-Lived Assets Long-lived assets used in operations , which include capitalized software developed for internal use and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if the carrying amount is not recoverable when compared to our undiscounted cash flows and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. Goodwill and Intangible Assets Goodwill and intangible assets resulting from acquisitions are accounted for using the acquisition method of accounting. In business combinations, we generally recognize goodwill attributable to the assembled workforce and expected synergies among the operations of the acquired entities and our existing operations. Goodwill is generally deductible for federal income tax purposes when a business combination is treated as an asset purchase and is generally not deductible for federal income tax purposes when a business combination is treated as a stock purchase. We assess goodwill for impairment annually (as of January 1 of each year) or whenever significant indicators of impairment are present. Using a qualitative analysis, we first assess whether it is more likely than not that goodwill is impaired . To the extent we cannot reach a conclusion using only a qualitative analysis , we compare the fair value of each reporting unit to its associated carrying value. We will recognize an impairment charge for the amount, if any, by which the carrying amount of the reporting unit exceeds its fair value. Intangible assets with definite lives are amortized over their useful lives either on a straight-line basis or using an accelerated method, depending on the pattern we expect the economic benefits of the assets to be consumed. Useful lives are generally as follows: Customer relationships 12 - 18 years Tradenames 18 years Technology-based intangible assets 6 - 12 years Derivatives Derivative financial instruments are used to manage our interest rate exposure and we do not enter into financial instruments for speculative purposes. Derivative financial instruments are accounted for and measured at fair value. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings ( e.g. , in “ I nterest expense , net ” when the hedged transactions are interest cash flows associated with floating-rate debt). Tangible Equity Units In connection with our initial public offering, we completed an offering of TEUs. Each TEU includes an amortizing note and a 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 consolidated balance sheet s . The purchase contracts are accounted for as prepaid forward contracts and are classified as equity. The TEU proceeds and issuance costs were allocated to the amortizing notes and purchase contracts on a relative fair value basis. Equity Compensation We measure stock-based compensation cost based on the estimated fair value of the award on the grant date and recognize the expense over the requisite service period, typically on a straight-line basis. We recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of equity awards is recognized as expense in the same period and in the same manner as if we had paid cash for the goods or services. F orfeitures are recognized as they occur. We issue new shares of common stock upon vesting of equity awards and upon exercise of vested options. We do not intend to repurchase any issued shares of common stock. Prior to the Merger, these equity awards, as well as awards granted under our previous equity incentive plan, were granted to employees of the Joint Venture , and therefore were subject to the accounting framework for awards granted to non-employees. Under this framework, we measured compensation expense for equity awards based on the estimated fair value of such awards at the grant date, in a manner consistent with the recognition of expense for awards to employees. The recognized pre-Merger equity-based compensation is classified within L oss from E quity M ethod I nvestment in the Joint Venture on the consolidated statement of operations. Leases We determine whether an arrangement contains a lease based on the conveyed rights and obligations at the inception date. If an agreement contains an operating or finance lease, at the commencement date, we record a right-of-use asset and a corresponding lease liability based on the present value of the minimum lease payments. As most of our leases do not provide an implicit borrowing rate, to determine the present value of lease payments, we use the portfolio approach and determine our hypothetical secured borrowing rate based on information available at lease commencement. Further, we make certain estimates and judgements regarding the lease term and lease payments, noted below. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one month to one year or more. Additionally, some of our leases include an option for early termination. We include renewal periods and exclude termination periods from our lease term if, at commencement, we are reasonably certain to exercise the option. For our real estate lease arrangements, we do not consider a lease to be abandoned and do not adjust the corresponding right-of-use asset in instances where we may potentially sublease the space. Certain of our lease agreements include rental payments that are adjusted periodically for inflation or passage of time. These step payments are included within our present value calculation as they are known adjustments at commencement. Some of our lease agreements include variable payments that are excluded from our present value calculation. For example, some of our equipment leases include a component which varies based on the asset’s use. Additionally, we have lease agreements that include lease and non-lease components, such as equipment leases, which are generally accounted for as a single lease component. For these leases, lease payments include all fixed payments stated within the contract. For other leases, such as office space, lease and non-lease components are accounted for separately. Our lease agreements do not contain any material residual value guarantees that would impact our lease payments. Tax Receivable Agreements Upon the consummation of the Merger, we assumed obligations related to certain tax receivable agreements entered into by the Joint Venture with its current and former owners. The tax receivable agreements were measured at their fair value as part of the Merger and are recognized at their initial fair value plus recognized accretion to date on the consolidated balance sheets. Accretion expense recorded during the period pertaining to related party payments is recorded within Accretion and changes in estimate with related parties, net, whereas non-related party accretion is recorded within Sales, marketing, general and administrative in the consolidated statement of operations. In connection with the closing of the Merger, we, along with the Joint Venture, the subsidiaries of McKesson that served as members of the Joint Venture and McKesson entered into a tax receivable agreement (the “McKesson Tax Receivable Agreement”). Following the Merger and based on anticipated amortization allocations, we recorded an obligation for the McKesson Tax Receivable Agreement estimated payments, which represents a loss contingency under ASC 450. Future changes in this value will be reflected within Sales, marketing, general and administrative in the consolidated statement of operations. The current and non-current portions of the non-related party obligations for our tax receivable agreements, including the McKesson Tax Receivable agreement, are recorded within Accrued expenses and Tax receivable agreement obligations, respectively, within the consolidated balance sheets. The current and non-current portions of the related party obligations for our tax receivable agreements are recorded within Due to related parties, net and Tax receivable agreement obligations due to related parties, respectively, within the consolidated balance sheets. Revenue We recognize revenue at an amount that reflects the consideration we expect to be entitled to in exchange for transferring goods or services to a customer, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), which we adopted on April 1, 2019. We had no revenue-generating operations prior to the Merger, therefore the impact of the adoption of ASC 606 was limited to recognition of an adjustment to Accumulated Deficit as a result of our equity method investment at the time of the Joint Venture’s adoption. See Note 3, Revenue Recognition, for additional information. Foreign Currency Translation Our reporting currency is the U.S. dollar and our foreign subsidiaries generally consider their local currency to be their functional currency. Foreign currency-denominated assets and liabilities of foreign subsidiaries are translated into U.S. dollars at year-end exchange rates , equity accounts are primarily translated at historical exchange rates and revenues and expenses are translated at average exchange rates during the corresponding period. Foreign currency translation adjustments are included in the consolidated statements of comprehensive income (loss) and the cumulative effect is included within Accumulated deficit o n the consolidated balance sheets. Realized gains and losses from currency exchange transactions are included in S ales, marketing, general and administrative expenses in the consolidated statements of operations. We release the cumulative translation adjustment from equity into net income as a gain or loss only upon complete or substantially complete liquidation of a controlling interest in a subsidiary or a group of assets within a foreign entity. Income Taxes We record deferred income taxes for the tax effect of differences between book and tax bases of our 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 our 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. We recognize tax benefits for uncertain tax positions when we conclude 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 subsequently recognized when 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. Equity Method Investment in the Joint Venture Prior to the Merger, we accounted for our investment in the Joint Venture using the equity method of accounting . During that period , we evaluated our equity method investment for impairment whenever an event or change in circumstances occurred that had a potentially significant adverse impact on the carrying value of our investment. During the period from the inception of the Joint Venture through the date of the Merger, we did not identify any loss in the value of our investment that was deemed other than temporary, and therefore , did no t recognize any impairment loss. Recently Adopted Accounting Pronouncements Financial Instruments: Credit Losses In April 2020, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-13, as amended by ASU No. 2018-19, which requires that a financial asset (or group of financial assets) measured at amortized cost be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance also requires us to pool assets with similar risk characteristics and consider current economic conditions when estimating losses. We adopted this standard using the modified retrospective approach and recorded a cumulative effect to retained earnings of $417 as of April 1, 2020. Fair Value Measurements In April 2020, we adopted FASB ASU No. 2018-13, which modifies the disclosure requirements for fair value measurements . Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies are required to disclose the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. See Note 15, Fair Value Measurements . Hosting Arrangement Implementation Costs In April 2020, we adopted FASB ASU No. 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This update also requires that the effects of such capitalized costs be classified in the same respective caption in the statement of operations, balance sheet and cash flows as the underlying hosting arrangement. We adopted this standard prospectively beginning April 1, 2020. This adoption did not have a material impact on our financial statements for the year ended March 31, 2021. Leases In April 2020, we adopted FASB ASU No. 2016-02, which created Topic 842 – Leases (“ASC 842”). The standard generally requires that all lease obligations be recognized on the balance sheet at the present value of the remaining lease payments with a corresponding right-of-use asset. In July 2018, the FASB issued ASU No. 2018-11 which provides companies with the option to apply this cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Upon adoption, we elected the transition “practical expedients” permitting us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs. Additionally, we elected the practical expedient to not separate lease and non-lease components for equipment lease agreements. We adopted ASC 842 using the modified retrospective approach and recorded right-of-use assets of $111,815 and lease liabilities of $125,331 , primarily related to operating leases. The recognition of the right-of-use assets in combination with our previously recorded prepaid rent balances resulted in no requirement to adjust the opening balance of retained earnings. Our accounting for finance leases remains substantially unchanged. Adoption of ASC 842 did not materially impact our consolidated statement of operations and had no impact on our consolidated statement of cash flows. See Note 7, Leases . London Interbank Offered Rate (LIBOR) Reform In March 2020, the FASB issued ASU No. 2020-04, as amended by ASU No. 2021-01, which created Topic 848 – Reference Rate Reform. ASU No. 2020-04 contains optional practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts which may be elected over time as activities occur. Among other things, the ASU intends to ease the transition from LIBOR to an alternative reference rate. During the first quarter of fiscal year 2021, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impacts of ASU No. 2020-04 and may apply other elections as reference rate reform activities progress. Income Taxes In March 2021, we adopted FASB ASU No. 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The update also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. In addition, the update amends the accounting for hybrid tax regimes. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. This adoption did not have a material impact on our financial statements for the year ended March 31, 2021. Accounting Pronouncements Not Yet Adopted Derivatives and Convertible Instruments In August 2020, the FASB issued ASU No. 2020-06 which simplifies the accounting for convertible instruments and amends the guidance addressing the derivatives scope exception for contracts in an e ntity’s ow n e quity. The standard is scheduled to be effective for us beginning April 1, 2022. Given the forward purchase contracts of our Tangible Equity Units qualify for the derivatives scope exception and are currently accounted for under that guidance , we do not expect a material impact upon adoption . We will continue to evaluate the impact of this pronouncement prior to adoption. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. Revenue Recognition We generate most of our solutions revenue using technology solutions (generally Software as a Service (“SaaS”)) to provide services to our customers that automate and simplify business and administrative functions for payers, providers, pharmacies, and channel partners and through the licensing of software, software systems (consisting of software, hardware and maintenance support) and content. We recognize revenue when the customer obtains control of the good or service through satisfying a performance obligation by transferring the promised good or service to the customer. Principal Revenue Generating Products and Services Hosted solutions and SaaS – We enter into arrangements whereby we provide the customer access to a Company-owned software solution, which are generally marketed under annual and multi-year arrangements. The customer is only provided “access” (not a license) to the software application. In these arrangements, the customer does not purchase equipment nor does the customer take physical possession of the software. The related revenue is recognized ratably over the contracted term. For fixed fee arrangements, revenue recognition begins after set-up and implementation are complete. For per-transaction fee arrangements, revenue is recognized as transactions are processed beginning on the service start date. Revenue for hosted solutions and SaaS, which is included in S olutions revenue, is generated by the Software and Analytics, Network Solutions, and Technology-Enabled Services segments. Transaction processing services – We provide transaction processing (such as claims processing) services to hospitals, pharmacies and health systems via a cloud-based ( “ SaaS ” ) platform. The promised service is to stand ready to process transactions for our customers over the contractual period on an as needed basis. R evenue related to these services is recognized over time as the transactions are processed, and the revenue is recognized over the individual days in which the services are performed. Revenue is recognized as S olutions revenue in the Software and Analytics, Network Solutions, and Technology-Enabled Services segments, with the exception of revenue related to postage that is generated through the delivery of certain of these services. Postage revenue is discussed below and is separately presented on the consolidated statement of operations. Any fixed annual fees and implementation fees are recognized ratably over the contract period. Contingent fee services – We provide services to customers in which the transaction price is contingent on future occurrences, such as savings generated or amounts collected on behalf of our customers through the delivery of our services. In some cases, we perform services in advance of invoicing the customer, thereby creating a contract asset. Revenue in these arrangements is estimated and constrained until we determine that it is probable a significant revenue reversal will not occur, and variable consideration is allocated to the performance obligation for which we earn a contingent fee. We use the expected value method when estimating variable consideration, as we have a large number of contracts with similar characteristics and consider a portfolio of data from other similar contracts to form our estimate of expected value. Revenue for contingent fee services, which is included in S olutions revenue, is generated by the Software and Analytics and Technology-Enabled Services segments. Content license subscriptions and time-based software – Our content license subscriptions and time-based software arrangements provide a license to use a software for a specified period of time. At the end of the contractual period, the customer either renews the license for an additional term or ceases to use the software. Software licenses are typically delivered to the customer with functionality that the customer can benefit from the software on its own or together with readily available resources. As contracts for these solutions generally do not price individual components separately, we allocate the transaction price to the license and ongoing support performance obligations based on standalone selling price, primarily determined by historical value relationships between licenses and ongoing support and updates. Revenue allocated to content license subscriptions and time-based software license agreements is generally recognized at the point-in-time of delivery of the license or the content update upon transfer of control of the underlying license to the customer. Generally, software implementation fees are recognized over the implementation period through an input measure of progress method. Revenue allocated to maintenance and support is recognized ratably over the period covered by the agreements, as passage of time represents a faithful depiction of the transfer of these services. In some cases, software arrangements provide licenses to several software applications that are highly integrated with the implementation services and software updates and cannot function separately. The bundle is a single performance obligation since the individually promised goods and services are not distinct in the context of the contract because the related implementation services significantly modify and customize the software and the updates provided to the integrated software solution are critical to the software’s utility. The related revenue is recognized on a straight-line basis, ratably over the contractual term due to the frequency and criticality of the updates throughout the license period . Revenue for content license subscriptions and time-based software, which is included in S olutions revenue, is generated by the Software and Analytics segment. Perpetual software license s – Our perpetual software arrangements provide a license for a customer to use software in perpetuity. Software licenses are typically delivered to the customer with functionality from which the customer can benefit from the license on its own or together with readily available resources. Perpetual software arrangements are recognized at the time of delivery or through an input measure of progress method over the installation period if the arrangements require significant production or modification or customization of the software. Contracts accounted for through an input measure of progress method are generally measured based on the ratio of labor hours incurred to date to total estimated labor hours to be incurred. Software implementation fees are recognized as the work is performed or under the input method for perpetual software. Hardware revenue is generally recognized upon delivery. Maintenance is recognized ratably over the term of the agreement as passage of time represents a faithful depiction of the transfer of these services. License, implementation, hardware and maintenance revenue for these arrangements, which is included in S olutions revenue, is generated by the Software and Analytics and Network Solutions segments. Professional services – We provide training and consulting service s to our customers, and the services may be fixed fee or time and materials based. Consulting services that fall outside of the standard implementation services vary depending on the scope and complexity of the service requested by the customer. Consulting services are deemed to be capable of being distinct from other products and services, and the services are satisfied either at a point of time or over time based on delivery and are recognized as S olutions revenue in the Software and Analytics and Technology-Enabled Services segments. Training services are usually provided as an optional service to enhance the customer’s experience with a software product or provides additional education surrounding the general topic of the solution. Training services are capable of being distinct from other products and services. We treat training services as a distinct performance obligation, and they are satisfied at a point of time and recognized as S olutions revenue in the Software and Analytics and Technology-Enabled Services segments. Postage Revenue Postage revenue is the result of providing delivery services to customers in our payment and communication solutions. Postage revenue is generally billed as a pass-through cost to our customers. The service is part of a combined performance obligation with the printing and handling services provided to the customer because the postage services are not distinct within the context of the contract. We present Postage r evenue separately from Solutions r evenue on the consolidated statements of operations as doing so makes the financial statements more informative for the users. The revenue related to the combined performance obligation of the postage, printing, and handling service is recognized as the transactions are processed, and the revenue is recognized over the individual days in which the services are performed. Contract Balances We generally recognize a contract asset when revenue is recognized in advance of invoicing on a customer contract, unless the right to payment for that revenue is unconditional (i.e. , requiring no further performance and only the passage of time). If a right to payment is determined to meet the criteria to be considered 'unconditional', then we will recognize a receivable. We did no t recognize any impairment losses on accounts receivable or contract assets during the year ended March 31, 2021. Change Healthcare Inc. did not have accounts receivable prior to the Merger. We record deferred revenue when billings or payments are received from customers in advance of our performance. Deferred revenue is generally recognized when control transfers to the customer. Deferred revenue is driven by multiple factors, including the frequency of renewals, invoice timing, invoice duration, and fair value adjustments as a result of the Merger. As of March 31, 2021, we expect 95% of the deferred revenue balance to be recognized in one year or less. Approximately $268,529 of th e balance at the beginning of the period was recognized during the year ended March 31, 2021 . Costs to Obtain or Fulfill a Contract Sales commissions and certain other incentive payments (e.g., bonuses that are contingent solely on obtaining a contract or a pool of contracts) are capitalized as incremental costs to obtain a contract. We typically do not offer commissions on contract renewals. Decremented commissions upon renewal (i.e., non-commensurate with initial commissions) are offered to the sales associates for certain customers and are immaterial. All commissions and other qualifying incentive payments capitalized are amortized over an expected period of benefit defined as the initial contract term plus anticipated renewals, if any. In determining the appropriate period of benefit, we evaluate both qualitative and quantitative factors such as the expected customer relationship period and technology obsolescence. In addition, prior to solution go-live, we incur certain contract fulfillment costs primarily related to SaaS setup for our clients. These costs are capitalized to the extent they are directly related to a contract, are recoverable, and create a resource used to deliver our SaaS services. Capitalized costs to fulfill a contract are amortized over the expected period of benefit. At March 31, 2021, we had capitalized costs to obtain a contract of $6,042 in Prepaid expenses and other current assets and $38,833 in Other noncurrent assets. At March 31, 2021 we had capitalized costs to fulfill a contract of $3,526 in Prepaid and other current assets and $24,240 in Other noncurrent assets. Amortization of such capitalized costs to obtain and fulfill were immaterial for the year s ended March 31, 202 1 and 2020. In accounting for the Merger, we did not recognize an asset for costs to obtain or fulfill a contract that had been previously capitalized by the Joint Venture, but we began capitalizing only qualifying costs to obtain and fulfill a contract that were incurred after the date of the Merger. Consequently, we did not have a material balance of capitalized costs to obtain or fulfill a contract at March 31, 2020 . Arrangements with Multiple Performance Obligations We engage in customer arrangements which may include multiple performance obligations, such as any combination of software, hardware, implementation, SaaS-based offerings, consulting services, or maintenance services. For such arrangements, we allocate revenue to each performance obligation on a relative standalone selling price basis. For substantially all such arrangements, a performance obligation’s standalone selling price is determined based on the directly observable prices charged to customers. When directly observable prices charged to customers are not available, other methods are used such as the adjusted market assessment approach, the expected cost plus a margin approach, or other approaches in cases where distinct performance obligations are not sold separately but instead sold at a bundled price. For performance obligations with historical pricing that is highly variable, the residual approach is used. Such instances primarily relate to our perpetual software arrangements in which we sell the same products to different customers for a broad range of amounts. Remaining Performance Obligations The aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts includes deferred revenue and other revenue yet to be recognized from non-cancellable contracts. As of March 31, 2021, remaining performance obligations totaled $1,452,958 , of which 51% is expected to be recognized over the next 12 months , and the remaining 49% thereafter . In this balance, we do not include the value of unsatisfied performance obligations related to those contracts for which we recognize revenue at the amount for which we have the right to invoice for services performed. Additionally, this balance does not include revenue related to performance obligations that are part of a contract with an original expected duration of one year or less. Lastly, this balance does not include variable consideration allocated to the individual goods or services in a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Examples includes variable fees associated with transaction processing and contingent fee services. Customer Incentives Certain customers, which include our channel partners, may receive cash-based incentives or rebates based on actual sales and achievement of a cumulative level of sales, which are accounted for as variable consideration. We consider these amounts to be consideration payable to the customer, and therefore, we estimate these amounts based on the expected amount to be provided to customers and reduce the transaction price accordingly. Disaggregated Revenue We disaggregate the revenue from contracts with customers by operating segment as we believe doing so best depicts how the nature, amount, time and uncertainty of revenues are affected by economic factors. See Note 26, Segment Reporting , for total revenue disaggregated by operating segment for the year ended March 31, 2021. In addition to disaggregating revenue by operating segment, we disaggregate between revenue that is recognized over time and revenue that is recognized at a point in time. For the year ended March 31, 2021, 96% of revenue was recognized over time and 4% of revenue was recognized at a point in time. For the year ended March 31, 2020, we did not consider disaggregation of the amount of revenue recognized in our financial statements meaningful given the short portion of the year during which we consolidated the results of the Joint Venture and recognized revenue in our financial statements. Practical Expedients and Exemptions We ha ve elected to utilize either the right to invoice practical expedient or the series-based variable consideration allocation framework for most transaction processing services not subject to contingencies. We have also elected to exclude sales taxes and other similar taxes from the measurement of the transaction price in contracts with customers. Therefore, revenue is recognized net of such taxes. In certain customer arrangements, we determined there are certain promised goods or services which are immaterial in the context of the contract from both a quantitative and qualitative perspective, and therefore, the goods and services are disregarded when assessing the performance obligations in the customer arrangement. We have elected to apply the significant financing practical expedient, and as a result, we will not adjust the promised amount of consideration in a customer contract for the effects of a significant financing component when the period of time between when we transfer a promised good or service to a customer and when the customer pays for the good or service will be one year or less. |
Business Combinations
Business Combinations | 12 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations Fiscal Year 2021 Transactions eRx Network Holdings, Inc. On May 1, 2020, we exercised our option to purchase and completed the acquisition of 100% of the ownership interest in eRx Network Holdings, Inc. (“eRx”), a leading provider in comprehensive, innovative and secure data-driven solutions for pharmacies. At the time of the acquisition, all outstanding eRx equity awards were canceled and holders of eRx stock options and vested eRx stock appreciation rights were able to elect to receive consideration in the form of a cash payment or vested stock appreciation rights of the Company. See Note 18, Incentive Compensation Plans , for additional information. Prior to the acquisition, we held an option to purchase eRx which we accounted for as an equity investment. Therefore, our acquisition of eRx was accounted for as a business combination achieved in stages under the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). Accordingly, at the acquisition, we remeasured our business purchase option to fair value and recognized a loss of $6,000 which is recorded in Other, net on our consolidated statement of operations. The following table summarizes information related to this acquisition as of the acquisition date. The fair values of the assets acquired and the liabilities assumed were determined based on information available to the Company using primarily an income-based approach. During fiscal year 2021, we continued to make purchase price allocation adjustments to refine the fair value of assets acquired and liabilities assumed, including goodwill. These refinements primarily included an increase to the determined fair value of customer relationships and deferred tax liabilities and a decrease to the determined fair value of technology-based intangible assets. There were no material impacts to the consolidated statement of operations as a result of the adjustments. We consider our accounting for the assets acquired and liabilities assumed in the eRx acquisition to be complete. eRx Cash paid at closing $ 249,359 Fair value of eRx purchase option 140,500 Fair value of vested stock appreciation rights 5,097 Cash paid for canceled eRx equity awards 5,891 Total Consideration Fair Value at Acquisition Date $ 400,847 Allocation of the Consideration Transferred: Cash $ 54,108 Accounts receivable 12,747 Prepaid expenses and other current assets 609 Goodwill 225,156 Identifiable intangible assets: Customer relationships (life 17 years) 131,200 Technology-based intangible assets (life 9 - 12 years) 29,700 Other noncurrent assets 20 Accounts payable (2,543) Accrued expenses and other current liabilities (10,933) Deferred income tax liabilities (39,217) Total consideration transferred $ 400,847 The goodwill recognized, all of which is assigned to the Network Solutions segment, is primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries. The goodwill is not expected to be deductible for tax purposes. See Note 10, Goodwill and Intangible Assets . Acquisition costs related to the purchase of eRx were not material. PDX, Inc. On June 1, 2020, we completed the cash purchase of 100% of the ownership interest in PDX, Inc. (“PDX”), a company focused on delivering patient-centric and innovative technologies for pharmacies and health systems. We accounted for this transaction as a business combination using the acquisition method. The fair values of the assets acquired and the liabilities assumed were determined based on information available to the Company using primarily an income-based approach. Subsequent to June 1, 2020, we made purchase price allocation adjustments to refine the fair value of assets acquired, including goodwill. These refinements primarily included an increase to the determined fair value of customer relationships and decreases to the determined fair values of technology-based intangible assets and deferred revenue. There were no material impacts to the consolidated statement of operations as a result of the adjustments. Additional information is being gathered to finalize the amounts with respect to deferred taxes. Accordingly, the measurement of the deferred tax assets acquired and deferred tax liabilities assumed may change upon finalization of the Company’s valuations and completion of the purchase price allocation, both of which are expected to occur no later than one year from the acquisition date. We consider our accounting for the other assets acquired and liabilities assumed in the PDX acquisition to be complete. After customary working capital adjustments, transaction fees and other adjustments, the total consideration fair value at the acquisition date was $198,291 . The following table summarizes the allocation of consideration transferred: PDX Cash $ 755 Accounts receivable 5,739 Prepaid expenses and other current assets 2,251 Property and equipment 840 Goodwill 98,830 Identifiable intangible assets: Customer relationships (life 18 years) 74,300 Technology-based intangible assets (life 10 - 11 years) 25,300 Other noncurrent assets 690 Accounts payable (3,882) Deferred revenue, current (2,946) Accrued expenses and other current liabilities (3,364) Other long-term liabilities (222) Total consideration transferred $ 198,291 The goodwill recognized, all of which is assigned to the Network Solutions segment, is primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries. The goodwill is expected to be deductible for tax purposes. See Note 10, Goodwill and Intangible Assets . Acquisition costs related to the purchase of PDX were not material. Nucleus.io In August 2020, we completed the acquisition of Nucleus.io, a leader in the development of advanced, fully enabled, cloud-native imaging and workflow technology. We acquired Nucleus.io for total consideration of $35,120 and accounted for the acquisition as a business combination. The consideration transferred was primarily allocated to technology-based intangible assets of $11,700 (life of 15 years) and goodwill of $22,341 . The goodwill recognized is assigned to the Software and Analytics segment and is not expected to be deductible for tax purposes. The preliminary values of the consideration transferred, assets acquired and liabilities assumed in the acquisition, including the related tax effects, are subject to change upon receipt of a final valuation and working capital settlement. Acquisition costs related to the purchase of Nucleus.io were not material. Fiscal Year 2020 Transactions The Merger On March 10, 2020, pursuant to the Agreement and Plan of Merger, dated December 20, 2016 (the “Merger Agreement”), the Company combined with SpinCo in a two-step all-stock “Reverse Morris Trust” transaction that involved (i) a separation of SpinCo from McKesson, followed by (ii) the merger of SpinCo with and into the Company, with the Company as the surviving company. As a result, the Joint Venture became a wholly owned subsidiary of the Company. McKesson accepted 15,426,537 shares of its own common stock, par value $0.01 (the “McKesson Common Stock”) in exchange for all 175,995,192 issued and outstanding shares of SpinCo common stock, par value $0.001 per share (the “SpinCo Common Stock”). All shares of SpinCo Common Stock were then converted into an equal number of shares of common stock of the Company, par value $0.001 (the “Change Common Stock”), which the Company issued to the former holders of SpinCo Common Stock, together with cash in lieu of any fractional shares. Immediately following the Merger, approximately 58% of the outstanding Change Common Stock was held by pre-Merger holders of McKesson Common Stock and approximately 42% of the outstanding Change Common Stock was held by pre-Merger holders of Change Common Stock. Prior to the Merger, we accounted for our investment in the Joint Venture under the equity method of accounting. Therefore, the acquisition of control of the Joint Venture was accounted for as a business combination achieved in stages under the acquisition method, in accordance with ASC 805. Accordingly, we remeasured our previously held equity interest in the Joint Venture to fair value by reference to the publicly traded price of the common shares issued to SpinCo shareholders in exchange for the remaining 58% equity interest in the Joint Venture. Upon remeasurement, we recognized a loss of $230,229 which is included in Loss from Equity Method Investment in the Joint Venture in the consolidated statement of operations. The loss represents the amount by which the carrying value of our investment in the Joint Venture exceeded the fair value of our 42% interest immediately prior to the Merger. The fair values of the assets acquired and the liabilities assumed were determined based on information available to the Company. During fiscal year 2021, we continued to make purchase price allocation adjustments to refine the fair values of assets acquired and liabilities assumed. These refinements primar il y included net increase s to our deferred tax liability and income taxes payable, which also impacted goodwill. There were no impacts to the consolidated statement of operations as a result of the adjustments. We consider our accounting for the assets acquired and liabilities assumed in the Merger to be complete. The following table summarizes our net assets acquired and purchase price allocation : Net assets acquired: Amount Cash $ 330,665 Accounts receivable, net of allowance of $22,059 718,895 Contract assets 132,704 Prepaid expenses and other current assets 115,436 Investment in business purchase option 146,500 Property and equipment, net 206,751 Goodwill 4,363,282 Other noncurrent assets 169,539 Identified intangible assets: Customer relationships (life 12 - 16 years) 3,056,000 Tradenames (life 18 years) 146,000 Technology-based intangible assets (life 6 - 12 years) 1,188,000 Accounts payable (60,637) Accrued expenses (563,791) Deferred revenue, current (292,528) Current portion of long-term debt (28,969) Other current liabilities (22,732) Long-term debt, excluding current portion (4,713,565) Deferred income tax liabilities (576,546) Tax receivable agreement obligations due to related parties (176,586) Other long-term liabilities (102,675) Net assets acquired $ 4,035,743 Summary of purchase consideration: Fair value of shares issued to SpinCo shareholders ( 175,995,192 shares at $12.47 per share): Common Stock, $0.001 par value $ 176 Additional paid-in capital 2,194,484 Fair value of Joint Venture equity interest previously held 1,589,040 Fair value of Joint Venture equity interest previously held through TEUs 216,764 Settlement of dividend receivable 42,778 Repayment of advances to member (7,499) Purchase consideration $ 4,035,743 The goodwill recognized in the Merger is primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries. The goodwill is not deductible for tax purposes. Acquisition costs related to the Merger were not material. Results of Operations Subsequent to the Merger, the results of operations attributable to the Joint Venture are included in our consolidated statements of operations. We generated revenues of $196,792 and a pre-tax loss of $4,288 from the Joint Venture from the acquisition date to March 31, 2020. Pro Forma Financial Information (unaudited) The following pro forma financial information was derived from the historical financial statements of the Company and the Joint Venture and gives effect to the acquisition as if it had occurred on April 1, 2018. The pro forma amounts were calculated by applying the Company’s accounting policies and adjusting the results of the Joint Venture to reflect (i) the additional depreciation and amortization that would have been charged resulting from the fair value adjustments to property and equipment and intangible assets, (ii) the additional interest expense associated with the consolidation of the Joint Venture’s long-term borrowings, and (iii) the decrease to revenue resulting from the fair value adjustment of assumed deferred revenue obligations. (Unaudited) Year Ended March 31, 2021 (1) 2020 2019 Total revenue n/a $ 3,290,734 $ 3,133,907 Net income (loss) n/a $ (228,234) $ (128,889) Net income (loss) per share, basic and diluted n/a $ (0.75) $ (0.43) (1) Pro forma information is not applicable as the Joint Venture’s results are fully consolidated for the year ended March 31, 2021 . |
Dispositions
Dispositions | 12 Months Ended |
Mar. 31, 2021 | |
Dispositions [Abstract] | |
Dispositions | 5. Dispositions Connected Analytics On May 1, 2020, we completed the sale of our Connected Analytics business, which was included in our Software and Analytics segment, for total consideration of $55,000 , subject to a customary working capital adjustment, including a $25,000 note receivable from the buyer which was recorded within Other noncurrent assets, net on the consolidated balance sheets. The net book value of the Connected Analytics business prior to the sale was $23,428 , which includes primarily net accounts receivable of $16,636 , goodwill of $21,705 and deferred revenue of $17,083 . In connection with this transaction, we recognized a pre-tax gain on disposal of $24,337 , wh ich is included within Gain on sale of businesses on the consolidated statement of operations. In July 2020, we received $25,000 plus interest from the buyer in satisfaction of the outstanding note receivable. Capacity Management On December 2, 2020, we completed the sale of our Capacity Management business, which was included in our Software and Analytics segment, for total consideration of $67,500 , subject to a customary working capital adjustment. The net book value of the Capacity Management business prior to the sale was $31,690 , which includes primarily net accounts receivable of $14,991 , goodwill of $26,944 and deferred revenue of $15,230 . In connection with this transaction, we recognized a pre-tax gain on disposal of $31,690 , which is included within Gain on sale of businesses on the consolidated statement of operations. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Mar. 31, 2021 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 6 . Concentration of Credit Risk We maintain our cash and cash equivalent balances in either bank depository accounts or money market mutual funds. The money market mutual funds are limited to investments in low-risk securities such as U.S. or government agency obligations, or repurchase agreements secured by such securities. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 7 . Leases We lease office space, other facilities, office equipment for internal use, vehicles and bulk invoice pricing and mailing related equipment for customer solutions. Our lease portfolio includes both operating and finance leases with original terms ranging from one to 15 years. Statement of Operations Information The components of lease cost are as follows: Year Ended Statement of Operations Location March 31, 2021 Operating lease cost (1) $ 43,950 Finance lease cost Amortization expense Depreciation and amortization 429 Interest expense Interest expense, net 120 Short-term lease cost (1) 1,473 Variable lease cost (1) 6,804 Sublease income Other, net (1,293) Total lease cost $ 51,483 (1) Cost classification varies depending on the leased asset. Costs are primarily included within Sales, marketing, general and administrative and Cost of operations. Balance Sheet Information Right-of-use assets and lease liabilities are as follows: Balance Sheet Location March 31, 2021 Right-of-use assets Operating leases Operating lease right-of-use assets, net $ 93,412 Finance leases Property and equipment, net 1,858 Total right-of-use assets $ 95,270 Lease liabilities Current liabilities Operating leases Current portion of operating lease liabilities $ 30,608 Finance leases Current portion of long-term debt 568 Noncurrent liabilities Operating leases Long-term operating lease liabilities 75,396 Finance leases Long-term debt, excluding current portion 1,225 Total lease liabilities $ 107,797 Maturity of Lease Liabilities Maturities of lease liabilities by fiscal year as of March 31, 2021 are as follows: Operating Leases Finance Leases Total 2022 $ 37,129 $ 664 $ 37,793 2023 27,659 485 28,144 2024 19,378 468 19,846 2025 14,061 390 14,451 2026 9,219 — 9,219 2027 and thereafter 18,399 — 18,399 Total lease liabilities, undiscounted 125,845 2,007 127,852 Less: Imputed interest 19,841 214 20,055 Total lease liabilities $ 106,004 $ 1,793 $ 107,797 Maturities of lease liabilities by fiscal year as of March 31, 2020 were as follows: Operating Leases Finance Leases Total 2021 $ 40,476 $ 468 $ 40,944 2022 34,750 468 35,218 2023 23,761 468 24,229 2024 15,393 468 15,861 2025 10,780 390 11,170 2026 and thereafter 15,850 — 15,850 Total lease liabilities, undiscounted $ 141,010 $ 2,262 $ 143,272 Other Information Other information related to our leases as of March 31, 2021 is as follows: Operating Leases Finance Leases Weighted-average remaining lease term 4.76 years 3.52 years Weighted-average discount rate 7.29 % 6.51 % |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 8 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets generally include items for which we have paid the related vendor or supplier in advance of receiving the related service. Prepaid expenses and other current assets consisted of the following: March 31, 2021 March 31, 2020 Prepaid expenses $ 86,307 $ 73,354 Other current assets 53,951 44,613 Prepaid expenses and other current assets $ 140,258 $ 117,967 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | 9. Property and Equipment Property and equipment consisted of the following: March 31, 2021 March 31, 2020 Land $ 406 $ 406 Buildings and leasehold improvements 60,716 51,460 Computer equipment 105,450 95,079 Production equipment 17,046 17,591 Office equipment, furniture and fixtures 34,696 31,302 Construction in process 15,497 13,318 Property and equipment, gross 233,811 209,156 Accumulated depreciation (59,441) (2,960) Property and equipment, net $ 174,370 $ 206,196 Depreciation expense was $56,240 , $2,960 , and $0 for the years ended March 31, 2021, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Goodwill We assess goodwill for impairment annually (as of January 1 of each year) or whenever significant indicators of impairment are present. We recognized no impairment in conjunction with our most recent annual impairment analysis. The following table presents the changes in the carrying amount of goodwill : Software and Analytics Network Solutions Technology-Enabled Services Total Balance at March 31, 2019 $ — $ — $ — $ — Acquisitions 1,901,116 1,944,701 514,831 4,360,648 Goodwill impairment (126,839) (298,870) (135,455) (561,164) Effects of foreign currency (4,159) — — (4,159) Balance at March 31, 2020 $ 1,770,118 $ 1,645,831 $ 379,376 $ 3,795,325 Acquisitions 22,341 323,986 — 346,327 Dispositions (51,136) — — (51,136) Effects of foreign currency 15,583 — — 15,583 Adjustments 1,396 922 376 2,693 Balance at March 31, 2021 $ 1,758,302 $ 1,970,739 $ 379,752 $ 4,108,792 Fiscal Year 2020 Impairment Charge In accordance with ASC 805, on March 10, 2020, goodwill was recognized as a result of the Merger and was allocated to the Company’s reporting units on a relative fair value basis. Subsequent to the Merger, we concluded a triggering event had occurred due to the expected impact on our financial results due to COVID-19. Therefore, we performed a goodwill impairment test as of March 31, 2020 to compare each reporting unit’s carrying value to the respective fair value. The fair value of each reporting unit was determined using a combination of an income approach based on a discounted cash flow model and a market approach based on appropriate valuation multiples observed for the reporting unit’s guideline public companies. Fair value estimates resulted from a complex series of judgments about future events and uncertainties and relied heavily on estimates and assumptions. The estimates considered most impactful to the goodwill impairment test included our expectation on the amount of time it will take to return to a normal level of healthcare activity, the discount rate used in the income approach, and the market multiples used in the market approach. Reporting unit fair values were considered a Level 3 measurement due to the significance of unobservable inputs developed using company specific information. Based on the results of the interim impairment test, we recorded a non-cash pre-tax goodwill impairment charge of $561,164 which was not deductible for income tax purposes. Intangible Assets Intangible assets subject to amortization consist of the following: March 31, 2021 March 31, 2020 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Net Amount Amortization Net Customer relationships $ 3,263,653 $ (276,682) $ 2,986,971 $ 3,056,000 $ (13,064) $ 3,042,936 Technology-based intangible assets 1,261,285 (200,773) 1,060,512 1,188,000 (10,290) 1,177,710 Tradenames and other 150,538 (10,948) 139,590 146,000 (840) 145,160 Total $ 4,675,476 $ (488,403) $ 4,187,073 $ 4,390,000 $ (24,194) $ 4,365,806 Amortization expense was $463,334 , $24,194 , and $0 for the years ended March 31, 2021, 2020, and 2019, respectively. Aggregate amortization expense for intangible assets by fiscal year as of March 31, 2021 is estimated to be: 2022 $ 496,544 2023 446,194 2024 406,159 2025 373,506 2026 337,532 Thereafter 2,127,138 Total $ 4,187,073 |
Other Noncurrent Assets
Other Noncurrent Assets | 12 Months Ended |
Mar. 31, 2021 | |
Other Noncurrent Assets [Abstract] | |
Other Noncurrent Assets | 11. Other Noncurrent Assets Other noncurrent assets consist of the following: March 31, 2021 March 31, 2020 Capitalized software developed for internal use, net $ 260,858 $ 103,642 Other noncurrent assets, net 169,283 88,729 Other noncurrent assets, net $ 430,141 $ 192,372 Capitalized software developed for internal use, net includes accumulated amortization of $71,356 and $5,290 as of March 31, 2021 and 2020, respectively. Amortization expense for capitalized software developed for internal use was $71,473 for the year ended March 31, 2021 and was immaterial for the years ended March 31, 2020 and 2019. Changes in the carrying amount of capitalized software developed for sale, net, were as follows: March 31, 2021 Balance at beginning of period $ 574 Amounts capitalized 13,919 Amortization expense (1,326) Disposal from sale of businesses (837) Other (1,551) Balance at end of period $ 10,779 Activity related to capitalized software developed for sale, net, was immaterial for the year ended March 31, 2020. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 12. Accrued Expenses Accrued expenses consist of the following: March 31, 2021 March 31, 2020 Customer deposits $ 48,337 $ 37,357 Accrued compensation 177,509 113,959 Accrued outside services 45,349 28,822 Accrued insurance 10,897 14,293 Accrued income, sales and other taxes 57,742 10,129 Accrued interest 6,783 5,892 Interest rate cap agreements 22,360 28,131 Pass-through payments 16,799 29,518 Other accrued liabilities 98,517 122,193 Accrued expenses $ 484,293 $ 390,294 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 1 3 . Long-Term Debt Long-term debt consists of the following: March 31, 2021 March 31, 2020 Senior Credit Facilities $5,100,000 Term Loan Facility, due March 1, 2024 , net of unamortized discount of $87,698 and $125,793 at March 31, 2021 and 2020, respectively (effective interest rate of 4.42% and 4.42% , respectively) $ 3,405,552 $ 3,682,457 $785,000 Revolving Facility, expiring July 3, 2024 , and bearing interest at a variable interest rate (1) — 250,000 Senior Notes $1,325,000 5.75% Senior Notes due March 1, 2025 , net of unamortized discount of $6,921 and $2,228 at March 31, 2021 and 2020, respectively (effective interest rate of 5.90% and 5.80% , respectively) 1,318,079 997,772 Tangible Equity Unit Senior Amortizing Note $47,367 Senior Amortizing Notes due June 30, 2022 , net of unamortized discount of $293 and $842 at March 31, 2021 and 2020, respectively (effective interest rate of 7.44% and 7.44% , respectively) 20,345 35,431 Other 18,138 23,413 Less current portion (27,339) (278,779) Long-term debt $ 4,734,775 $ 4,710,294 (2) The weighted average interest rate at March 31, 2020 was 3.25% . Senior Credit Facilities Our long-term indebtedness includes a senior secured term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”). The Senior Credit Facilities provide us with the right at any time to request additional term loan tranches and/or term loan increases, increases in the revolving commitments and/or additional revolving credit facilities up to the sum of (i) (a) the greater of $1,080,000 or an amount equal to 100% of EBITDA for the most recently ended four fiscal quarters, plus (b) certain voluntary prepayments, repurchases, redemptions and other retirements of indebtedness and commitments under our Senior Credit Facilities, incremental equivalent debt, and refinancings thereof, plus (ii) an additional aggregate amount such that, after giving pro forma effect to such incurrence, (x) if such additional amounts are secured on a pari passu basis with the first lien obligations under our Senior Credit Facilities, our consolidated first lien net leverage ratio does not exceed 4.90 to 1.00, (y) if such additional amounts are secured on a junior lien basis to the first lien obligations under our Senior Credit Facilities, our consolidated secured net leverage ratio does not exceed 5.75 to 1.00 and (z) if such additional amounts are unsecured, either our consolidated total net leverage ratio does not exceed 6.00 to 1.00 or we could incur at least $1.00 of additional indebtedness under a consolidated interest coverage ratio test under our Senior Credit Facilities of 2.00 to 1.00. The lenders under the Senior Credit Facilities are not obligated to provide any such incremental commitments or loans, which are uncommitted, and any such addition of or increase in commitments or loans are subject to obtaining commitments and certain customary conditions precedent in our Senior Credit Facilities . Borrowings under the Senior Credit Facilities bear interest at a rate equal to either (i) LIBOR for the relevant interest period, adjusted for statutory reserve requirements (the Term Loan Facility is subject to a floor of 1.0% per year and the Revolving Facility is subject to a floor of 0.0% per year), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as publicly announced by the administrative agent as its prime rate, (b) the federal funds effective rate plus 0.5% and (c) adjusted LIBOR for an interest period of one month plus 1.0% (the Term Loan Facility may be subject to a floor of 2.0% per year ), in each case, plus an applicable margin. In addition to paying interest on outstanding principal, under the Revolving Facility, we are required to pay a commitment fee of 0.375% per year based on the unutilized commitments thereunder. We must also pay customary letter of credit fees and an annual administrative agency fee. The Senior Credit Facilities requires us to prepay outstanding term loans, subject to certain exceptions, with: · 50% of the Company’s annual Excess Cash Flow (as defined in the Senior Credit Facilities) commencing with the first full fiscal year completed after the closing of the Senior Credit Facilities (percentage is reduced to 25% and 0% if we achieve and maintain specified first lien net leverage ratios), subject to certain credits and exceptions; · 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of property, including insurance condemnation proceeds (percentage is reduced to 50% , 25% and 0% if we achieve and maintain specified first lien net leverage ratios), subject to certain exceptions, in excess of a minimum threshold and subject to our right to reinvest the proceeds; and · 100% of the net cash proceeds of any incurrence of debt by the Company, other than proceeds from debt permitted per the terms of the Senior Credit Facilities. The foregoing mandatory prepayments will be applied, subject to certain exceptions, to the term loans outstanding under the Senior Credit Facilities then outstanding as directed by us. We may voluntarily repay outstanding loans or reduce outstanding commitments under the Senior Credit Facilities at any time without premium or penalty, subject to reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings prior to the last day of the relevant interest period. Voluntary prepayments may be applied to the scheduled installments of principal of the Term Loan Facility in any order and applied to any class of loans. The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the principal amount outstanding, with the balance being payable at maturity. Principal amounts outstanding under the Revolving Facility are due and payable in full at maturity. We do no t have any remaining quarterly amortization payments. All obligations of the borrowers under the Senior Credit Facilities and under any swap agreements and cash management arrangements that are entered into are unconditionally guaranteed by all material wholly owned direct and indirect domestic restricted subsidiaries of the borrowers and by the direct parent of the Parent Borrower, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences. All obligations of the borrowers under the Senior Credit Facilities and under any swap agreements and cash management arrangements are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of all of the capital stock issued by the parent borrower and each direct wholly owned domestic restricted subsidiary of the borrowers or any subsidiary guarantor (subject to certain exceptions) and up to 65% of the capital stock issued and outstanding by each direct wholly owned foreign restricted subsidiary of the borrowers or any subsidiary guarantor (subject to certain exceptions) and (ii) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material owned real property of the borrowers and the subsidiary guarantors (subject to certain exceptions and exclusions). In June 2020, we repaid our outstanding Revolving Facility balance of $250,000 . The Revolving Facility has a total borrowing capacity of $785,000 less outstanding letters of credit which totaled $6,194 and $5,118 at March 31, 2021 and 2020, respectively. Thi s leaves $778,806 and $529,882 available for borrowing as of March 31, 2021 and 2020, respectively. During the fiscal year 2021, we repaid $315,000 on our Term Loan Facility and recognized a Loss on extinguishment of debt of $8,924 in our consolidated statement of operations . As of March 31, 2021, we were in compliance with all of the applicable covenants under the Senior Credit Facilities. Senior Notes Our long-term indebtedness also includes 5.75% senior notes due March 1, 2025 (the “Senior Notes”) with interest payable semi-annually on March 1 and September 1 of each year. In April 2020, we issued an additional $325,000 aggregate principal amount of 5.75% Senior Notes due 2025 (the “Notes”) and incurred issuance costs of $6,161 . The notes were issued as part of the same series as the $1,000,000 Senior Notes in February 2017. We may redeem the Senior Notes, in whole or in part, at any time on or after March 1, 2020 at the applicable redemption price, plus accrued and unpaid interest. If we experience specific kinds of changes in control (including the closing of the UHG Transaction), we must offer to purchase the Senior Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. Our obligations under the Senior Notes are guaranteed on a senior basis by all of our existing and subsequently acquired or organized wholly owned U.S. restricted subsidiaries that guarantee the Senior Credit Facilities. The Senior Notes and the related guarantees are effectively subordinated to our existing and future secured obligations and that of our affiliate guarantors to the extent of the value of the collateral securing such obligations and are structurally subordinated to all existing and future indebtedness and other liabilities of any of our subsidiaries that do not guarantee the Senior Notes. As of March 31, 2021, w e were in compliance with all of the applicable covenants under the Senior Notes. Tangible Equity Unit Senior Amortizing Note See Note 16, Tangible Equity Units , for information. Other From time to time, we enter into deferred financing arrangements with certain vendors. The obligations under such arrangements are recorded at the present value of the scheduled payments. Such future payments totaled approximately $16,346 and $21,454 at March 31 , 202 1 and 2020, respectively . In addition, we have certain finance lease obligations that are classified as debt as discussed in Note 7, Leases . Aggregate Future Maturities The aggregate amounts of future maturities by fiscal year under long-term debt arrangements are as follows: 2022 $ 27,339 2023 9,416 2024 3,494,961 2025 1,325,372 2026 — Thereafter — Total $ 4,857,088 |
Interest Rate Cap Agreements
Interest Rate Cap Agreements | 12 Months Ended |
Mar. 31, 2021 | |
Interest Rate Cap Agreements [Abstract] | |
Interest Rate Cap Agreements | 14. Interest Rate Cap Agreements Risk Management Objective of Using Derivatives We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage exposures to a wide variety of business and operational risks through management of core business activities. We manage economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instrument contracts to manage differences in the amount, timing and duration of known or expected cash receipts and known or expected cash payments principally related to existing borrowings. Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate cap agreements as part of our interest rate risk management strategy. Payments and receipts related to interest rate cap agreements are included in cash flows from financing activities in the consolidated statements of cash flows. In August 2018, the Joint Venture executed annuitized interest rate cap agreements with notional amounts of $500,000 , accreting to $1,500,000 to limit the exposure of the variable component of interest rates under the T erm L oan F acility or future variable rate indebtedness to a maximum of 1.0% . The interest rate cap agreement s became effective August 31, 2018 , accreted to $1,500,000 and expire December 31, 2021 . Upon completion of the Merger, these agreements were redesignated as cash flow hedges of the Company. In March 2020, we executed additional annuitized interest rate cap agreements with notional amounts totaling $1,000,000 to limit the exposure of the variable component of the interest rates under the Term Loan Facility or future variable rate indebtedness to a maximum of 1.0% . Each interest rate cap agreement became effective March 31, 2020 and expires March 31, 2024 . A t March 31, 2021, each of our outstanding interest rate cap agreements were designated as cash flow hedge s of interest rate risk and w ere determined to be highly effective. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. We estimate that $1,935 will be reclassified as an increase to interest expense within one year. T he fair value of derivative instruments is as follows : Fair Values of Derivative Financial Instruments Asset (Liability) Derivative financial instruments designated as hedging instruments: Balance Sheet Location March 31, 2021 March 31, 2020 Interest rate cap agreements Accrued expenses $ (22,360) $ (28,131) Interest rate cap agreements Other long-term liabilities (365) (19,277) Total $ (22,725) $ (47,408) Effect of Derivative Instruments on the Statement of Operations The effect of the derivative instruments on the consolidated statements of operations is as follows : Year Ended Year Ended Year Ended Derivative financial instruments in cash flow hedging relationships: March 31, 2021 March 31, 2020 March 31, 2019 Gain (loss) related to derivative financial instruments recognized in other comprehensive income (loss) $ (4,855) $ (1,361) $ — Gain (loss) related to portion of derivative financial instruments reclassified from accumulated other comprehensive income (loss) to interest expense $ 1,202 $ (22) $ — Credit Risk- R elated Contingent Features We have agreements with each of our derivative counterparties providing that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we also could be declared in default on our derivative obligations. As of March 31, 202 1 , the termination value of derivative financial instruments in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, was $23,063 . If we had defaulted on any of our indebtedness at Ma r ch 31, 202 1 , we could have been required to settle our obligations under the agreements at this termination value. We do not offset any derivative financial instruments and the derivative financial instruments are not subject to collateral posting requirements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 15 . Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table below summarizes our assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted in Significant Other Significant Identical Markets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Balance at March 31, 2021: Interest rate cap agreements $ (22,725) $ — $ (22,725) $ — Contingent consideration obligation — — — — Total $ (22,725) $ — $ (22,725) $ — Balance at March 31, 2020: Interest rate cap agreements $ (47,408) $ — $ (47,408) $ — Contingent consideration obligation (3,000) — — (3,000) Total $ (50,408) $ — $ (47,408) $ (3,000) D erivative Financial Instruments The valuation of our derivative financial instruments is determined using widely accepted valuation techniques, including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities . The fair value of the interest rate cap agreements is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements . We measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs to evaluate the likelihood of both our own default and counterpart y default . As of March 31, 202 1 , we determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives and therefore, the valuations are classified in Level 2 of the fair value hierarchy. Contingent Consideration Prior to December 31, 2020, the valuation of our contingent consideration obligations was determined using a discounted cash flow method that involved a M onte C arlo simulation. This analysis reflects the contractual terms of the purchase agreements (i.e., minimum and maximum payments, length of earn-out periods, manner of calculating amounts due, etc.) and utilizes assumptions with regard to future cash flows that were determined using a M onte C arlo simulation which were then discounted to present value using an appropriate discount rate. Significant increases in future revenue assumptions would have resulted in a higher fair value measurement while an increase in the discount rate would have resulted in a lower fair value measurement. The measurement period ended December 31, 2020 at which point no obligations remained and the contingent consideration was reduced to zero. The table below presents a reconciliation of the fair value of the liabilities that use significant unobservable inputs (Level 3): Year Ended March 31, 2021 Balance at beginning of period $ (3,000) Gain (loss) included in contingent consideration 3,000 Balance at end of period $ — The contingent consideration obligation was acquired as part of the Merger and there was no significant activity for the year ended March 31, 2020. Assets and Liabilities Measured at Fair Value upon Initial Recognition The carrying amount and the fair value of financial instruments held as of March 31, 2021 and 2020 were as follows: March 31, 2021 March 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 113,101 $ 113,101 $ 410,405 $ 410,405 Investment in business purchase option $ — $ — $ 146,500 $ 146,500 Senior Credit Facilities (Level 2) $ 3,405,552 $ 3,488,883 $ 3,682,457 $ 3,452,687 Senior Notes (Level 2) $ 1,318,079 $ 1,351,500 $ 997,772 $ 950,000 Debt component of tangible equity units (Level 2) $ 20,345 $ 21,435 $ 35,431 $ 34,806 As described in Note 10, Goodwill and Intangible Assets , our prior year goodwill impairment analysis utilized Level 3 inputs in determining reporting unit fair values. Additionally, the assets acquired and liabilities assumed as part of business acquisitions were recorded at fair value upon initial recognition. See Note 4, Business Combinations , for additional information. |
Tangible Equity Units
Tangible Equity Units | 12 Months Ended |
Mar. 31, 2021 | |
Tangible Equity Units [Abstract] | |
Tangible Equity Units | 1 6 . Tangible Equity Units In July 2019, we completed our 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 . We 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 consolidated balance sheets. 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 Component Debt Component 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, we pay 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. Unless settled earlier, each purchase contract will automatically settle on June 30, 2022 . Holders of the purchase contracts may elect to early settle prior to June 30, 2022 at the minimum settlement rate, resulting in the holder receiving the minimum number of shares for that purchase contract. We will deliver between a minimum of 15,492,315 shares and a maximum of 18,590,682 shares of common stock, subject to adjustment, based on the Applicable Market Value (as defined below) of 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 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 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 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 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. After the initial issuance date, we may elect to have the purchase contracts settled prior to the mandatory settlement date, June 30, 2022 . Upon settlement, each purchase contract will be settled for common stock equal to 3.2051 shares of common stock per purchase contract. In the event of certain types of changes in control (including the consummation of the UHG Transaction) or other specified Reorganization Events (as defined in the TEU agreements), each outstanding purchase contract will convert to a contract entitling the holder to receive cash or other assets that holders of the Company’s common stock are entitled to receive in the Reorganization Event. The amount of cash or other assets each holder is entitled to following a Reorganization Event is based on the Applicable Market Value and the corresponding settlement rate in effect at the time. The following table summarizes TEU activity: Tangible Equity Units Outstanding at March 31, 2019 — Issued 5,750,000 Conversions (612,655) Outstanding at March 31, 2020 5,137,345 Conversions (303,700) Outstanding at March 31, 2021 4,833,645 |
Equity Method Investment in Cha
Equity Method Investment in Change Healthcare LLC | 12 Months Ended |
Mar. 31, 2021 | |
Equity Method Investment in Change Healthcare LLC [Abstract] | |
Equity Method Investment in Change Healthcare LLC | 1 7 . Equity Method Investment in Change Healthcare LLC Equity Method Investment in Change Healthcare LLC In connection with the creation of the Joint Venture in March 2017 , we exchanged our 45.615% investment in Change Healthcare Performance, Inc. (“Legacy CHC “) for 30% of the membership units of the Joint Venture. At this time, the Joint Venture issued debt and used the proceeds to acquire the remaining 54.385% of Legacy CHC. In March 2017, t he fair value of the Joint Venture was determined using a combination of the income and the market valuation approaches. Under the income approach, a discounted cash flow model was used in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, were discounted to their present value using an expected rate of return. Under the market approach, valuation multiples of reasonably similar publicly traded companies or guideline companies were applied to the Joint Venture’s operating results. These valuation approaches were considered a Level 3 fair value measurement because they required complex assumptions and judgment s 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. Following our initial public offering in July 2019, the Company contributed the offering proceeds to the Joint Venture in exchange for 49,285,713 additional units of the Joint Venture, representing approximately 11% of additional ownership interest. As a result of the additional ownership interest acquired, the Company measured additional basis differences based on the fair value of the Joint Venture’s assets and liabilities as of the date of the initial public offering using valuation approaches substantially similar to those used at creation of the Joint Venture . Prior to the Merger on March 10, 2020 , we accounted for our investment in the Joint Venture using the equity method of accounting. During the period from April 1, 2019 to March 10 , 2020 , and the year ended March 31, 2019, we recorded a proportionate share of the loss from this investment of $380,713 , $70,487 , 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 s are included in Loss from Equity Method Investment in the Joint Venture in the consolidated statements of operations. Following completion of the Merger, we consolidate the Joint Venture and no longer account for our ownership interest as an equity method investment. Summarized financial information of the Joint Venture is as follows: Period of April 1, 2019 to Year Ended Statement of Operations Data: March 10, 2020 March 31, 2019 Total revenue $ 3,092,875 $ 3,281,729 Cost of operations (exclusive of depreciation and amortization) $ 1,263,244 $ 1,354,655 Customer postage $ 215,448 $ 238,618 Net income (loss) $ 123,771 $ 176,670 Balance Sheet Data: March 10, 2020 Current assets $ 1,339,908 Long-term assets $ 5,187,220 Current liabilities $ 1,112,875 Long-term liabilities $ 5,185,304 Other Investments At the time of our initial public offering, we 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 1 6, Tangible Equity Units ). Prior to the Merger, we accounted for these mirror arrangements as investments in debt and equity securities. After the Merger, our investments in the TEUs of the Joint Venture are eliminated in consolidation. The following table presents a reconciliation of the activity related to the other investments : Year Ended March 31, 2020 Balance at beginning of period $ — Acquisition of forward purchase contracts 232,928 Acquisition of available-for-sale debt securities 45,946 Receipt of payments on debt securities (7,332) Change in fair value of forward purchase contracts 14,836 Change in fair value of debt securities 1,489 TEU conversions of forward purchase contracts (31,000) Settlement of investment in forward purchase contracts (1) (216,764) Elimination of investment in debt securities (2) (40,103) Balance at end of period $ — (1) Amount is included as part of the Merger purchase price. See Note 4 , Business Combinations for additional information . (2) Amount is eliminated as part of consolidation. |
Incentive Compensation Plans
Incentive Compensation Plans | 12 Months Ended |
Mar. 31, 2021 | |
Incentive Compensation Plans [Abstract] | |
Incentive Compensation Plans | 1 8 . I ncentive Compensation Plans Prior to the Merger, we provided equity awards to employees of the Joint Venture which were subject to the accounting framework for awards granted to non-employees. Under this framework, we recognized stock compensation expense within Loss from Equity Method Investment in the Joint Venture on the consolidated statements of operations for our 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. Upon closing of the UHG Transaction, existing awards will generally convert to equivalent UHG awards with consistent vesting provisions. Certain awards will vest upon closing of the UHG Transaction per the terms of the UHG Agreement. L egacy CHC Equity Plan In connection with the creation of the Joint Venture, we assumed and amended the Legacy CHC Equity Plan. Pursuant to the amended Legacy CHC Equity Plan , 37.9 million 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 grant ed 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 Legacy CHC 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. Replacement Awards In connection with the creation of the Joint Venture , we were obligated to either assume obligations related to existing equity award s or issue substantially equivalent equity awards. We elected to issue replacement awards with 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 creation of the Joint Venture , 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. R eplacement awards granted under the Legacy CHC Equity Plan consisted of one, or a combination of, time-vested awards and/or performance-based awards. Vested Awards : " Tier I Time-Vesting Awards became immediately vested in connection with the creation of the Joint Venture , 54.4% of which were liquidated for cash at the creation . The remaining 45.6% 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 (“Replacement Time-Vesting Options ”). 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 cash payment related to the proportionate value of the 2017 Tax Receivable Agreement at the time of the creation of the Joint Venture . " Tier II Time-Vesting Awards immediately vested when the Joint Venture was formed but because the original exercise price of these awards was greater than the fair value of the stock at the time of the creation of the Joint Venture , none of the awards were liquidated and they were replaced with vested Replacement Time-Vesting Options with an exercise price equal to the original exercise price reduced by the fair value of one share of eRx Network stock. " 2.0x Exit-Vesting Awards immediately vested when the Joint Venture was formed as a result of meeting the specified performance and market conditions outlined in the original award terms. As with the Tier I Time-Vesting Awards, 54.4% were liquidated for cash upon the closing. The remaining 45.6% of such options were exchanged for vested Replacement Time-Vesting Options with exercise prices and expiration terms that correspond with those of the original grant to the Legacy CHC Equity Plan participants. The 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 cash payment related to the proportionate value of the 2017 Tax Receivable Agreement at the time of the creation of the Joint Venture . The following table summarizes Replacement Time-Vesting Option activity for the year ended March 31, 202 1 : Replacement Weighted Average Aggregate Time-Vesting Weighted Average Remaining Intrinsic Options Exercise Price Contractual Term Value Outstanding at April 1, 2020 3,458,744 $ 11.95 3.3 $ 4,083 Exercised (778,441) $ 10.64 — $ 4,906 Forfeited (196,221) $ 18.67 — $ 673 Outstanding at March 31, 2021 2,484,082 $ 11.83 2.4 $ 25,517 Exercisable at March 31, 2021 2,484,082 $ 11.83 2.4 $ 25,517 Unvested Awards : Certain awards granted by Legacy CHC contained conditions that were not satisfied at the time of the creation of the Joint Venture . These awards generally vest subject to the employee’s continued employment through the date when Blackstone has sold at least 25% of its shares of Legacy CHC (i.e. , a liquidity event) and achieved specified rates of return that vary by award. When the Joint Venture was formed , these unvested equity awards were replaced with unvested restricted stock (“Replacement Exit-Vesting Restricted Stock”) with an aggregate intrinsic value and vesting conditions which were identical to the original awards. We estimated the fair value of the Replacement Exit-Vesting Restricted Stock using the Monte Carlo Simulation pricing model. Legacy CHC Equity Plan participants also received unvested restricted stock of eRx Network and a right, contingent upon vesting of the awards, to receive a future cash payment related to the proportionate value of the 2017 Tax Receivable Agreement. As of March 31, 2021, unrecognized expense related to the Replacement Exit-Vesting Restricted Stock was $0 . The following table summarizes Replacement Exit-Vesting Restricted Stock activity for the year ended March 31, 202 1 : Weighted Replacement Average Exit-Vesting Grant Date Restricted Stock Fair Value Unvested at April 1, 2020 1,005,718 $ 12.87 Canceled (83,466) $ 12.63 Unvested at March 31, 2021 922,252 $ 12.89 Time-Vesting and Exit Vesting Options Time-vesting options were granted with an exercise price equal to the fair value of the common stock on the date of grant and generally vest in equal 25% installments on the first through fourth anniversar ies of the designated vesting start date, subject to the awardholders ’ continued employment through the vesting date. We estimate d the fair value of the time-vesting options using the Black-Scholes option pricing model. As of March 31, 2021, unrecognized expense related to the time-vesting options was $4,295 which is expected to be recognized over a weighted average period of 0.7 years. Exit-vesting options were granted with an exercise price equal to the fair value of the common stock on the date of grant and vest, subject to the award holder’s continued employment through the vesting date, on the earlier 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. In May 2018, the terms of the e xit- v esting o ptions and Replacement Exit-Vesting Restricted Stock were modified to permit, in addition to existing vesting provisions, vesting to occur in three equal installments commencing on the earlier of the date that (i) affiliates of Blackstone sell more than 25% of the equity interests of the Joint Venture held by it on the Transaction Date and McKesson distributes more than 50% of the equity interests of the Joint Venture held by it on the Transaction Date or (ii) McKesson and affiliates of Blackstone collectively sell more than 25% of the aggregate equity interests held by McKesson and Blackstone on the Transaction Date. No effect on compensation expense was recognized in connection with this modification as the vesting of the affected awards remained not probable following the modification. We estimated the fair value of the exit-vesting options using the Monte Carlo Simulation option pricing model. We will no t record compensation expense for these awards until the exit-vesting provisions occur. As of March 31, 2021, unrecognized expense related to the exit -vesting options was $28,008 . The following table summarize s outstanding time-vesting and exit-vesting option activity for the year ended March 31, 202 1 : Weighted Average Weighted Average Remaining Aggregate Awards Exercise Price Contractual Term Intrinsic Value Time- Exit- Time- Exit- Time- Exit- Time- Exit- Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Options Options Options Options Options Options Options Options Outstanding at April 1, 2020 5,732,247 5,254,104 $ 18.99 $ 18.99 7.6 7.6 $ — $ — Exercised (410,632) — $ 18.99 $ — — — $ 1,754 $ — Forfeited (257,467) (503,477) $ 18.99 $ 18.99 — — $ 906 $ 1,567 Outstanding at March 31, 2021 5,064,148 4,750,627 $ 18.99 $ 18.99 6.6 6.6 $ 15,764 $ 14,774 Exercisable at March 31, 2021 4,426,522 — $ 18.99 $ — 6.6 — $ 13,781 $ — The following table summarizes unvested time-vesting and exit-vesting option activity for the year ended March 31, 202 1 : Time-Vesting Options Exit-Vesting Options Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at April 1, 2020 1,988,559 $ 9.78 5,254,104 $ 5.90 Granted — — — — Cancelled (118,428) $ 9.78 (503,477) $ 5.90 Vested (1,232,505) $ 9.78 — — Unvested at March 31, 2021 637,626 $ 9.78 4,750,627 $ 5.90 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 year ended March 31, 2019. There were no new options granted during the years ended March 31, 2021 and 2020. Replacement Time-Vesting Exit-Vesting Exit-Vesting Options Options Restricted Stock Year Ended March 31, 2019: Weighted average fair value $ 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 · Expected dividend yield – Prior to the Merger, the Company was subject to limitations on the payment of dividends under the LLC Agreement. An increase in the dividend yield will decrease compensation expense. · Expected volatility – Expected volatility 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 between the actual or expected vesting date and the contractual term. An increase in the expected term will increase compensation expense. Omnibus Incentive Plan Long -term Incentive Plan Awards Effective as of our initial public offering, we adopted the Change Healthcare Inc. 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) pursuant to which 25.0 million shares of common stock have been reserved for issuance to employees, directors and consultants. In connection with the Omnibus Incentive Plan, during the year s ended March 31, 2021 and 2020, we granted to our employees and directors one or a combination of time-vesting restricted stock units, performance stock units, cash settled restricted stock units and time-vesting deferred stock units, under vesting terms that generally vary from one to four years from the date of grant. The fair value of each of these awards was determined on a per share basis based on our closing stock price on the date of grant. Each of these instruments are described below. Restricted Stock Units (“RSUs”) – The RSUs are subject to either a graded vesting schedule over four years, or a one- or four- year cliff vesting schedule, depending on the terms of the specific award. Certain RSUs were granted with accelerated vesting terms, in which 50% of the RSUs will vest on the first anniversary of the vesting commencement date and 25% of the RSUs will vest on each of the second and third anniversaries of the vesting commencement date. Upon vesting, RSUs are exchanged for shares of common stock. Performance Stock Units (“PSUs”) – The PSUs consist of two tranches, one for which the quantity of awards expected to vest varies based on the Company’s compound annual revenue growth rate over a three-year period in comparison to a target percentage and one for which the quantity of awards expected to vest varies based on the Company’s compound annual adjusted EBITDA growth rate over a three-year period in comparison to a target percentage. The awards granted during the year ended March 31, 2020 that are earned upon satisfaction of the performance conditions vest on the fourth anniversary of the vesting commencement date of the award (i.e., continued service is required beyond the satisfaction of the performance condition prior to vesting). The awards granted during the year ended March 31, 2021 that are earned upon satisfaction of the performance conditions vest on the third anniversary of the vesting commencement date of the award. We recognize compensation expense for PSUs based on the number of awards that are considered probable to vest. Recognition of expense is based on the probability of achievement of performance targets and is periodically reevaluated. Cash Settled Restricted Stock Units (“CSRSUs”) – The CSRSUs are expected to vest ratably over one or three years , depending on the terms of the specific award. Upon vesting, we are required to pay cash in settlement of such CSRSUs based on their fair value at the vesting date. As such, these awards are classified as liabilities and are recorded as Accrued liabilities on our consolidated balance sheets. During the years ended March 31, 2021 and 2020, we made cash payments of $2,273 and $0 to settle Cash Settled Restricted Stock Units upon vesting. Deferred Stock Units (“DSUs”) – The DSUs vest 100% upon the one -year anniversary of the date of grant. Unlike the RSUs, the DSUs are exchanged for shares of the Company’s common stock following the participant’s separation from service. The following table summarizes the Long-term Incentive Plans activity for the year s ended March 31, 2 021 : Restricted Deferred Cash Settled Performance Stock Units Stock Units Restricted Stock Units Stock Units Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Unvested at April 1, 2020 4,468,089 $ 13.53 45,704 $ 15.06 477,561 $ 14.35 965,689 $ 14.34 Granted 11,579,143 $ 17.68 86,916 $ 11.93 172,524 $ 11.93 1,177,152 $ 14.26 Cancelled (795,515) $ 12.63 — — (41,757) $ 13.19 (84,311) $ 13.75 Vested (1) (1,131,199) $ 13.63 (45,704) $ 15.06 (173,816) $ 14.39 — — Unvested at March 31, 2021 14,120,518 $ 16.98 86,916 $ 11.93 434,512 $ 13.49 2,058,530 $ 14.32 (1) During the year ended March 31, 2021, 45,704 Deferred Stock Units vested. However, these holders of these awards do not receive shares of common stock in exchange for these DSUs until they leave their position as described above. eRx Awards Upon completion of the eRx acquisition all outstanding eRx equity awards were canceled. Holders of eRx stock options and vested eRx stock appreciation rights were able to elect to receive consideration in the form of a cash payment or vested stock appreciation rights of the Company (“eRx vested SARs”). There were 478,180 of eRx vested SARs granted in conjunction with the eRx acquisition. These awards will remain outstanding until the individual holders exercise their award but are fully vested. As such, these eRx vested SARs are excluded from the unvested awards table below. For individuals with unvested eRx equity awards, we elected to issue replacement awards with vesting and exercisability terms generally identical to the existing eRx awards which were replaced. These replacement awards were granted under the Omnibus Incentive Plan and consisted of unvested restricted share units (“eRx RSUs”) and unvested stock appreciation rights (“eRx unvested SARs”) with terms identical to the original eRx awards. The awards vest subject to the employee’s continued employment through the date when Blackstone has sold at least 25% of the maximum number of shares held by it (i.e., a liquidity event) and achieved specified rates of return that vary by award. Upon vesting and upon exercise of the outstanding eRx vested SARs, we are required to pay cash in settlement of such eRx awards based on their fair value at the vesting date. As such, these awards are classified as liabilities and are recorded as Accrued liabilities on our consolidated balance sheets. The following table summarizes the eRx Awards activity for the year s ended March 31, 2 021 : eRx Restricted eRx Unvested Stock Stock Units Appreciation Rights Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at April 1, 2020 — — — — Granted 262,071 $ 11.04 11,439 $ 11.04 Cancelled (18,238) $ 11.04 — $ 11.04 Vested — — — — Unvested at March 31, 2021 243,833 $ 11.04 11,439 $ 11.04 At March 31, 2021, aggregate unrecognized compensation expense related to awards granted under the Omnibus Incentive Plan was $239,038 which is expected to be recognized over a weighted average period of 1.8 years. Equity Compensation Expense The following is a summary of equity compensation expense. Prior to the Merger, no net equity compensation expense was recognized in the Change Healthcare Inc. financial statements due to a requirement of the Change Healthcare LLC agreement. As such, equity compensation for the years ended March 31, 2020 and 2019 was immaterial: Year-Ended Year-Ended Year-Ended March 31, 2021 March 31, 2020 March 31, 2019 Equity compensation expense $ 59,016 $ 1,701 $ — Deferred tax benefit recognized $ 7,336 $ 166 $ — Actual tax benefit recognized $ 6,067 $ 152 $ — |
Retirement Plans and Other Post
Retirement Plans and Other Postretirement Benefits | 12 Months Ended |
Mar. 31, 2021 | |
Retirement Plans and Other Postretirement Benefits[Abstract] | |
Retirement Plans and Other Postretirement Benefits | 1 9 . Retirement Plans and Other Postretirement Benefits Defined Contribution Plans Employees may participate in one of our 401 ( k ) plans, which provide for matching contributio ns. Expenses related to these 401 ( k ) plans were $30,931 for the year ended March 31, 2021 and were immaterial for the years ended March 31, 2020 and 2019. Deferred Compensation Plans Certain of our employees are eligible to participate in deferred compensation plans. Pursuant to these deferred compensation plans, certain executives and other highly compensated employees may defer a portion of their salaries and incentive compensation at their discretion. The following table summarizes the liabilities related to this plan: Balance Sheet Location March 31, 2021 March 31, 2020 Accrued expenses $ 1,746 $ 1,772 Other long-term liabilities 18,860 15,880 Total deferred compensation $ 20,606 $ 17,652 Post-employment Benefits We generally offer post-employment benefits to its employees in the case of certain employee termination events consisting of severance and outplacement services. The extent of such benefits varies based on employee title and accumulates based on the respective employee’s years of service. Due to the episodic nature of severance benefit history and the inability to reasonably predict future termination events, no accrual for accumulating severance benefits is accrued until the point that the payment of a severance benefit is probable and can be reasonably estimated. As of March 31, 2021 and 2020, we recognized liabilities related to these benefits of $1,960 and $5,927 , respectively. |
Tax Receivable Agreements
Tax Receivable Agreements | 12 Months Ended |
Mar. 31, 2021 | |
Tax Receivable Agreements [Abstract] | |
Tax Receivable Agreements | 20 . Tax Receivable Agreements Upon the consummation of the Merger, we assumed obligations related to certain tax receivable agreements (collectively, the “tax receivable agreements”) entered into by the Joint Venture with its current and former owners. Depending on whether the respective tax receivable agreements were assumed as part of the Merger or became effective as result of the Merger, the liabilities related to the tax receivable agreements are subject to differing accounting models as explained below. Under the tax receivable agreements assumed in connection with the Merger, we are obligated to make payments to certain former stockholders as well as to affiliates of The Blackstone Group, Inc., some of whom are considered related parties. The cash payments made are equal to 85% of the applicable cash savings realized or expected to be realized for the applicable tax receivable agreements. As the payments are due to both current and former owners, we have separately presented the estimated aggregated payments due to related parties in future fiscal years in the table below. McKesson Tax Receivable Agreement In connection with the closing of the Merger, we , along with the Joint Venture, the subsidiaries of McKesson that served as members of the Joint Venture and McKesson entered into a tax receivable agreement (the “McKesson Tax Receivable Agreement”). The McKesson Tax Receivable Agreement generally requires payment to affiliates of McKesson of 85% of certain cash tax savings realized (or, in certain circumstances, deemed to be realized) in periods ending on or after the date on which McKesson ceases to own at least 20% of the Joint Venture as a result of (i) certain amortizable tax basis in assets transferred to the Joint Venture at the Contribution Agreement Closing and (ii) imputed interest deductions and certain other tax attributes arising from payments under the McKesson Tax Receivable Agreement. Future Tax Receivable Agreement Payments Based on facts and circumstances at March 31, 2021, we estimate the aggregate payments due under our tax receivable agreements in future fiscal years to be as follows: Related Party Tax Receivable Agreements McKesson Tax Receivable Agreement Other Tax Receivable Agreements Total 2022 $ 10,766 $ 189 $ 10,457 $ 21,412 2023 11,392 24,748 10,761 46,901 2024 10,626 16,478 10,295 37,399 2025 37,213 20,052 16,557 73,822 2026 46,623 57,196 19,350 123,169 Thereafter 63,323 39,785 49,777 152,885 Gross expected payments 179,943 158,448 117,197 455,588 Less: Amounts representing discount (66,026) — (35,917) (101,943) Total tax receivable agreement obligations 113,917 158,448 81,280 353,645 Less: Current portion due (10,766) (189) (10,457) (21,412) Tax receivable agreement long-term obligations $ 103,151 $ 158,259 $ 70,823 $ 332,233 The timing and/or amount of aggregate payments due may vary based on a number of factors, including the amount of net operating losses and income tax rates. The amount of aggregate payments shown above do not reflect any potential impacts from the UHG Transaction. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 21. Income Taxes The income (loss) before income tax provision (benefit) includes the following components: Year Ended Year Ended Year Ended March 31, 2021 March 31, 2020 March 31, 2019 Domestic (U.S.) $ (145,328) $ (1,091,272) $ (70,607) Foreign (2,069) 421 - Total $ (147,397) $ (1,090,851) $ (70,607) The income tax provision (benefit) was as follows: Year Ended Year Ended Year Ended March 31, 2021 March 31, 2020 March 31, 2019 Current: U.S. Federal $ 2,515 $ — $ — U.S. State 5,805 466 — Foreign 2,789 102 — Current income tax provision (benefit) 11,109 568 — Deferred: U.S. Federal (47,052) (113,523) (15,468) U.S. State (1,249) (30,297) (3,127) Foreign 2,005 (2) — Deferred income tax provision (benefit) (46,296) (143,822) (18,595) Total income tax provision (benefit) $ (35,187) $ (143,254) $ (18,595) Effective Tax Rate The reconciliation between the federal statutory rate and the effective income tax rate is as follows: Year Ended Year Ended Year Ended March 31, 2021 March 31, 2020 March 31, 2019 Statutory U.S. federal tax rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal benefit) (2.7) 2.1 3.5 Change in fair value of equity based awards — (1.2) 1.0 Look through accounting policy election — 2.1 — Research and development credit 11.0 0.2 1.6 Gain on sale of business (4.4) — — — — Foreign income taxes (1.5) — — — — Equity compensation (1.3) — — — — eRx option 2.9 — — — — Goodwill impairment charge — (10.8) — Other (1.2) (0.3) (0.8) Effective income tax rate 23.8 % 13.1 % 26.3 % Deferred Tax Assets and Liabilities Prior to the Merger, we recorded deferred tax assets and liabilities using the outside basis approach and as a result of the Merger, we elected to begin recording deferred tax assets and liabilities using the look through approach. Therefore, the change in deferred tax assets and liabilities for the year ended March 31, 2020 reflects the impact of both our change in accounting as well as the impact of the Merger accounted for under ASC 805 as described in Note 4, Business Combinations . The change in accounting resulted in a reduction to our deferred tax liability of $28,576 . Significant components of our deferred tax assets (liabilities) were as follows: March 31, 2021 March 31, 2020 Depreciation and amortization $ (1,046,755) $ (1,034,407) Net operating losses 299,606 348,329 Tax receivable agreements obligations to related parties 67,633 68,900 Fair value of interest rate cap agreements 1,466 14,011 Accruals and reserves 60,661 15,680 Tax credits 38,138 16,629 Debt discount and interest (6,594) (9,661) Equity compensation 38,289 18,560 Valuation allowance (20,238) (29,350) 163(j) Business interest expense limitation 2,056 23,842 Accounting method change (ASC 606 adoption) (23,315) (31,886) Right of use asset (24,262) — Right of use liability 27,377 — Residual deferred tax asset 5,518 12,072 Accounts receivable 6,107 5,793 Other (2,779) (3,696) Net deferred tax assets (liabilities) $ (577,092) $ (585,184) Reported as: Non-current deferred tax assets 28,199 30,720 Non-current deferred tax liabilities (605,291) (615,904) Net deferred tax assets (liabilities) $ (577,092) $ (585,184) At March 31, 2021, we had net operating loss carryforwards for federal and state income tax purposes of $1,033,208 and $1,518,520 , respectively, which expire from 2031 through 2037 and 2022 through 2040 , respectively. At March 31, 2021, we had operating loss carryforwards for foreign tax purposes of $4,117 , certain of which expire starting in 2024 . A portion of net operating loss carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods due to “change of ownership” provisions; however, we do not believe the limitation will impact our ability to utilize the net operating loss carryforwards. At March 31, 2021, we had research and development (“R&D”) tax credit carryforwards for federal and state income tax purposes of $35,278 and $2,665 , respectively . The federal credits expire from 2038 through 2041 , while all of the state credits have an indefinite carryforward period. We believe that it is more likely than not that the benefit from certain state and foreign net operating loss carryforwards and a residual deferred tax asset recorded under the look through approach will not be realized. In recognition of this risk, we have recorded a valuation allowance of $14,719 on the deferred tax assets related to these net operating loss carryforwards and a valuation allowance of $5,519 on the residual deferred tax asset. If recognized, the tax benefits related to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense of $20,238 . Unrecognized Tax Benefits The federal, state and foreign net operating loss carryforwards and R&D tax credits within the income tax returns filed included unrecognized tax benefits. The deferred tax assets recognized for those net operating losses and R&D tax credits are presented net of unrecognized tax benefits. A reconciliation of unrecognized tax benefits is as follows: Year Ended Year Ended March 31, 2021 March 31, 2020 Beginning unrecognized benefit $ 56,177 $ 863 Decreases from prior period tax positions — (2) Increases from prior period tax positions 3,010 — Increases from current period tax positions 4,923 769 Increases from acquisition — 54,547 Ending unrecognized benefit $ 64,110 $ 56,177 If the above unrecognized tax benefits were recognized, $54,380 would affect the effective income tax rate. We recognize interest income and expense (if any) related to income taxes as a component of income tax expense. We recognized interest and penalties of $121 , $138 and $0 for the years ended March 31, 2021, 2020 and 2019, respectively. We file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The U.S. federal and state income tax returns for certain subsidiaries remain subject to exa mination by the Internal Revenue Service for the tax years 2013 and beyond (i.e., periods prior to the Transactions). With respect to state and foreign jurisdictions, we 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, we believe that adequate amounts of tax, interest and penalties have been provided for in the consolidated financial statements for any adjustments that may be incurred due to state, local or foreign audits. Tax Legislation Updates On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. Included in the CARES Act are numerous income tax provisions including changes to the net operating loss rules and the business interest expense deduction rules under Code Section 163(j). The Company anticipates benefiting from the changes to the business interest expense deduction rules which temporarily increase the amount of interest expense that businesses are allowed to deduct on their tax returns by increasing the 30% Adjusted Taxable Income limitation to 50% for corporations for tax years 2019 and 2020. Such benefit resulted in an increase in the amount of deductible interest available to the Company in 2020 and 2021. However, this did not result in any immediate change to the Company’s tax position given the amount of net operating losses currently available. In addition, the CARES Act accelerates the remaining alternative minimum tax (“AMT”) credit refund allowances resulting in taxpayers being able to immediately claim a refund in full for any AMT credit carryforwards, which should provide the Company with the accelerated receipt of its AMT credit refund of $869 . |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Mar. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 22 . Net Income (Loss) Per Share The following table sets forth the computation of net income (loss) per share of common stock: March 31, 2021 March 31, 2020 March 31, 2019 Basic net income (loss) per share: Numerator: Net income (loss) $ (112,210) $ (947,597) $ (52,012) Denominator: Weighted average common shares outstanding 304,406,531 123,387,547 75,513,130 Minimum shares issuable under purchase contracts 16,365,258 13,609,077 — Total weighted average shares outstanding 320,771,789 136,996,624 75,513,130 Basic net income (loss) per share $ (0.35) $ (6.92) $ (0.69) Diluted net income (loss) per share: Numerator: Net income (loss) $ (112,210) $ (947,597) $ (52,012) Denominator: Number of shares used in basic computation 320,771,789 136,996,624 75,513,130 Weighted average effect of dilutive securities — — — Total weighted average shares outstanding 320,771,789 136,996,624 75,513,130 Diluted net income (loss) per share $ (0.35) $ (6.92) $ (0.69) Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per share: March 31, 2021 March 31, 2020 March 31, 2019 Dilutive shares issuable under purchase contracts 1,184,993 1,829,437 — Time-Vesting Options 932,968 1,259,594 1,869,456 Restricted Share Units — 1,345,211 — Deferred Stock Units 99,964 20,371 — |
Commitments
Commitments | 12 Months Ended |
Mar. 31, 2021 | |
Commitments [Abstract] | |
Commitments | 23. Commitments Wipro Commitment In February 2018, the Joint Venture entered into a n agreement with Wipro, LLC and Wipro Limited (jointly, “Wipro”). The original term of the a greement is ten years , with three one -year renewal options. We initially committed to purchase services from Wipro through out the ten -year term in an aggregate amount of $1,000,000 . Subsequently, in March 2020, the commitment was reduced to $975,000 . Under the a greement, Wipro will provide professional services for information technology (including infrastructure, application development and maintenance), business process outsourcing, call center services and similar services. The commitment amount may be reduced if certain events occur . If we have not fully satisfied the commitment by the end of the initial ten -year term, we are required to pay Wipro 25% of the shortfall. In connection with the agreement, we have incurred and expect to continue to incur severance costs related to the transition of services currently performed by us to Wipro. We record severance liabilities when we can reliably estimate the timing and amount of such future severance costs. Accrued severance costs associated with Wipro were not material as of March 31, 2021 and 2020. Minimum Commitments Future minimum commitments by fiscal year as of March 31, 2021 consist of the following: Payments by Period Total 2022 2023 2024 2025 2026 Thereafter Operating lease obligations (1) $ 125,845 $ 37,129 $ 27,659 $ 19,378 $ 14,061 $ 9,219 $ 18,399 Finance lease obligations (1) 2,007 664 485 468 390 — — Purchase obligations (2) 1,130,094 201,077 165,802 189,835 172,494 140,330 260,556 Total contractual obligations $ 1,257,946 $ 238,870 $ 193,946 $ 209,681 $ 186,945 $ 149,549 $ 278,955 (1) We expect to receive $1,325 in the future under noncancelable subleases. See Note 7, Leases . (2) Amounts reflect our best estimate of the timing of future payments in instances when our commitment is for an aggregate amount of purchases over a multi-year period rather than specific annual commitments . |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Mar. 31, 2021 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 24 . Legal Proceedings We are subject to various claims with customers and vendors, pending and potential legal actions for damages, investigations relating to governmental laws and regulators and other matters arising out of the normal conduct of its business. UHG Transaction Proceedings Following the announcement of the UHG Transaction, nine lawsuits challenging the UHG Transaction were filed in various jurisdictions. The first lawsuit, a putative class action alleging breaches of fiduciary duty, was filed in Tennessee Chancery Court , and was voluntarily dismissed without prejudice on March 17, 2021. The remaining eight lawsuits were filed in federal court between March 18, 2021 and April 7, 2021. The operative complaints in those actions name d us and our Board of Directors as defendants and allege d , among other things, that the proxy statement filed in conjunction with the UHG Transaction was materially incomplete and misleading in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder (“Section 14(a) Actions”). All of the Section 14(a) Actions were dismissed without prejudice by April 23, 2021. We also received written demands from purported stockholders relating to the UHG Transaction. One of the stockholders who made a written demand subsequently filed a complaint against us in the Delaware Court of Chancery on April 13, 2021 pursuant to 8. Del. C. § 220, seeking certain books and records relating to the UHG Transaction. That action, which is captioned Waterford Township Policy & Fire Retirement System v. Change Healthcare, Inc. , 2021-0317, remains pending and the parties have agreed to stay our deadline to respond to the operative pleading . Government Subpoenas and Investigations From time to time, we may receive subpoenas or requests for information from various government agencies. We generally respond to such subpoenas and requests in a cooperative, thorough and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. Such subpoenas and requests also can lead to the assertion of claims or the commencement of civil or criminal proceedings against us and other members of the health care industry, as well as to settlements. Other Matters In the ordinary course of business, we are involved in various other claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, we do not believe that it is reasonably possible that their outcomes will have a material adverse effect on our consolidated financial position, results of operations, or liquidity. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 2 5 . Related Party Transactions Term Loans Held by Related Party Certain investment funds managed by GSO Capital Partners LP (the “GSO-managed funds”) held a portion of the term loans under our Senior Credit Facilities. GSO Advisor Holdings LLC (“GSO Advisor”) is the general partner of GSO Capital Partners LP and Blackstone, indirectly through its subsidiaries, holds all of the issued and outstanding equity interests of GSO Advisor. As of March 31, 2021 and March 31, 2020, the GSO-managed funds held $162,189 and $151,301 , respectively, in principal amount of the Senior Credit Facilities (none of which is classified within current portion of long-term debt). Transactions with Blackstone Portfolio Companies We provide various services to, and purchase services from, certain Blackstone portfolio companies under contracts that were executed in the normal course of business. During the year ended March 31, 2021, we recognized revenue of $3,792 related to services provided to Blackstone portfolio companies and we paid Blackstone portfolio companies approximately $18,057 related to services provided to us. The revenue recognized and amounts paid were immaterial for the years ended March 31, 2020 and 2019. Employer Healthcare Program Agreement with Equity Healthcare Effective January 1, 2014, we entered into an employer health program agreement with Equity Healthcare LLC (“Equity Healthcare”), an affiliate of Blackstone, whereby Equity Healthcare provides certain negotiating, monitoring and other services in connection with our health benefit plans. In consideration for Equity Healthcare’s services, we pay a fee of $1.00 per participating employee per mont h. eRx Network Option Agreement Prior to the creation of the Joint Venture, we entered into an option agreement to acquire eRx (the “Option Agreement”). Under the terms of the Option Agreement, the option to acquire eRx would only become exercisable at any such time that McKesson owns (directly or indirectly), in the aggregate, less than 5% of the outstanding units of the Joint Venture. Subsequent to the Merger, the Option became exercisable and was exercised on May 1, 2020. See Note 4, Business Combinations , for additional information. Transition Services Agreements In connection with the creation of the Joint Venture, we entered into transition services agreements with eRx. Under the agreements, we provided certain transition services to eRx in exchange for specified fees. Prior to the acquisition of eRx, we recognized $283 in transition fee income during the year ended March 31, 2021. The amounts received are included in Other, net in the consolidated statement of operations. T ransition fee income was immaterial for the years ended March 31, 2020 and 2019. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 26. Segment Reporting Management views the Company’s operating results based on three reportable segments: Software and Analytics, Network Solutions and Technology-Enabled Services. Software and Analytics The Software and Analytics segment provides solutions for revenue cycle management, provider network management, payment accuracy, value-based payments, clinical decision support, consumer engagement, risk adjustment and quality performance, and imaging and clinical workflow. Network Solutions The Network Solutions segment provides solutions for financial, administrative, clinical and pharmacy transactions, electronic payments and aggregation and analytics of clinical and financial data. Technology-Enabled Services The Technology-Enabled Services segment provides solutions for financial and administrative management, value-based care, communication and payment, pharmacy benefits administration and healthcare consulting. Postage and Eliminations Postage and eliminations includes pass-through postage costs, as well as eliminations to remove inter-segment revenue and expenses and consolidating adjustments to classify certain rebates paid to channel partners as a reduction of revenue. These administrative costs are excluded from the adjusted EBITDA measure for each respective reportable segment. Segment Results Revenue and adjusted EBITDA for each of the reportable segments for the year ended March 31, 2021 are shown below. Information is reflected in the manner utilized by management to make operating decisions, assess performance and allocate resources. Such amounts include allocations of corporate shared services functions that are essential to the core operations of the reportable segments. Segment assets and related depreciation expenses are not presented to management for purposes of operational decision making, and therefore are not included in the accompanying tables. Year Ended March 31, 2021 Segment Revenue Software and Analytics $ 1,534,926 Network Solutions 717,843 Technology-Enabled Services 869,349 Postage and Eliminations (1) 96,533 Purchase Accounting Adjustment (2) (128,230) Net Revenue $ 3,090,421 Segment Adjusted EBITDA Software and Analytics $ 526,129 Network Solutions 377,005 Technology-Enabled Services 31,031 Adjusted EBITDA $ 934,165 Reconciliation of income (loss) before tax provision (benefit) to Adjusted EBITDA Income (loss) before income tax provision (benefit) $ (147,397) Amortization of capitalized software developed for sale 1,326 Depreciation and amortization 591,048 Interest expense 245,241 Equity compensation 59,016 Acquisition accounting adjustments 109,743 Acquisition and divestiture-related costs 19,709 Integration and related costs 40,675 Strategic initiatives, duplicative and transition costs 21,841 Severance costs 13,184 Accretion and changes in estimate, net 11,644 Impairment of long-lived assets and other 18,190 Gain on sale of businesses (59,143) Contingent consideration (3,000) Loss on extinguishment of debt 8,924 Other non-routine, net 3,164 Adjusted EBITDA $ 934,165 (1) Revenue for the Postage and Eliminations segment includes postage revenue of $196,532 for the year ended March 31, 2021. (2) Amount reflects the impact to deferred revenue resulting from the Merger which reduced revenue recognized during the period. Prior to the Merger, the Company had minimal operations outside of the investment in the Joint Venture and the Company’s standalone operating results were not utilized by management to make operating decisions, assess performance, or allocate resources. The Company’s chief operating decision maker (“CODM”) and management team, which was the same CODM and management team as of the Joint Venture, did not request or review financial results of the consolidated Company for the period from the date of the Merger through March 31, 2020. As such, the Company reported its results as a single reportable segment for the year s ended March 31, 2020 and 2019 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 2 7 . Accumulated Other Comprehensive Income (Loss) The following is a summary of the accumulated other comprehensive income (loss) activity. Prior to the Merger, the activity in accumulated other comprehensive income (loss) reflects the Company’s proportionate share of the Joint Venture’s accumulated other comprehensive income (loss), net of taxes . Foreign Accumulated Available Currency Other For Sale Translation Cash Flow Comprehensive Debt Security Adjustment Hedge Income (Loss) Balance at March 31, 2018 $ — $ 1,268 $ 1,268 $ 2,536 Cumulative effect of accounting change by the Joint Venture-ASU 2017-12 — — 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) Cumulative effect of accounting change of the Joint Venture-ASU 2018-02 — — 422 422 Unrealized gain (loss) on available for sale debt securities of the Joint Venture 1,045 — — 1,045 Realized gain (loss) on available for sale debt securities of the Joint Venture (1,045) — — (1,045) Change associated with foreign currency translation — (5,519) — (5,519) Change associated with current period hedging (net of taxes of $607 ) — — 981 981 Balance at March 31, 2020 $ — $ (7,084) $ (288) $ (7,372) Change associated with foreign currency translation — 21,324 — 21,324 Change associated with current period hedging (net of taxes of $1,033 ) — — (3,823) (3,823) Reclassification into earnings — (110) 1,202 1,092 Balance at March 31, 2021 $ — $ 14,130 $ (2,909) $ 11,221 Effective April 1, 2018, the Joint Venture adopted ASU No. 2017-12, which significantly changed the framework by which hedge accounting was recognized, presented and disclosed in the Joint Venture’s financial statements. The adoption of this update by the Joint Venture resulted in a reclassification between Accumulated other comprehensive income (loss) and Accumulated deficit. Effective April 1, 2019, the Joint Venture adopted ASU No. 2018-02, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The adoption of this update resulted in a reclassification between Accumulated other comprehensive income (loss) and Accumulated deficit. |
Significant Accounting Polici_2
Significant Accounting Policies (Policy) | 12 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our wholly owned subsidiaries . The results of operations for companies acquired are included in our consolidated financial statements from the effective date of acquisition. All intercompany accounts and transactions have been eliminated upon consolidation . |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with GAAP requires us to make a number of estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience, current business factors and various other assumptions that we believe are necessary in order to form a basis for making judgments about the carrying values of assets and liabilities, the reported amounts of revenues and expenses and disclosure of contingent assets and liabilities. We are subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in our business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of our financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant. Estimates and assumptions affect: the allowance for credit losses ; the fair value assigned to assets acquired and liabilities assumed in business combinations; the carrying value of long-lived assets (including goodwill and intangible assets); the amortization period of long-lived assets (excluding goodwill); the carrying value, capitalization and amortization of software development costs; operating lease right-of-use assets; the carrying value of our investments; tax receivable agreement obligations; the fair value of interest rate cap agreement obligations; components of our tangible equity units; the value s attributed to equity awards ; operating lease liabilities; contingent consideration; loss accruals; certain accrued expenses; revenue recognition; and the income tax provision or benefit and related deferred tax accounts . |
Business Combinations | Business Combinations We recognize the consideration transferred (i.e., purchase price) in a business combination, as well as the acquired business’ identifiable assets, liabilities and noncontrolling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and noncontrolling interest, if any, is recorded as goodwill. The fair values of the consideration transferred, assets, liabilities and noncontrolling interests are estimated based on one or a combination of income, cost or market approaches as determined based on the nature of the asset or liability and the level of inputs available (i.e., quoted prices in an active market, other observable inputs or unobservable inputs). To the extent our initial accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are reported for those items which are incomplete. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purposes of reporting, cash and cash equivalents include unrestricted cash on hand and investments with an original maturity from the date of purchase of three months or less. Our 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. We mitigat e the risk of our short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk profiles. From time to time, our cash balances include funds we manage for customers, the most significant of which relates to funds remitted to retail pharmacies. Such funds are not restricted; however, funds are generally paid out in satisfaction of the processing obligations pursuant to the management contracts. At the time of receipt, we record a corresponding liability within A ccrued expenses on the consolidated balance sheets. Such liabilities are summarized as “Pass- through payments” within Note 1 2 , Accrued Expenses . |
Allowance for Credit Losses | Allowance for Credit Losses The allowance for credit losses of $24,126 and $22,360 at March 31, 2021 and 2020, respectively, was primarily based on historical credit loss experience, current conditions, future expected credit losses, and adjustments for certain asset-specific risk characteristics. The following table summarizes activity related to the allowance for credit losses: Year Ended March 31, 2021 2020 Balance at beginning of period $ 22,360 $ — Cumulative effect of accounting change-ASU 2016-13 417 — Acquisitions and Dispositions (1) (4,952) 22,059 Provisions 14,645 905 Write-offs (8,344) (604) Balance at end of period $ 24,126 $ 22,360 (1) For the year ended March 31, 2021, this amount relates primarily to the sales of Connected Analytics and Capacity Management. For the year ended March 31, 2020, this amount relates to the allowance acquired in the Merger. |
Capitalized Software Developed for Sale | Capitalized Software Developed for Sale Development costs for software developed for sale to external customers are capitalized once a project has reached the point of technological feasibility. Completed projects are amortized after reaching the point of general availability using the straight-line method based on an estimated useful life of three years . At each balance sheet date, or earlier if an indicator of an impairment exists, we evaluate the recoverability of unamortized capitalized software costs based on estimated future undiscounted revenues net of estimated related costs over the remaining amortization period. |
Capitalized Software Developed for Internal Use | Capitalized Software Developed for Internal Use We provide services to many of our customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage and classified within Research and development in the consolidated statements of operations. Training and maintenance costs are also expensed as incurred. Once certain criteria have been met, direct costs incurred in developing or obtaining computer software are capitalized. Capitalized software costs are included in Other noncurrent assets, net on the consolidated balance sheets and are generally amortized over the estimated useful life of three years . |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are expensed as incurred. Expenditures for repair and renewals that extend the useful life of an asset are capitalized. |
Long-Lived Assets | Long-Lived Assets Long-lived assets used in operations , which include capitalized software developed for internal use and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if the carrying amount is not recoverable when compared to our undiscounted cash flows and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets resulting from acquisitions are accounted for using the acquisition method of accounting. In business combinations, we generally recognize goodwill attributable to the assembled workforce and expected synergies among the operations of the acquired entities and our existing operations. Goodwill is generally deductible for federal income tax purposes when a business combination is treated as an asset purchase and is generally not deductible for federal income tax purposes when a business combination is treated as a stock purchase. We assess goodwill for impairment annually (as of January 1 of each year) or whenever significant indicators of impairment are present. Using a qualitative analysis, we first assess whether it is more likely than not that goodwill is impaired . To the extent we cannot reach a conclusion using only a qualitative analysis , we compare the fair value of each reporting unit to its associated carrying value. We will recognize an impairment charge for the amount, if any, by which the carrying amount of the reporting unit exceeds its fair value. Intangible assets with definite lives are amortized over their useful lives either on a straight-line basis or using an accelerated method, depending on the pattern we expect the economic benefits of the assets to be consumed. Useful lives are generally as follows: Customer relationships 12 - 18 years Tradenames 18 years Technology-based intangible assets 6 - 12 years |
Derivatives | Derivatives Derivative financial instruments are used to manage our interest rate exposure and we do not enter into financial instruments for speculative purposes. Derivative financial instruments are accounted for and measured at fair value. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings ( e.g. , in “ I nterest expense , net ” when the hedged transactions are interest cash flows associated with floating-rate debt). |
Tangible Equity Units | Tangible Equity Units In connection with our initial public offering, we completed an offering of TEUs. Each TEU includes an amortizing note and a 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 consolidated balance sheet s . The purchase contracts are accounted for as prepaid forward contracts and are classified as equity. The TEU proceeds and issuance costs were allocated to the amortizing notes and purchase contracts on a relative fair value basis. |
Equity Compensation | Equity Compensation We measure stock-based compensation cost based on the estimated fair value of the award on the grant date and recognize the expense over the requisite service period, typically on a straight-line basis. We recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of equity awards is recognized as expense in the same period and in the same manner as if we had paid cash for the goods or services. F orfeitures are recognized as they occur. We issue new shares of common stock upon vesting of equity awards and upon exercise of vested options. We do not intend to repurchase any issued shares of common stock. Prior to the Merger, these equity awards, as well as awards granted under our previous equity incentive plan, were granted to employees of the Joint Venture , and therefore were subject to the accounting framework for awards granted to non-employees. Under this framework, we measured compensation expense for equity awards based on the estimated fair value of such awards at the grant date, in a manner consistent with the recognition of expense for awards to employees. The recognized pre-Merger equity-based compensation is classified within L oss from E quity M ethod I nvestment in the Joint Venture on the consolidated statement of operations. |
Leases | Leases We determine whether an arrangement contains a lease based on the conveyed rights and obligations at the inception date. If an agreement contains an operating or finance lease, at the commencement date, we record a right-of-use asset and a corresponding lease liability based on the present value of the minimum lease payments. As most of our leases do not provide an implicit borrowing rate, to determine the present value of lease payments, we use the portfolio approach and determine our hypothetical secured borrowing rate based on information available at lease commencement. Further, we make certain estimates and judgements regarding the lease term and lease payments, noted below. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one month to one year or more. Additionally, some of our leases include an option for early termination. We include renewal periods and exclude termination periods from our lease term if, at commencement, we are reasonably certain to exercise the option. For our real estate lease arrangements, we do not consider a lease to be abandoned and do not adjust the corresponding right-of-use asset in instances where we may potentially sublease the space. Certain of our lease agreements include rental payments that are adjusted periodically for inflation or passage of time. These step payments are included within our present value calculation as they are known adjustments at commencement. Some of our lease agreements include variable payments that are excluded from our present value calculation. For example, some of our equipment leases include a component which varies based on the asset’s use. Additionally, we have lease agreements that include lease and non-lease components, such as equipment leases, which are generally accounted for as a single lease component. For these leases, lease payments include all fixed payments stated within the contract. For other leases, such as office space, lease and non-lease components are accounted for separately. Our lease agreements do not contain any material residual value guarantees that would impact our lease payments. |
Tax Receivable Agreements | Tax Receivable Agreements Upon the consummation of the Merger, we assumed obligations related to certain tax receivable agreements entered into by the Joint Venture with its current and former owners. The tax receivable agreements were measured at their fair value as part of the Merger and are recognized at their initial fair value plus recognized accretion to date on the consolidated balance sheets. Accretion expense recorded during the period pertaining to related party payments is recorded within Accretion and changes in estimate with related parties, net, whereas non-related party accretion is recorded within Sales, marketing, general and administrative in the consolidated statement of operations. In connection with the closing of the Merger, we, along with the Joint Venture, the subsidiaries of McKesson that served as members of the Joint Venture and McKesson entered into a tax receivable agreement (the “McKesson Tax Receivable Agreement”). Following the Merger and based on anticipated amortization allocations, we recorded an obligation for the McKesson Tax Receivable Agreement estimated payments, which represents a loss contingency under ASC 450. Future changes in this value will be reflected within Sales, marketing, general and administrative in the consolidated statement of operations. The current and non-current portions of the non-related party obligations for our tax receivable agreements, including the McKesson Tax Receivable agreement, are recorded within Accrued expenses and Tax receivable agreement obligations, respectively, within the consolidated balance sheets. The current and non-current portions of the related party obligations for our tax receivable agreements are recorded within Due to related parties, net and Tax receivable agreement obligations due to related parties, respectively, within the consolidated balance sheets. |
Revenue | Revenue We recognize revenue at an amount that reflects the consideration we expect to be entitled to in exchange for transferring goods or services to a customer, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), which we adopted on April 1, 2019. We had no revenue-generating operations prior to the Merger, therefore the impact of the adoption of ASC 606 was limited to recognition of an adjustment to Accumulated Deficit as a result of our equity method investment at the time of the Joint Venture’s adoption. See Note 3, Revenue Recognition, for additional information. |
Foreign Currency Translation | Foreign Currency Translation Our reporting currency is the U.S. dollar and our foreign subsidiaries generally consider their local currency to be their functional currency. Foreign currency-denominated assets and liabilities of foreign subsidiaries are translated into U.S. dollars at year-end exchange rates , equity accounts are primarily translated at historical exchange rates and revenues and expenses are translated at average exchange rates during the corresponding period. Foreign currency translation adjustments are included in the consolidated statements of comprehensive income (loss) and the cumulative effect is included within Accumulated deficit o n the consolidated balance sheets. Realized gains and losses from currency exchange transactions are included in S ales, marketing, general and administrative expenses in the consolidated statements of operations. We release the cumulative translation adjustment from equity into net income as a gain or loss only upon complete or substantially complete liquidation of a controlling interest in a subsidiary or a group of assets within a foreign entity. |
Income Taxes | Income Taxes We record deferred income taxes for the tax effect of differences between book and tax bases of our 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 our 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. We recognize tax benefits for uncertain tax positions when we conclude 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 subsequently recognized when 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. |
Equity Method Investment in the Joint Venture | Equity Method Investment in the Joint Venture Prior to the Merger, we accounted for our investment in the Joint Venture using the equity method of accounting . During that period , we evaluated our equity method investment for impairment whenever an event or change in circumstances occurred that had a potentially significant adverse impact on the carrying value of our investment. During the period from the inception of the Joint Venture through the date of the Merger, we did not identify any loss in the value of our investment that was deemed other than temporary, and therefore , did no t recognize any impairment loss. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements Financial Instruments: Credit Losses In April 2020, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-13, as amended by ASU No. 2018-19, which requires that a financial asset (or group of financial assets) measured at amortized cost be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance also requires us to pool assets with similar risk characteristics and consider current economic conditions when estimating losses. We adopted this standard using the modified retrospective approach and recorded a cumulative effect to retained earnings of $417 as of April 1, 2020. Fair Value Measurements In April 2020, we adopted FASB ASU No. 2018-13, which modifies the disclosure requirements for fair value measurements . Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies are required to disclose the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. See Note 15, Fair Value Measurements . Hosting Arrangement Implementation Costs In April 2020, we adopted FASB ASU No. 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This update also requires that the effects of such capitalized costs be classified in the same respective caption in the statement of operations, balance sheet and cash flows as the underlying hosting arrangement. We adopted this standard prospectively beginning April 1, 2020. This adoption did not have a material impact on our financial statements for the year ended March 31, 2021. Leases In April 2020, we adopted FASB ASU No. 2016-02, which created Topic 842 – Leases (“ASC 842”). The standard generally requires that all lease obligations be recognized on the balance sheet at the present value of the remaining lease payments with a corresponding right-of-use asset. In July 2018, the FASB issued ASU No. 2018-11 which provides companies with the option to apply this cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Upon adoption, we elected the transition “practical expedients” permitting us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs. Additionally, we elected the practical expedient to not separate lease and non-lease components for equipment lease agreements. We adopted ASC 842 using the modified retrospective approach and recorded right-of-use assets of $111,815 and lease liabilities of $125,331 , primarily related to operating leases. The recognition of the right-of-use assets in combination with our previously recorded prepaid rent balances resulted in no requirement to adjust the opening balance of retained earnings. Our accounting for finance leases remains substantially unchanged. Adoption of ASC 842 did not materially impact our consolidated statement of operations and had no impact on our consolidated statement of cash flows. See Note 7, Leases . London Interbank Offered Rate (LIBOR) Reform In March 2020, the FASB issued ASU No. 2020-04, as amended by ASU No. 2021-01, which created Topic 848 – Reference Rate Reform. ASU No. 2020-04 contains optional practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts which may be elected over time as activities occur. Among other things, the ASU intends to ease the transition from LIBOR to an alternative reference rate. During the first quarter of fiscal year 2021, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impacts of ASU No. 2020-04 and may apply other elections as reference rate reform activities progress. Income Taxes In March 2021, we adopted FASB ASU No. 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The update also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. In addition, the update amends the accounting for hybrid tax regimes. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. This adoption did not have a material impact on our financial statements for the year ended March 31, 2021. Accounting Pronouncements Not Yet Adopted Derivatives and Convertible Instruments In August 2020, the FASB issued ASU No. 2020-06 which simplifies the accounting for convertible instruments and amends the guidance addressing the derivatives scope exception for contracts in an e ntity’s ow n e quity. The standard is scheduled to be effective for us beginning April 1, 2022. Given the forward purchase contracts of our Tangible Equity Units qualify for the derivatives scope exception and are currently accounted for under that guidance , we do not expect a material impact upon adoption . We will continue to evaluate the impact of this pronouncement prior to adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Summary of Activity Related to Allowance for Credit Losses | Year Ended March 31, 2021 2020 Balance at beginning of period $ 22,360 $ — Cumulative effect of accounting change-ASU 2016-13 417 — Acquisitions and Dispositions (1) (4,952) 22,059 Provisions 14,645 905 Write-offs (8,344) (604) Balance at end of period $ 24,126 $ 22,360 (1) For the year ended March 31, 2021, this amount relates primarily to the sales of Connected Analytics and Capacity Management. For the year ended March 31, 2020, this amount relates to the allowance acquired in the Merger. |
Schedule of Finite-Lived Intangible Assets Useful Lives | Customer relationships 12 - 18 years Tradenames 18 years Technology-based intangible assets 6 - 12 years |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Business Acquisition [Line Items] | |
Supplemental Pro Forma Results | (Unaudited) Year Ended March 31, 2021 (1) 2020 2019 Total revenue n/a $ 3,290,734 $ 3,133,907 Net income (loss) n/a $ (228,234) $ (128,889) Net income (loss) per share, basic and diluted n/a $ (0.75) $ (0.43) (1) Pro forma information is not applicable as the Joint Venture’s results are fully consolidated for the year ended March 31, 2021 . |
eRx Network Holdings, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Information Related to Acquisition | eRx Cash paid at closing $ 249,359 Fair value of eRx purchase option 140,500 Fair value of vested stock appreciation rights 5,097 Cash paid for canceled eRx equity awards 5,891 Total Consideration Fair Value at Acquisition Date $ 400,847 Allocation of the Consideration Transferred: Cash $ 54,108 Accounts receivable 12,747 Prepaid expenses and other current assets 609 Goodwill 225,156 Identifiable intangible assets: Customer relationships (life 17 years) 131,200 Technology-based intangible assets (life 9 - 12 years) 29,700 Other noncurrent assets 20 Accounts payable (2,543) Accrued expenses and other current liabilities (10,933) Deferred income tax liabilities (39,217) Total consideration transferred $ 400,847 |
PDX, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Information Related to Acquisition | PDX Cash $ 755 Accounts receivable 5,739 Prepaid expenses and other current assets 2,251 Property and equipment 840 Goodwill 98,830 Identifiable intangible assets: Customer relationships (life 18 years) 74,300 Technology-based intangible assets (life 10 - 11 years) 25,300 Other noncurrent assets 690 Accounts payable (3,882) Deferred revenue, current (2,946) Accrued expenses and other current liabilities (3,364) Other long-term liabilities (222) Total consideration transferred $ 198,291 |
The Merger [Member] | |
Business Acquisition [Line Items] | |
Summary of Information Related to Acquisition | Net assets acquired: Amount Cash $ 330,665 Accounts receivable, net of allowance of $22,059 718,895 Contract assets 132,704 Prepaid expenses and other current assets 115,436 Investment in business purchase option 146,500 Property and equipment, net 206,751 Goodwill 4,363,282 Other noncurrent assets 169,539 Identified intangible assets: Customer relationships (life 12 - 16 years) 3,056,000 Tradenames (life 18 years) 146,000 Technology-based intangible assets (life 6 - 12 years) 1,188,000 Accounts payable (60,637) Accrued expenses (563,791) Deferred revenue, current (292,528) Current portion of long-term debt (28,969) Other current liabilities (22,732) Long-term debt, excluding current portion (4,713,565) Deferred income tax liabilities (576,546) Tax receivable agreement obligations due to related parties (176,586) Other long-term liabilities (102,675) Net assets acquired $ 4,035,743 Summary of purchase consideration: Fair value of shares issued to SpinCo shareholders ( 175,995,192 shares at $12.47 per share): Common Stock, $0.001 par value $ 176 Additional paid-in capital 2,194,484 Fair value of Joint Venture equity interest previously held 1,589,040 Fair value of Joint Venture equity interest previously held through TEUs 216,764 Settlement of dividend receivable 42,778 Repayment of advances to member (7,499) Purchase consideration $ 4,035,743 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Cost | Year Ended Statement of Operations Location March 31, 2021 Operating lease cost (1) $ 43,950 Finance lease cost Amortization expense Depreciation and amortization 429 Interest expense Interest expense, net 120 Short-term lease cost (1) 1,473 Variable lease cost (1) 6,804 Sublease income Other, net (1,293) Total lease cost $ 51,483 (1) Cost classification varies depending on the leased asset. Costs are primarily included within Sales, marketing, general and administrative and Cost of operations. |
Right-of-use Assets and Lease Liabilities | Balance Sheet Location March 31, 2021 Right-of-use assets Operating leases Operating lease right-of-use assets, net $ 93,412 Finance leases Property and equipment, net 1,858 Total right-of-use assets $ 95,270 Lease liabilities Current liabilities Operating leases Current portion of operating lease liabilities $ 30,608 Finance leases Current portion of long-term debt 568 Noncurrent liabilities Operating leases Long-term operating lease liabilities 75,396 Finance leases Long-term debt, excluding current portion 1,225 Total lease liabilities $ 107,797 |
Lease Liability Maturities | Maturities of lease liabilities by fiscal year as of March 31, 2021 are as follows: Operating Leases Finance Leases Total 2022 $ 37,129 $ 664 $ 37,793 2023 27,659 485 28,144 2024 19,378 468 19,846 2025 14,061 390 14,451 2026 9,219 — 9,219 2027 and thereafter 18,399 — 18,399 Total lease liabilities, undiscounted 125,845 2,007 127,852 Less: Imputed interest 19,841 214 20,055 Total lease liabilities $ 106,004 $ 1,793 $ 107,797 Maturities of lease liabilities by fiscal year as of March 31, 2020 were as follows: Operating Leases Finance Leases Total 2021 $ 40,476 $ 468 $ 40,944 2022 34,750 468 35,218 2023 23,761 468 24,229 2024 15,393 468 15,861 2025 10,780 390 11,170 2026 and thereafter 15,850 — 15,850 Total lease liabilities, undiscounted $ 141,010 $ 2,262 $ 143,272 |
Other Information Related to Leases | Operating Leases Finance Leases Weighted-average remaining lease term 4.76 years 3.52 years Weighted-average discount rate 7.29 % 6.51 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | March 31, 2021 March 31, 2020 Prepaid expenses $ 86,307 $ 73,354 Other current assets 53,951 44,613 Prepaid expenses and other current assets $ 140,258 $ 117,967 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | March 31, 2021 March 31, 2020 Land $ 406 $ 406 Buildings and leasehold improvements 60,716 51,460 Computer equipment 105,450 95,079 Production equipment 17,046 17,591 Office equipment, furniture and fixtures 34,696 31,302 Construction in process 15,497 13,318 Property and equipment, gross 233,811 209,156 Accumulated depreciation (59,441) (2,960) Property and equipment, net $ 174,370 $ 206,196 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Goodwill | Software and Analytics Network Solutions Technology-Enabled Services Total Balance at March 31, 2019 $ — $ — $ — $ — Acquisitions 1,901,116 1,944,701 514,831 4,360,648 Goodwill impairment (126,839) (298,870) (135,455) (561,164) Effects of foreign currency (4,159) — — (4,159) Balance at March 31, 2020 $ 1,770,118 $ 1,645,831 $ 379,376 $ 3,795,325 Acquisitions 22,341 323,986 — 346,327 Dispositions (51,136) — — (51,136) Effects of foreign currency 15,583 — — 15,583 Adjustments 1,396 922 376 2,693 Balance at March 31, 2021 $ 1,758,302 $ 1,970,739 $ 379,752 $ 4,108,792 |
Schedule of Intangible Assets | March 31, 2021 March 31, 2020 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Net Amount Amortization Net Customer relationships $ 3,263,653 $ (276,682) $ 2,986,971 $ 3,056,000 $ (13,064) $ 3,042,936 Technology-based intangible assets 1,261,285 (200,773) 1,060,512 1,188,000 (10,290) 1,177,710 Tradenames and other 150,538 (10,948) 139,590 146,000 (840) 145,160 Total $ 4,675,476 $ (488,403) $ 4,187,073 $ 4,390,000 $ (24,194) $ 4,365,806 |
Schedule of Aggregate Amortization Expense | 2022 $ 496,544 2023 446,194 2024 406,159 2025 373,506 2026 337,532 Thereafter 2,127,138 Total $ 4,187,073 |
Other Noncurrent Assets (Tables
Other Noncurrent Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Other Noncurrent Assets [Abstract] | |
Schedule of Other Noncurrent Assets | March 31, 2021 March 31, 2020 Capitalized software developed for internal use, net $ 260,858 $ 103,642 Other noncurrent assets, net 169,283 88,729 Other noncurrent assets, net $ 430,141 $ 192,372 |
Changes in Carrying Amount of Capitalized Computer Software Developed for Sale | March 31, 2021 Balance at beginning of period $ 574 Amounts capitalized 13,919 Amortization expense (1,326) Disposal from sale of businesses (837) Other (1,551) Balance at end of period $ 10,779 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | March 31, 2021 March 31, 2020 Customer deposits $ 48,337 $ 37,357 Accrued compensation 177,509 113,959 Accrued outside services 45,349 28,822 Accrued insurance 10,897 14,293 Accrued income, sales and other taxes 57,742 10,129 Accrued interest 6,783 5,892 Interest rate cap agreements 22,360 28,131 Pass-through payments 16,799 29,518 Other accrued liabilities 98,517 122,193 Accrued expenses $ 484,293 $ 390,294 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt [Abstract] | |
Schedule of Long-Term Debt | March 31, 2021 March 31, 2020 Senior Credit Facilities $5,100,000 Term Loan Facility, due March 1, 2024 , net of unamortized discount of $87,698 and $125,793 at March 31, 2021 and 2020, respectively (effective interest rate of 4.42% and 4.42% , respectively) $ 3,405,552 $ 3,682,457 $785,000 Revolving Facility, expiring July 3, 2024 , and bearing interest at a variable interest rate (1) — 250,000 Senior Notes $1,325,000 5.75% Senior Notes due March 1, 2025 , net of unamortized discount of $6,921 and $2,228 at March 31, 2021 and 2020, respectively (effective interest rate of 5.90% and 5.80% , respectively) 1,318,079 997,772 Tangible Equity Unit Senior Amortizing Note $47,367 Senior Amortizing Notes due June 30, 2022 , net of unamortized discount of $293 and $842 at March 31, 2021 and 2020, respectively (effective interest rate of 7.44% and 7.44% , respectively) 20,345 35,431 Other 18,138 23,413 Less current portion (27,339) (278,779) Long-term debt $ 4,734,775 $ 4,710,294 (2) The weighted average interest rate at March 31, 2020 was 3.25% . |
Schedule of Future Maturities | 2022 $ 27,339 2023 9,416 2024 3,494,961 2025 1,325,372 2026 — Thereafter — Total $ 4,857,088 |
Interest Rate Cap Agreements (T
Interest Rate Cap Agreements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Interest Rate Cap Agreements [Abstract] | |
Schedule of Fair Value of Derivative Instruments | Fair Values of Derivative Financial Instruments Asset (Liability) Derivative financial instruments designated as hedging instruments: Balance Sheet Location March 31, 2021 March 31, 2020 Interest rate cap agreements Accrued expenses $ (22,360) $ (28,131) Interest rate cap agreements Other long-term liabilities (365) (19,277) Total $ (22,725) $ (47,408) |
Schedule of Effect of Derivative Instruments on Statement of Operations | Year Ended Year Ended Year Ended Derivative financial instruments in cash flow hedging relationships: March 31, 2021 March 31, 2020 March 31, 2019 Gain (loss) related to derivative financial instruments recognized in other comprehensive income (loss) $ (4,855) $ (1,361) $ — Gain (loss) related to portion of derivative financial instruments reclassified from accumulated other comprehensive income (loss) to interest expense $ 1,202 $ (22) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Quoted in Significant Other Significant Identical Markets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Balance at March 31, 2021: Interest rate cap agreements $ (22,725) $ — $ (22,725) $ — Contingent consideration obligation — — — — Total $ (22,725) $ — $ (22,725) $ — Balance at March 31, 2020: Interest rate cap agreements $ (47,408) $ — $ (47,408) $ — Contingent consideration obligation (3,000) — — (3,000) Total $ (50,408) $ — $ (47,408) $ (3,000) |
Reconciliation of Fair Value Derivative Using Unobservable Inputs | Year Ended March 31, 2021 Balance at beginning of period $ (3,000) Gain (loss) included in contingent consideration 3,000 Balance at end of period $ — |
Carrying Amount and Estimated Fair Value of Financial Instruments | March 31, 2021 March 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 113,101 $ 113,101 $ 410,405 $ 410,405 Investment in business purchase option $ — $ — $ 146,500 $ 146,500 Senior Credit Facilities (Level 2) $ 3,405,552 $ 3,488,883 $ 3,682,457 $ 3,452,687 Senior Notes (Level 2) $ 1,318,079 $ 1,351,500 $ 997,772 $ 950,000 Debt component of tangible equity units (Level 2) $ 20,345 $ 21,435 $ 35,431 $ 34,806 |
Tangible Equity Units (Tables)
Tangible Equity Units (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Tangible Equity Units [Abstract] | |
Schedule of Aggregate Values Assigned upon Issuance of Tangible Equity Units | Equity Component Debt Component 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 |
Schedule of Tangible Equity Units Activity | Tangible Equity Units Outstanding at March 31, 2019 — Issued 5,750,000 Conversions (612,655) Outstanding at March 31, 2020 5,137,345 Conversions (303,700) Outstanding at March 31, 2021 4,833,645 |
Equity Method Investment in C_2
Equity Method Investment in Change Healthcare LLC (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity Method Investment in Change Healthcare LLC [Abstract] | |
Summarized Financial Information of the Joint Venture | Period of April 1, 2019 to Year Ended Statement of Operations Data: March 10, 2020 March 31, 2019 Total revenue $ 3,092,875 $ 3,281,729 Cost of operations (exclusive of depreciation and amortization) $ 1,263,244 $ 1,354,655 Customer postage $ 215,448 $ 238,618 Net income (loss) $ 123,771 $ 176,670 Balance Sheet Data: March 10, 2020 Current assets $ 1,339,908 Long-term assets $ 5,187,220 Current liabilities $ 1,112,875 Long-term liabilities $ 5,185,304 |
Reconciliation of Other Investments | Year Ended March 31, 2020 Balance at beginning of period $ — Acquisition of forward purchase contracts 232,928 Acquisition of available-for-sale debt securities 45,946 Receipt of payments on debt securities (7,332) Change in fair value of forward purchase contracts 14,836 Change in fair value of debt securities 1,489 TEU conversions of forward purchase contracts (31,000) Settlement of investment in forward purchase contracts (1) (216,764) Elimination of investment in debt securities (2) (40,103) Balance at end of period $ — (1) Amount is included as part of the Merger purchase price. See Note 4 , Business Combinations for additional information . (2) Amount is eliminated as part of consolidation. |
Incentive Compensation Plans (T
Incentive Compensation Plans (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Valuation Assumptions | Replacement Time-Vesting Exit-Vesting Exit-Vesting Options Options Restricted Stock Year Ended March 31, 2019: Weighted average fair value $ 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 |
Summary of Equity Compensation Expense | Year-Ended Year-Ended Year-Ended March 31, 2021 March 31, 2020 March 31, 2019 Equity compensation expense $ 59,016 $ 1,701 $ — Deferred tax benefit recognized $ 7,336 $ 166 $ — Actual tax benefit recognized $ 6,067 $ 152 $ — |
Replacement Time-Vesting Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Option Activity | Replacement Weighted Average Aggregate Time-Vesting Weighted Average Remaining Intrinsic Options Exercise Price Contractual Term Value Outstanding at April 1, 2020 3,458,744 $ 11.95 3.3 $ 4,083 Exercised (778,441) $ 10.64 — $ 4,906 Forfeited (196,221) $ 18.67 — $ 673 Outstanding at March 31, 2021 2,484,082 $ 11.83 2.4 $ 25,517 Exercisable at March 31, 2021 2,484,082 $ 11.83 2.4 $ 25,517 |
Replacement Exit-Vesting Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Replacement Exit-Vesting Restricted Stock Activity | Weighted Replacement Average Exit-Vesting Grant Date Restricted Stock Fair Value Unvested at April 1, 2020 1,005,718 $ 12.87 Canceled (83,466) $ 12.63 Unvested at March 31, 2021 922,252 $ 12.89 |
Time-Vesting and Exit-Vesting Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Option Activity | Weighted Average Weighted Average Remaining Aggregate Awards Exercise Price Contractual Term Intrinsic Value Time- Exit- Time- Exit- Time- Exit- Time- Exit- Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Options Options Options Options Options Options Options Options Outstanding at April 1, 2020 5,732,247 5,254,104 $ 18.99 $ 18.99 7.6 7.6 $ — $ — Exercised (410,632) — $ 18.99 $ — — — $ 1,754 $ — Forfeited (257,467) (503,477) $ 18.99 $ 18.99 — — $ 906 $ 1,567 Outstanding at March 31, 2021 5,064,148 4,750,627 $ 18.99 $ 18.99 6.6 6.6 $ 15,764 $ 14,774 Exercisable at March 31, 2021 4,426,522 — $ 18.99 $ — 6.6 — $ 13,781 $ — |
Schedule of Time-Vesting and Exist-Vesting Nonvested Option Activity | Time-Vesting Options Exit-Vesting Options Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at April 1, 2020 1,988,559 $ 9.78 5,254,104 $ 5.90 Granted — — — — Cancelled (118,428) $ 9.78 (503,477) $ 5.90 Vested (1,232,505) $ 9.78 — — Unvested at March 31, 2021 637,626 $ 9.78 4,750,627 $ 5.90 |
Long-term Incentive Plan Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Unit Activity | Restricted Deferred Cash Settled Performance Stock Units Stock Units Restricted Stock Units Stock Units Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Unvested at April 1, 2020 4,468,089 $ 13.53 45,704 $ 15.06 477,561 $ 14.35 965,689 $ 14.34 Granted 11,579,143 $ 17.68 86,916 $ 11.93 172,524 $ 11.93 1,177,152 $ 14.26 Cancelled (795,515) $ 12.63 — — (41,757) $ 13.19 (84,311) $ 13.75 Vested (1) (1,131,199) $ 13.63 (45,704) $ 15.06 (173,816) $ 14.39 — — Unvested at March 31, 2021 14,120,518 $ 16.98 86,916 $ 11.93 434,512 $ 13.49 2,058,530 $ 14.32 (1) During the year ended March 31, 2021, 45,704 Deferred Stock Units vested. However, these holders of these awards do not receive shares of common stock in exchange for these DSUs until they leave their position as described above. |
eRx Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Unit Activity | eRx Restricted eRx Unvested Stock Stock Units Appreciation Rights Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at April 1, 2020 — — — — Granted 262,071 $ 11.04 11,439 $ 11.04 Cancelled (18,238) $ 11.04 — $ 11.04 Vested — — — — Unvested at March 31, 2021 243,833 $ 11.04 11,439 $ 11.04 |
Retirement Plans and Other Po_2
Retirement Plans and Other Postretirement Benefits (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Retirement Plans and Other Postretirement Benefits[Abstract] | |
Summary of Liabilities Related to Deferred Compensation Plan | Balance Sheet Location March 31, 2021 March 31, 2020 Accrued expenses $ 1,746 $ 1,772 Other long-term liabilities 18,860 15,880 Total deferred compensation $ 20,606 $ 17,652 |
Tax Receivable Agreements (Tabl
Tax Receivable Agreements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Tax Receivable Agreements [Abstract] | |
Aggregate Payments Due Under Tax Receivable Agreements | Related Party Tax Receivable Agreements McKesson Tax Receivable Agreement Other Tax Receivable Agreements Total 2022 $ 10,766 $ 189 $ 10,457 $ 21,412 2023 11,392 24,748 10,761 46,901 2024 10,626 16,478 10,295 37,399 2025 37,213 20,052 16,557 73,822 2026 46,623 57,196 19,350 123,169 Thereafter 63,323 39,785 49,777 152,885 Gross expected payments 179,943 158,448 117,197 455,588 Less: Amounts representing discount (66,026) — (35,917) (101,943) Total tax receivable agreement obligations 113,917 158,448 81,280 353,645 Less: Current portion due (10,766) (189) (10,457) (21,412) Tax receivable agreement long-term obligations $ 103,151 $ 158,259 $ 70,823 $ 332,233 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Taxes [Abstract] | |
Schedule of Income (Loss) before Income Tax | Year Ended Year Ended Year Ended March 31, 2021 March 31, 2020 March 31, 2019 Domestic (U.S.) $ (145,328) $ (1,091,272) $ (70,607) Foreign (2,069) 421 - Total $ (147,397) $ (1,090,851) $ (70,607) |
Schedule of Components of Income Tax Expense (Benefit) | Year Ended Year Ended Year Ended March 31, 2021 March 31, 2020 March 31, 2019 Current: U.S. Federal $ 2,515 $ — $ — U.S. State 5,805 466 — Foreign 2,789 102 — Current income tax provision (benefit) 11,109 568 — Deferred: U.S. Federal (47,052) (113,523) (15,468) U.S. State (1,249) (30,297) (3,127) Foreign 2,005 (2) — Deferred income tax provision (benefit) (46,296) (143,822) (18,595) Total income tax provision (benefit) $ (35,187) $ (143,254) $ (18,595) |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended Year Ended Year Ended March 31, 2021 March 31, 2020 March 31, 2019 Statutory U.S. federal tax rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal benefit) (2.7) 2.1 3.5 Change in fair value of equity based awards — (1.2) 1.0 Look through accounting policy election — 2.1 — Research and development credit 11.0 0.2 1.6 Gain on sale of business (4.4) — — — — Foreign income taxes (1.5) — — — — Equity compensation (1.3) — — — — eRx option 2.9 — — — — Goodwill impairment charge — (10.8) — Other (1.2) (0.3) (0.8) Effective income tax rate 23.8 % 13.1 % 26.3 % |
Schedule of Deferred Tax Assets (Liabilities) | March 31, 2021 March 31, 2020 Depreciation and amortization $ (1,046,755) $ (1,034,407) Net operating losses 299,606 348,329 Tax receivable agreements obligations to related parties 67,633 68,900 Fair value of interest rate cap agreements 1,466 14,011 Accruals and reserves 60,661 15,680 Tax credits 38,138 16,629 Debt discount and interest (6,594) (9,661) Equity compensation 38,289 18,560 Valuation allowance (20,238) (29,350) 163(j) Business interest expense limitation 2,056 23,842 Accounting method change (ASC 606 adoption) (23,315) (31,886) Right of use asset (24,262) — Right of use liability 27,377 — Residual deferred tax asset 5,518 12,072 Accounts receivable 6,107 5,793 Other (2,779) (3,696) Net deferred tax assets (liabilities) $ (577,092) $ (585,184) Reported as: Non-current deferred tax assets 28,199 30,720 Non-current deferred tax liabilities (605,291) (615,904) Net deferred tax assets (liabilities) $ (577,092) $ (585,184) |
Reconciliation of Unrecognized Tax Benefits | Year Ended Year Ended March 31, 2021 March 31, 2020 Beginning unrecognized benefit $ 56,177 $ 863 Decreases from prior period tax positions — (2) Increases from prior period tax positions 3,010 — Increases from current period tax positions 4,923 769 Increases from acquisition — 54,547 Ending unrecognized benefit $ 64,110 $ 56,177 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | |
Computation of Basic Net Income (Loss) Per Share of Common Stock | March 31, 2021 March 31, 2020 March 31, 2019 Basic net income (loss) per share: Numerator: Net income (loss) $ (112,210) $ (947,597) $ (52,012) Denominator: Weighted average common shares outstanding 304,406,531 123,387,547 75,513,130 Minimum shares issuable under purchase contracts 16,365,258 13,609,077 — Total weighted average shares outstanding 320,771,789 136,996,624 75,513,130 Basic net income (loss) per share $ (0.35) $ (6.92) $ (0.69) Diluted net income (loss) per share: Numerator: Net income (loss) $ (112,210) $ (947,597) $ (52,012) Denominator: Number of shares used in basic computation 320,771,789 136,996,624 75,513,130 Weighted average effect of dilutive securities — — — Total weighted average shares outstanding 320,771,789 136,996,624 75,513,130 Diluted net income (loss) per share $ (0.35) $ (6.92) $ (0.69) |
Antidilutive Securities Excluded from Diluted Net Income (Loss) Per Share | March 31, 2021 March 31, 2020 March 31, 2019 Dilutive shares issuable under purchase contracts 1,184,993 1,829,437 — Time-Vesting Options 932,968 1,259,594 1,869,456 Restricted Share Units — 1,345,211 — Deferred Stock Units 99,964 20,371 — |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Commitments [Abstract] | |
Schedule of Future Minimum Commitments | Payments by Period Total 2022 2023 2024 2025 2026 Thereafter Operating lease obligations (1) $ 125,845 $ 37,129 $ 27,659 $ 19,378 $ 14,061 $ 9,219 $ 18,399 Finance lease obligations (1) 2,007 664 485 468 390 — — Purchase obligations (2) 1,130,094 201,077 165,802 189,835 172,494 140,330 260,556 Total contractual obligations $ 1,257,946 $ 238,870 $ 193,946 $ 209,681 $ 186,945 $ 149,549 $ 278,955 (1) We expect to receive $1,325 in the future under noncancelable subleases. See Note 7, Leases . (2) Amounts reflect our best estimate of the timing of future payments in instances when our commitment is for an aggregate amount of purchases over a multi-year period rather than specific annual commitments . |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenue and Adjusted EBITDA for each Reportable Segment | Year Ended March 31, 2021 Segment Revenue Software and Analytics $ 1,534,926 Network Solutions 717,843 Technology-Enabled Services 869,349 Postage and Eliminations (1) 96,533 Purchase Accounting Adjustment (2) (128,230) Net Revenue $ 3,090,421 Segment Adjusted EBITDA Software and Analytics $ 526,129 Network Solutions 377,005 Technology-Enabled Services 31,031 Adjusted EBITDA $ 934,165 Reconciliation of income (loss) before tax provision (benefit) to Adjusted EBITDA Income (loss) before income tax provision (benefit) $ (147,397) Amortization of capitalized software developed for sale 1,326 Depreciation and amortization 591,048 Interest expense 245,241 Equity compensation 59,016 Acquisition accounting adjustments 109,743 Acquisition and divestiture-related costs 19,709 Integration and related costs 40,675 Strategic initiatives, duplicative and transition costs 21,841 Severance costs 13,184 Accretion and changes in estimate, net 11,644 Impairment of long-lived assets and other 18,190 Gain on sale of businesses (59,143) Contingent consideration (3,000) Loss on extinguishment of debt 8,924 Other non-routine, net 3,164 Adjusted EBITDA $ 934,165 (1) Revenue for the Postage and Eliminations segment includes postage revenue of $196,532 for the year ended March 31, 2021. (2) Amount reflects the impact to deferred revenue resulting from the Merger which reduced revenue recognized during the period. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Summary of Accumulated Other Comprehensive Income (Loss) | Foreign Accumulated Available Currency Other For Sale Translation Cash Flow Comprehensive Debt Security Adjustment Hedge Income (Loss) Balance at March 31, 2018 $ — $ 1,268 $ 1,268 $ 2,536 Cumulative effect of accounting change by the Joint Venture-ASU 2017-12 — — 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) Cumulative effect of accounting change of the Joint Venture-ASU 2018-02 — — 422 422 Unrealized gain (loss) on available for sale debt securities of the Joint Venture 1,045 — — 1,045 Realized gain (loss) on available for sale debt securities of the Joint Venture (1,045) — — (1,045) Change associated with foreign currency translation — (5,519) — (5,519) Change associated with current period hedging (net of taxes of $607 ) — — 981 981 Balance at March 31, 2020 $ — $ (7,084) $ (288) $ (7,372) Change associated with foreign currency translation — 21,324 — 21,324 Change associated with current period hedging (net of taxes of $1,033 ) — — (3,823) (3,823) Reclassification into earnings — (110) 1,202 1,092 Balance at March 31, 2021 $ — $ 14,130 $ (2,909) $ 11,221 |
Nature of Business and Organi_2
Nature of Business and Organization (Narrative) (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2019USD ($)shares | Jun. 26, 2019$ / sharesshares | Jul. 31, 2019USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Jan. 05, 2021$ / shares |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Stock split conversion ratio | 126.4 | |||||
Common Stock, shares authorized | 9,000,000,000 | 9,000,000,000 | 9,000,000,000 | |||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Share offering | 49,285,713 | |||||
Proceeds from initial public offering | $ | $ 608,679 | $ 608,679 | ||||
Tangible Equity Units [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Tangible equity unit offering | 5,750,000 | 5,750,000 | 5,750,000,000 | |||
Proceeds from tangible equity units | $ | $ 278,875 | $ 278,875 | $ 278,875 | |||
Change Healthcare LLC [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Joint Venture [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Ownership percentage | 41.00% | |||||
Shares received from Joint Venture | 49,285,713 | 49,285,713 | ||||
Change Healthcare Inc. [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Business acquisition, share price | $ / shares | $ 25.75 |
Significant Accounting Polici_4
Significant Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2021USD ($)item | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Allowance for credit losses | $ 24,126 | $ 22,360 | |||
Equity method investment, impairment loss | 0 | ||||
Cumulative effect | 3,252,228 | 3,285,447 | 1,132,487 | $ 1,176,572 | |
Right-of-use assets, Operating leases | 93,412 | $ 111,815 | |||
Operating lease liability | $ 106,004 | $ 125,331 | |||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of lease renewal options | item | 1 | ||||
Lease renewal option, extension period | 1 month | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Lease renewal option, extension period | 1 year | ||||
Capitalized Software Developed for Internal Use [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Capitalized Software Developed for Sale [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Accumulated Deficit [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative effect | $ (1,042,691) | (930,064) | (17,841) | $ 34,661 | |
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2016-13 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative effect | (417) | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2016-13 [Member] | Accumulated Deficit [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Allowance for credit losses | 417 | ||||
Cumulative effect | $ (417) |
Significant Accounting Polici_5
Significant Accounting Policies (Summary of Activity Related to Allowance for Credit Losses) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Line Items] | ||
Balance at beginning of period | $ 22,360 | |
Acquisitions and Dispositions | (4,952) | 22,059 |
Provisions | 14,645 | 905 |
Write-offs | (8,344) | (604) |
Balance at end of period | 24,126 | 22,360 |
Accumulated Deficit [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2016-13 [Member] | ||
Accounts Receivable, Allowance for Credit Loss [Line Items] | ||
Balance at beginning of period | $ 417 | |
Balance at end of period | $ 417 |
Significant Accounting Polici_6
Significant Accounting Policies (Schedule of Finite-Lived Intangible Assets Useful Lives) (Details) | 12 Months Ended |
Mar. 31, 2021 | |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 12 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 18 years |
Tradenames [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 18 years |
Technology-Based Intangible Assets [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 6 years |
Technology-Based Intangible Assets [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 12 years |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue from Contract with Customer [Line Items] | |
Customer contracts, impairment loss | $ 0 |
Percentage of deferred revenue balance expected to be recognized in one year or less | 95.00% |
Deferred revenue recognized | $ 268,529,000 |
Remaining performance obligation | $ 1,452,958,000 |
Over Time [Member] | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue recognized | 96.00% |
Point in Time [Member] | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue recognized | 4.00% |
Prepaid and Other Current Assets [Member] | Obtain Contract [Member] | |
Revenue from Contract with Customer [Line Items] | |
Capitalized contract costs, noncurrent | $ 6,042,000 |
Prepaid and Other Current Assets [Member] | Fulfill Contract [Member] | |
Revenue from Contract with Customer [Line Items] | |
Capitalized contract costs, noncurrent | 3,526,000 |
Other Noncurrent Assets [Member] | Obtain Contract [Member] | |
Revenue from Contract with Customer [Line Items] | |
Capitalized contract costs, noncurrent | 38,833,000 |
Other Noncurrent Assets [Member] | Fulfill Contract [Member] | |
Revenue from Contract with Customer [Line Items] | |
Capitalized contract costs, noncurrent | $ 24,240,000 |
Revenue Recognition (Remaining
Revenue Recognition (Remaining Performance Obligation - Narrative) (Details) | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected satisfaction, period | 12 months |
Remaining performance obligation, percentage | 51.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected satisfaction, period | 1 year |
Remaining performance obligation, percentage | 49.00% |
Business Combinations (eRx Netw
Business Combinations (eRx Network Holdings, Inc. - Narrative) (Details) - eRx Network Holdings, Inc. [Member] $ in Thousands | May 01, 2020USD ($) |
Business Acquisition [Line Items] | |
Ownership percentage acquired in exchange | 100.00% |
Remeasurement loss | $ 6,000 |
Business Combinations (PDX, Inc
Business Combinations (PDX, Inc. - Narrative) (Details) - PDX, Inc. [Member] - USD ($) $ in Thousands | Jun. 01, 2020 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||
Ownership percentage acquired in exchange | 100.00% | |
Total consideration | $ 198,291 | |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price allocation period after acquisition | 1 year |
Business Combinations (Nucleus.
Business Combinations (Nucleus.io - Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Aug. 31, 2020 | Mar. 31, 2021 | Jun. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,108,792 | $ 98,830 | $ 3,795,325 | ||
Nucleus.io [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 35,120 | ||||
Goodwill | 22,341 | ||||
Technology-Based Intangible Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | $ 25,300 | ||||
Technology-Based Intangible Assets [Member] | Nucleus.io [Member] | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | $ 11,700 | ||||
Useful life | 15 years |
Business Combinations (The Merg
Business Combinations (The Merger - Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2020 | Jul. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 26, 2019 |
Business Acquisition [Line Items] | |||||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Total revenue | $ 3,090,421 | $ 196,792 | |||||
Loss from Equity Method Investment in the Joint Venture | $ 380,713 | $ 70,487 | |||||
Joint Venture [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 41.00% | ||||||
Ownership percentage acquired in exchange | 30.00% | ||||||
Total revenue | $ 196,792 | ||||||
Loss from Equity Method Investment in the Joint Venture | $ 4,288 | ||||||
Joint Venture [Member] | Prior to Merger [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of remaining equity interest being acquired | 58.00% | ||||||
Loss from Equity Method Investment in the Joint Venture | $ 230,229 | ||||||
Change Common Stock [Member] | SpinCo [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 42.00% | ||||||
The Merger [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, par value | $ 0.001 | ||||||
Number of shares of equity interests issued | 175,995,192 | ||||||
The Merger [Member] | McKesson Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, par value | $ 0.01 | ||||||
Number of shares of equity interests issued | 15,426,537 | ||||||
The Merger [Member] | McKesson Common Stock [Member] | Held by Pre-Merger Holders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 58.00% | ||||||
The Merger [Member] | SpinCo Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, par value | $ 0.001 | ||||||
Number of shares of equity interests issued | 175,995,192 | ||||||
The Merger [Member] | Change Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, par value | $ 0.001 | ||||||
The Merger [Member] | Change Common Stock [Member] | Held by Pre-Merger Holders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 42.00% |
Business Combinations (eRx Ne_2
Business Combinations (eRx Network Holdings, Inc. - Summary of Information Related to Acquisition) (Details) - USD ($) $ in Thousands | May 01, 2020 | Mar. 31, 2021 | Jun. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash | $ 755 | ||||
Accounts receivable | 5,739 | ||||
Prepaid expenses and other current assets | 2,251 | ||||
Goodwill | $ 4,108,792 | 98,830 | $ 3,795,325 | ||
Other noncurrent assets | 690 | ||||
Accounts payable | (3,882) | ||||
Accrued expenses and other current liabilities | (3,364) | ||||
Total consideration transferred | 198,291 | ||||
eRx Network Holdings, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid at closing | $ 249,359 | ||||
Fair value of eRx purchase option | 140,500 | ||||
Fair value of vested stock appreciation rights | 5,097 | ||||
Cash paid for canceled eRx equity awards | 5,891 | ||||
Total Consideration Fair Value at Acquisition Date | 400,847 | ||||
Cash | 54,108 | ||||
Accounts receivable | 12,747 | ||||
Prepaid expenses and other current assets | 609 | ||||
Goodwill | 225,156 | ||||
Other noncurrent assets | 20 | ||||
Accounts payable | (2,543) | ||||
Accrued expenses and other current liabilities | (10,933) | ||||
Deferred income tax liabilities | (39,217) | ||||
Total consideration transferred | 400,847 | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | 74,300 | ||||
Customer Relationships [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life | 12 years | ||||
Customer Relationships [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life | 18 years | ||||
Customer Relationships [Member] | eRx Network Holdings, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | $ 131,200 | ||||
Useful life | 17 years | ||||
Technology-Based Intangible Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | $ 25,300 | ||||
Technology-Based Intangible Assets [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life | 6 years | ||||
Technology-Based Intangible Assets [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life | 12 years | ||||
Technology-Based Intangible Assets [Member] | eRx Network Holdings, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | $ 29,700 | ||||
Technology-Based Intangible Assets [Member] | eRx Network Holdings, Inc. [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life | 9 years | ||||
Technology-Based Intangible Assets [Member] | eRx Network Holdings, Inc. [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life | 12 years |
Business Combinations (PDX, I_2
Business Combinations (PDX, Inc. - Summary of Information Related to Acquisition) (Details) - USD ($) $ in Thousands | Jun. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash | $ 755 | |||
Accounts receivable | 5,739 | |||
Prepaid expenses and other current assets | 2,251 | |||
Property and equipment | 840 | |||
Goodwill | 98,830 | $ 4,108,792 | $ 3,795,325 | |
Other noncurrent assets | 690 | |||
Accounts payable | (3,882) | |||
Deferred revenue, current | (2,946) | |||
Accrued expenses and other current liabilities | (3,364) | |||
Other long-term liabilities | (222) | |||
Total consideration transferred | 198,291 | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 74,300 | |||
Customer Relationships [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 12 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 18 years | |||
Customer Relationships [Member] | PDX, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 18 years | |||
Technology-Based Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Identified intangible assets | $ 25,300 | |||
Technology-Based Intangible Assets [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 6 years | |||
Technology-Based Intangible Assets [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 12 years | |||
Technology-Based Intangible Assets [Member] | PDX, Inc. [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 10 years | |||
Technology-Based Intangible Assets [Member] | PDX, Inc. [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Useful life | 11 years |
Business Combinations (The Me_2
Business Combinations (The Merger - Summary of Information Related to Acquisition) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2020 | Mar. 31, 2021 | Jun. 01, 2020 | Mar. 31, 2020 | Jun. 26, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Cash | $ 755 | |||||
Accounts receivable, net of allowance of $22,059 | 5,739 | |||||
Prepaid expenses and other current assets | 2,251 | |||||
Property and equipment, net | 840 | |||||
Goodwill | $ 4,108,792 | 98,830 | $ 3,795,325 | |||
Other noncurrent assets | 690 | |||||
Accounts payable | (3,882) | |||||
Deferred revenue, current | (2,946) | |||||
Other long-term liabilities | (222) | |||||
Total consideration transferred | 198,291 | |||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
The Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 330,665 | |||||
Accounts receivable, net of allowance of $22,059 | 718,895 | |||||
Contract assets | 132,704 | |||||
Prepaid expenses and other current assets | 115,436 | |||||
Investment in business purchase option | 146,500 | |||||
Property and equipment, net | 206,751 | |||||
Goodwill | 4,363,282 | |||||
Other noncurrent assets | 169,539 | |||||
Accounts payable | (60,637) | |||||
Accrued expenses | (563,791) | |||||
Deferred revenue, current | (292,528) | |||||
Current portion of long-term debt | (28,969) | |||||
Other current liabilities | (22,732) | |||||
Long-term debt, excluding current portion | (4,713,565) | |||||
Deferred income tax liabilities | (576,546) | |||||
Tax receivable agreement obligations due to related parties | (176,586) | |||||
Other long-term liabilities | (102,675) | |||||
Total consideration transferred | 4,035,743 | |||||
Accounts receivable, allownace for doubtful accounts | 22,059 | |||||
Fair value of shares issued to SpinCo shareholders (175,995,192 shares at $12.47 per share): Common Stock, $0.001 par value | 176 | |||||
Additional paid-in capital | 2,194,484 | |||||
Fair value of Joint Venture equity interest previously held | 1,589,040 | |||||
Fair value of Joint Venture equity interest previously held through TEUs | 216,764 | |||||
Settlement of dividend receivable | 42,778 | |||||
Repayment of advances to member | (7,499) | |||||
Purchase consideration | $ 4,035,743 | |||||
Fair value of shares issued to SpinCo shareholders , shares | 175,995,192 | |||||
Fair value of shares issued to SpinCo shareholders, share price | $ 12.47 | |||||
Common Stock, par value | $ 0.001 | |||||
Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | 74,300 | |||||
Customer Relationships [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 12 years | |||||
Customer Relationships [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 18 years | |||||
Customer Relationships [Member] | The Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | $ 3,056,000 | |||||
Customer Relationships [Member] | The Merger [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 12 years | |||||
Customer Relationships [Member] | The Merger [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 16 years | |||||
Tradenames [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 18 years | |||||
Tradenames [Member] | The Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | $ 146,000 | |||||
Useful life | 18 years | |||||
Technology-Based Intangible Assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | $ 25,300 | |||||
Technology-Based Intangible Assets [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 6 years | |||||
Technology-Based Intangible Assets [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 12 years | |||||
Technology-Based Intangible Assets [Member] | The Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | $ 1,188,000 | |||||
Technology-Based Intangible Assets [Member] | The Merger [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 6 years | |||||
Technology-Based Intangible Assets [Member] | The Merger [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Useful life | 12 years |
Business Combinations (Suppleme
Business Combinations (Supplemental Pro Forma Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Total revenue | $ 3,290,734 | $ 3,133,907 |
Net income (loss) | $ (228,234) | $ (128,889) |
Net income (loss) per share, basic and diluted | $ (0.75) | $ (0.43) |
Dispositions (Narrative) (Detai
Dispositions (Narrative) (Details) - USD ($) $ in Thousands | Dec. 02, 2020 | May 01, 2020 | Jul. 31, 2020 | Mar. 31, 2021 | Dec. 01, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Net book value | $ 3,252,228 | $ 3,285,447 | $ 1,132,487 | $ 1,176,572 | |||||
Gain on sale of business | $ 59,143 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Connected Analytics [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration | $ 55,000 | ||||||||
Net book value | $ 23,428 | ||||||||
Net accounts receivable | 16,636 | ||||||||
Goodwill | 21,705 | ||||||||
Deferred revenue | $ 17,083 | ||||||||
Gain on sale of business | 24,337 | ||||||||
Payment received on notes receivable | $ 25,000 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Connected Analytics [Member] | Notes Receivable [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Other noncurrent assets | $ 25,000 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Capacity Management [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration | $ 67,500 | ||||||||
Net book value | $ 31,690 | ||||||||
Net accounts receivable | 14,991 | ||||||||
Goodwill | 26,944 | ||||||||
Deferred revenue | $ 15,230 | ||||||||
Gain on sale of business | $ 31,690 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 12 Months Ended |
Mar. 31, 2021 | |
Minimum [Member] | |
Operating and finance lease terms | 1 year |
Maximum [Member] | |
Operating and finance lease terms | 15 years |
Leases (Components of Lease Cos
Leases (Components of Lease Cost) (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 43,950 |
Finance lease cost: Amortization expense | 429 |
Finance lease cost: Interest expense | 120 |
Short-term lease cost | 1,473 |
Variable lease cost | 6,804 |
Sublease income | (1,293) |
Total lease cost | $ 51,483 |
Leases (Right-of-use Assets and
Leases (Right-of-use Assets and Lease Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Apr. 30, 2020 |
Leases [Abstract] | ||
Right-of-use assets, Operating leases | $ 93,412 | $ 111,815 |
Right-of-use assets, Finance leases | $ 1,858 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | |
Total right-of-use assets | $ 95,270 | |
Current liabilities: Operating leases | 30,608 | |
Current liabilities: Finance leases | 568 | |
Noncurrent liabilities: Operating leases | 75,396 | |
Noncurrent liabilities: Finance leases | $ 1,225 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term Debt, Excluding Current Maturities | |
Total lease liabilities | $ 107,797 |
Leases (Lease Liability Maturit
Leases (Lease Liability Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Apr. 30, 2020 | Mar. 31, 2020 |
Operating Leases | |||
2022 | $ 37,129 | $ 40,476 | |
2023 | 27,659 | 34,750 | |
2024 | 19,378 | 23,761 | |
2025 | 14,061 | 15,393 | |
2026 | 9,219 | 10,780 | |
2027 and thereafter | 18,399 | 15,850 | |
Operating lease obligation, undiscounted | 125,845 | 141,010 | |
Less: Imputed interest | 19,841 | ||
Total lease liabilities | 106,004 | $ 125,331 | |
Finance Leases | |||
2022 | 664 | 468 | |
2023 | 485 | 468 | |
2024 | 468 | 468 | |
2025 | 390 | 468 | |
2026 | 390 | ||
Finance lease obligation, undiscounted | 2,007 | 2,262 | |
Less: Imputed interest | 214 | ||
Total lease liabilities | 1,793 | ||
2022 | 37,793 | 40,944 | |
2023 | 28,144 | 35,218 | |
2024 | 19,846 | 24,229 | |
2025 | 14,451 | 15,861 | |
2026 | 9,219 | 11,170 | |
2027 and thereafter | 18,399 | 15,850 | |
Total lease liabilities, undiscounted | 127,852 | $ 143,272 | |
Less: Imputed interest | 20,055 | ||
Total lease liabilities | $ 107,797 |
Leases (Other Information Relat
Leases (Other Information Related to Leases) (Details) | Mar. 31, 2021 |
Operating Leases | |
Weighted-average remaining lease term | 4 years 9 months 4 days |
Weighted-average discount rate | 7.29% |
Finance Leases | |
Weighted-average remaining lease term | 3 years 6 months 7 days |
Weighted-average discount rate | 6.51% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid expenses | $ 86,307 | $ 73,354 |
Other current assets | 53,951 | 44,613 |
Total prepaid expenses and other current assets | $ 140,258 | $ 117,967 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 233,811 | $ 209,156 | |
Accumulated depreciation | (59,441) | (2,960) | |
Property and equipment, net | 174,370 | 206,196 | |
Depreciation expense | 56,240 | 2,960 | $ 0 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 406 | 406 | |
Buildings and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 60,716 | 51,460 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 105,450 | 95,079 | |
Production Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 17,046 | 17,591 | |
Office Equipment, Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 34,696 | 31,302 | |
Construction in Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15,497 | $ 13,318 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets [Abstract] | |||
Goodwill impairment charge | $ 561,164 | ||
Amortization expense | $ 463,334 | $ 24,194 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill [Line Items] | ||
Balance at March 31, | $ 3,795,325 | |
Acquisitions | 346,327 | 4,360,648 |
Dispositions | (51,136) | |
Goodwill impairment | (561,164) | |
Effects of foreign currency | 15,583 | (4,159) |
Adjustments | 2,693 | |
Balance at March 31, | 4,108,792 | 3,795,325 |
Software and Analytics [Member] | ||
Goodwill [Line Items] | ||
Balance at March 31, | 1,770,118 | |
Acquisitions | 22,341 | 1,901,116 |
Dispositions | (51,136) | |
Goodwill impairment | (126,839) | |
Effects of foreign currency | 15,583 | (4,159) |
Adjustments | 1,396 | |
Balance at March 31, | 1,758,302 | 1,770,118 |
Network Solutions [Member] | ||
Goodwill [Line Items] | ||
Balance at March 31, | 1,645,831 | |
Acquisitions | 323,986 | 1,944,701 |
Dispositions | ||
Goodwill impairment | (298,870) | |
Effects of foreign currency | ||
Adjustments | 922 | |
Balance at March 31, | 1,970,739 | 1,645,831 |
Technology-Enabled Services [Member] | ||
Goodwill [Line Items] | ||
Balance at March 31, | 379,376 | |
Acquisitions | 514,831 | |
Dispositions | ||
Goodwill impairment | (135,455) | |
Effects of foreign currency | ||
Adjustments | 376 | |
Balance at March 31, | $ 379,752 | $ 379,376 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,675,476 | $ 4,390,000 |
Accumulated Amortization | (488,403) | (24,194) |
Net | 4,187,073 | 4,365,806 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,263,653 | 3,056,000 |
Accumulated Amortization | (276,682) | (13,064) |
Net | 2,986,971 | 3,042,936 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,261,285 | 1,188,000 |
Accumulated Amortization | (200,773) | (10,290) |
Net | 1,060,512 | 1,177,710 |
Tradenames and Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 150,538 | 146,000 |
Accumulated Amortization | (10,948) | (840) |
Net | $ 139,590 | $ 145,160 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Schedule of Aggregate Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Goodwill and Intangible Assets [Abstract] | ||
2022 | $ 496,544 | |
2023 | 446,194 | |
2024 | 406,159 | |
2025 | 373,506 | |
2026 | 337,532 | |
Thereafter | 2,127,138 | |
Net | $ 4,187,073 | $ 4,365,806 |
Other Noncurrent Assets (Narrat
Other Noncurrent Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Noncurrent Assets [Abstract] | ||
Capitalized software developed for internal use, accumulated amortization | $ 71,356 | $ 5,290 |
Capitalized software developed for internal use, amortization expense | $ 71,473 |
Other Noncurrent Assets (Schedu
Other Noncurrent Assets (Schedule of Other Noncurrent Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Other Noncurrent Assets [Abstract] | ||
Capitalized software developed for internal use, net | $ 260,858 | $ 103,642 |
Other noncurrent assets, net | 169,283 | 88,729 |
Other noncurrent assets, net | $ 430,141 | $ 192,372 |
Other Noncurrent Assets (Change
Other Noncurrent Assets (Changes in Carrying Amount of Capitalized Software Developed for Sale ) (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Other Noncurrent Assets [Abstract] | |
Balance at beginning of period | $ 574 |
Amounts capitalized | 13,919 |
Amortization expense | (1,326) |
Disposal from sale of businesses | (837) |
Other | (1,551) |
Balance at end of period | $ 10,779 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accued Expenses) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Accrued Expenses [Abstract] | ||
Customer deposits | $ 48,337 | $ 37,357 |
Accrued compensation | 177,509 | 113,959 |
Accrued outside services | 45,349 | 28,822 |
Accrued insurance | 10,897 | 14,293 |
Accrued income, sales and other taxes | 57,742 | 10,129 |
Accrued interest | 6,783 | 5,892 |
Interest rate cap agreements | 22,360 | 28,131 |
Pass-through payments | 16,799 | 29,518 |
Other accrued liabilities | 98,517 | 122,193 |
Total accrued expenses | $ 484,293 | $ 390,294 |
Long-Term Debt (Senior Credit F
Long-Term Debt (Senior Credit Facilities - Narrative) (Details) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Payments on Revolving Facility | $ 250,000,000 | ||
Letters of credit | 6,194,000 | $ 5,118,000 | |
Loss on extinguishment of debt | 8,924,000 | ||
Senior Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Right to request additional sums, maximum amount | $ 1,080,000,000 | ||
Right to request additional sums, maximum percentage amount equal to EBITDA | 100.00% | ||
Additional indebtedness incurred if leverage ratio exceeded | $ 1 | ||
Consolidated interest coverage ratio | 2 | ||
Percentage of Parent borrower's annual excess cash flows required to be exempt from requirement to prepay outstanding term loans | 50.00% | ||
Percentage of net cash proceeds of non-ordinary course asset sales or other dispositions of property required to be exempt from requirement to prepay outstanding term loans | 100.00% | ||
Percentage of net cash proceeds of any incurrence of debt by borrowers other than proceeds from debt permitted under the terms required to be exempt from requirement to prepay outstanding term loans | 100.00% | ||
Maximum percentage of capital stock of wholly owned foreign restricted subsidiary pledged | 65.00% | ||
Senior Credit Facilities [Member] | Specified Consolidated First Lien Net Leverage Ratios Achieved and Maintained Second Fiscal Year [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 4.90 | ||
Percentage of Parent borrower's annual excess cash flows required to be exempt from requirement to prepay outstanding term loans | 25.00% | ||
Percentage of net cash proceeds of non-ordinary course asset sales or other dispositions of property required to be exempt from requirement to prepay outstanding term loans | 50.00% | ||
Senior Credit Facilities [Member] | Specified Consolidated First Lien Net Leverage Ratios Achieved and Maintained Third Fiscal Year [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 5.75 | ||
Percentage of Parent borrower's annual excess cash flows required to be exempt from requirement to prepay outstanding term loans | 0.00% | ||
Percentage of net cash proceeds of non-ordinary course asset sales or other dispositions of property required to be exempt from requirement to prepay outstanding term loans | 25.00% | ||
Senior Credit Facilities [Member] | Specified Consolidated First Lien Net Leverage Ratios Achieved and Maintained Forth Fiscal Year [Member] | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 6 | ||
Percentage of net cash proceeds of non-ordinary course asset sales or other dispositions of property required to be exempt from requirement to prepay outstanding term loans | 0.00% | ||
Senior Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 1.00% | ||
Senior Credit Facilities [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 0.50% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Payments on Revolving Facility | $ 250,000,000 | ||
Floor rate | 0.00% | ||
Current borrowing capacity | $ 785,000,000 | ||
Remaining borrowing capacity | $ 778,806,000 | $ 529,882,000 | |
Commitment fee percentage | 0.375% | ||
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 1.00% | ||
Percentage of principal amount amortized in equal quarterly installments | 1.00% | ||
Remaining quarterly amortization payments | $ 0 | ||
Repayment of debt | 315,000,000 | ||
Loss on extinguishment of debt | $ 8,924,000 | ||
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 2.00% |
Long-Term Debt (Senior Notes -
Long-Term Debt (Senior Notes - Narrative) (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Feb. 28, 2017 | |
Senior Notes due March 1, 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,325,000,000 | $ 1,325,000,000 | ||
Stated interest rate | 5.75% | 5.75% | ||
Maturity date | Mar. 1, 2025 | |||
Redemption price percentage | 101.00% | |||
Senior Notes - Issuance 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 325,000,000 | |||
Issuance costs | $ 6,161,000 | |||
Senior Notes - Issuance 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,000,000,000 |
Long-Term Debt (Other - Narrati
Long-Term Debt (Other - Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,857,088 | |
Deferred Financing Arrangements [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 16,346 | $ 21,454 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-Term Debt) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,857,088,000 | |
Less current portion | (27,339,000) | $ (278,779,000) |
Long-term debt | 4,734,775,000 | 4,710,294,000 |
Senior Notes due March 1, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,318,079,000 | 997,772,000 |
Debt instrument, face amount | $ 1,325,000,000 | $ 1,325,000,000 |
Stated interest rate | 5.75% | 5.75% |
Maturity date | Mar. 1, 2025 | |
Unamortized discount | $ 6,921,000 | $ 2,228,000 |
Effective interest rate | 5.90% | 5.80% |
Senior Amortizing Notes due June 30, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 20,345,000 | $ 35,431,000 |
Debt instrument, face amount | $ 47,367,000 | 47,367,000 |
Maturity date | Jun. 30, 2022 | |
Unamortized discount | $ 293,000 | $ 842,000 |
Effective interest rate | 7.44% | 7.44% |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 18,138,000 | $ 23,413,000 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,405,552,000 | 3,682,457,000 |
Debt instrument, face amount | $ 5,100,000,000 | 5,100,000,000 |
Maturity date | Mar. 1, 2024 | |
Unamortized discount | $ 87,698,000 | $ 125,793,000 |
Effective interest rate | 4.42% | 4.42% |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 250,000,000 | |
Debt instrument, face amount | $ 785,000,000 | $ 785,000,000 |
Maturity date | Jul. 3, 2024 | |
Weighted average interest rate | 3.25% |
Long-Term Debt (Schedule of Fut
Long-Term Debt (Schedule of Future Maturities) (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Long-Term Debt [Abstract] | |
2022 | $ 27,339 |
2023 | 9,416 |
2024 | 3,494,961 |
2025 | 1,325,372 |
2026 | |
Thereafter | |
Total | $ 4,857,088 |
Interest Rate Cap Agreements (N
Interest Rate Cap Agreements (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Aug. 31, 2018 | |
Derivative [Line Items] | |||
Reclassified as interest expense | $ 1,935 | ||
Fair value derivative net liability | $ 23,063 | ||
Interest Rate Cap Agreements [Member] | |||
Derivative [Line Items] | |||
Notional amount | $ 1,000,000 | ||
Effective date | Mar. 31, 2020 | ||
Derivative, maturity date | Mar. 31, 2024 | ||
Interest Rate Cap Agreements [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Variable rate | 1.00% | ||
Joint Venture [Member] | Interest Rate Cap Agreements [Member] | |||
Derivative [Line Items] | |||
Notional amount | $ 1,500,000 | ||
Effective date | Aug. 31, 2018 | ||
Derivative, maturity date | Dec. 31, 2021 | ||
Joint Venture [Member] | Interest Rate Cap Agreements [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Notional amount | 500,000 | ||
Joint Venture [Member] | Interest Rate Cap Agreements [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Notional amount | $ 1,500,000 | ||
Variable rate | 1.00% |
Interest Rate Cap Agreements (S
Interest Rate Cap Agreements (Schedule of Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Accrued expenses | $ (484,293) | $ (390,294) |
Other long-term liabilities | (65,572) | (93,487) |
Fair Values of Derivative Instruments Asset (Liability) Derivatives | (23,063) | |
Designated as Hedging Instrument [Member] | Interest Rate Cap Agreements [Member] | ||
Derivatives Fair Value [Line Items] | ||
Accrued expenses | (22,360) | (28,131) |
Other long-term liabilities | (365) | (19,277) |
Fair Values of Derivative Instruments Asset (Liability) Derivatives | $ (22,725) | $ (47,408) |
Interest Rate Cap Agreements _2
Interest Rate Cap Agreements (Schedule of Effect of Derivative Instruments on Statement of Operations) (Details) - Cash Flow Hedging [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain/(loss) related to derivative financial instruments recognized in other comprehensive income (loss) | $ (4,855) | $ (1,361) | |
Gain/ (loss) related to portion of derivative financial instruments reclassified from accumulated other comprehensive income (loss) to interest expense | $ 1,202 | $ (22) |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Interest rate cap agreements | $ (22,725) | $ (47,408) |
Contingent consideration obligation | (3,000) | |
Total | (22,725) | (50,408) |
Significant Other Observable Inputs (Level 2) | ||
Derivatives Fair Value [Line Items] | ||
Interest rate cap agreements | (22,725) | (47,408) |
Total | $ (22,725) | (47,408) |
Significant Unobservable Inputs (Level 3) | ||
Derivatives Fair Value [Line Items] | ||
Contingent consideration obligation | (3,000) | |
Total | $ (3,000) |
Fair Value Measurements (Reconc
Fair Value Measurements (Reconciliation of Fair Value Derivative Using Unobservable Inputs) (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Measurements [Abstract] | |
Balance at beginning of period | $ (3,000) |
Gain/(loss) included in contingent consideration | 3,000 |
Balance at end of period |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying Amount and Estimated Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Carrying [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 113,101 | $ 410,405 |
Investment in business purchase option | 146,500 | |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 113,101 | 410,405 |
Investment in business purchase option | 146,500 | |
Senior Notes due March 1, 2025 [Member] | Significant Other Observable Inputs (Level 2) | Carrying [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,318,079 | 997,772 |
Senior Notes due March 1, 2025 [Member] | Significant Other Observable Inputs (Level 2) | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,351,500 | 950,000 |
Senior Amortizing Notes due June 30, 2022 [Member] | Significant Other Observable Inputs (Level 2) | Carrying [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component of tangible equity units | 20,345 | 35,431 |
Senior Amortizing Notes due June 30, 2022 [Member] | Significant Other Observable Inputs (Level 2) | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component of tangible equity units | 21,435 | 34,806 |
Senior Credit Facilities [Member] | Significant Other Observable Inputs (Level 2) | Carrying [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 3,405,552 | 3,682,457 |
Senior Credit Facilities [Member] | Significant Other Observable Inputs (Level 2) | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 3,488,883 | $ 3,452,687 |
Tangible Equity Units (Narrativ
Tangible Equity Units (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2019 | Jul. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2019 |
Tangible Equity Units [Line Items] | |||||
Share offering | 49,285,713 | ||||
Conversion to shares | $ 3.2051 | ||||
Senior Amortizing Note [Member] | |||||
Tangible Equity Units [Line Items] | |||||
Maturity date | Jun. 30, 2022 | ||||
Initial principal amount | $ 8.2378 | ||||
Stated interest rate | 5.50% | ||||
Cash installment | $ 0.7500 | $ 0.7417 | |||
Settlement date | Jun. 30, 2022 | ||||
Minimum [Member] | |||||
Tangible Equity Units [Line Items] | |||||
Share offering | 15,492,315 | ||||
Maximum [Member] | |||||
Tangible Equity Units [Line Items] | |||||
Share offering | 18,590,682 | ||||
Applicable Market Value is greater than $15.60 per share [Member] | |||||
Tangible Equity Units [Line Items] | |||||
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] | |||||
Tangible Equity Units [Line Items] | |||||
Conversion to shares | 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] | |||||
Tangible Equity Units [Line Items] | |||||
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] | |||||
Tangible Equity Units [Line Items] | |||||
Share price | 15.60 | ||||
Applicable Market Value is less than $13.00 per share [Member] | |||||
Tangible Equity Units [Line Items] | |||||
Share price | 13 | ||||
Conversion to shares | $ 3.8461 | ||||
Tangible Equity Units [Member] | |||||
Tangible Equity Units [Line Items] | |||||
Tangible equity unit offering | 5,750,000 | 5,750,000 | 5,750,000,000 | ||
Total proceeds, net of issuance costs | $ 278,875 | $ 278,875 | $ 278,875 | ||
TEU price per share | $ 50 | $ 50 | |||
Initial principal amount | 8.2378 | ||||
Tangible Equity Units [Member] | 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] | |||||
Tangible Equity Units [Line Items] | |||||
Share price | 13 | ||||
Tangible Equity Units [Member] | 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] | |||||
Tangible Equity Units [Line Items] | |||||
Share price | $ 15.60 |
Tangible Equity Units (Schedule
Tangible Equity Units (Schedule of Aggregate Values Assigned upon Issuance of Tangible Equity Units) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2019 | Jul. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Tangible Equity Units [Line Items] | ||||
Equity Component, Net proceeds | $ 232,929 | |||
Debt Component, Gross proceeds | $ 47,367 | |||
Debt Component, Issuance costs | $ (19,519) | |||
Tangible Equity Units [Member] | ||||
Tangible Equity Units [Line Items] | ||||
Equity Component, Price per TEU | $ 41.7622 | |||
Equity Component, Gross proceeds | $ 240,133 | |||
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 share | $ 50 | $ 50 | ||
Total, Gross proceeds | $ 287,500 | |||
Total, Issuance costs | (8,625) | |||
Total, Net proceeds | $ 278,875 | $ 278,875 | $ 278,875 |
Tangible Equity Units (Schedu_2
Tangible Equity Units (Schedule of Tangible Equity Units Activity) (Details) - Tangible Equity Units [Member] - shares | Jul. 01, 2019 | Jul. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Tangible Equity Units [Line Items] | ||||
Outstanding at March 31, | 5,137,345,000 | |||
Issued | 5,750,000 | 5,750,000 | 5,750,000,000 | |
Conversions | (303,700,000) | (612,655,000) | ||
Outstanding at March 31, | 4,833,645,000 | 5,137,345,000 |
Equity Method Investment in C_3
Equity Method Investment in Change Healthcare LLC (Narrative) (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Legacy CHC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage investment exchanged for membership interest in Joint Venture | 45.615% | ||
Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 41.00% | ||
Ownership percentage acquired in exchange | 30.00% | ||
Shares received from Joint Venture | 49,285,713 | 49,285,713 | |
Additional ownership percentage acquired | 11.00% | ||
Write-off of basis differences within Loss from Equity Method Investment in the Joint Venture | $ 380,713 | $ 70,487 | |
Joint Venture [Member] | Legacy CHC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 54.385% |
Equity Method Investment in C_4
Equity Method Investment in Change Healthcare LLC (Summarized Financial Information of the Joint Venture) (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Mar. 10, 2020 | Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | $ 1,118,829 | $ 1,401,181 | ||
Current liabilities | $ 1,047,121 | $ 1,059,789 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | $ 3,092,875 | $ 3,281,729 | ||
Cost of operations (exclusive of depreciation and amortization) | 1,263,244 | 1,354,655 | ||
Customer postage | 215,448 | 238,618 | ||
Net income (loss) | 123,771 | $ 176,670 | ||
Current assets | 1,339,908 | |||
Long-term assets | 5,187,220 | |||
Current liabilities | 1,112,875 | |||
Long-term liabilities | $ 5,185,304 |
Equity Method Investment in C_5
Equity Method Investment in Change Healthcare LLC (Reconciliation of Other Investments) (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021USD ($) | ||
Marketable Securities [Line Items] | ||
Balance | ||
Balance | ||
Forward Contracts [Member] | ||
Marketable Securities [Line Items] | ||
Acquisition | 232,928 | |
Change in fair value | 14,836 | |
TEU conversions of forward purchase contracts | (31,000) | |
Settlement of investment in forward purchase contracts | (216,764) | [1] |
Debt Securities [Member] | ||
Marketable Securities [Line Items] | ||
Acquisition | 45,946 | |
Receipt of payments on debt securities | (7,332) | |
Change in fair value | 1,489 | |
Elimination of investment in debt securities | $ (40,103) | [2] |
[1] | Amount is included as part of the Merger purchase price. See Note 4, Business Combinations for additional information. | |
[2] | Amount is eliminated as part of consolidation. |
Incentive Compensation Plans (N
Incentive Compensation Plans (Narrative) (Details) | 11 Months Ended | 12 Months Ended | 24 Months Ended | ||
Mar. 09, 2020USD ($) | Mar. 31, 2021USD ($)itemshares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ | $ 0 | $ 59,016,000 | $ 1,701,000 | ||
Legacy CHC Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance | 37,900,000 | 37,900,000 | |||
Liquidity event, percentage threshold of shares sold | 25.00% | ||||
Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance | 25,000,000 | 25,000,000 | |||
Granted in period | 1 | ||||
Unrecognized compensation expense | $ | $ 239,038,000 | $ 239,038,000 | |||
Unrecognized compensation expense period for recognition | 1 year 9 months 18 days | ||||
Replacement Exit-Vesting Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ | $ 0 | $ 0 | |||
Time-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period | 0 | ||||
Number of tranches | item | 4 | ||||
Unrecognized compensation expense | $ | $ 4,295,000 | $ 4,295,000 | |||
Unrecognized compensation expense period for recognition | 8 months 12 days | ||||
Time-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of awards liquidated for cash | 54.40% | ||||
Percentage of awards exchanged for vested options | 45.60% | ||||
Awards received as, exercise price equal to percentage of fair value, percentage | 25.00% | ||||
Vesting percentage | 25.00% | ||||
Time-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Time-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Time-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | Share-based Payment Arrangement, Tranche Four [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Exit-Vesting Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period | 0 | ||||
Exit-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of awards liquidated for cash | 54.40% | ||||
Percentage of awards exchanged for vested options | 45.60% | ||||
Awards received as, exercise price equal to percentage of fair value, percentage | 25.00% | ||||
Number of tranches | item | 3 | ||||
Unrecognized compensation expense | $ | $ 28,008,000 | $ 28,008,000 | |||
Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period | 11,579,143 | ||||
Vested | 1,131,199 | ||||
Restricted Stock Units [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 [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting percentage | 50.00% | ||||
Restricted Stock Units [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Restricted Stock Units [Member] | Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Cash Settled Restricted Stock Units CSRSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period | 172,524 | ||||
Vested | 173,816 | ||||
Cash Settled Restricted Stock Units CSRSU [Member] | Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash paid to settle awards upon vesting | $ | $ 2,273,000 | $ 0 | |||
Performance Stock Units PSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period | 1,177,152 | ||||
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 Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Deferred Stock Units DSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period | 86,916 | ||||
Vested | 45,704 | ||||
Deferred Stock Units DSU [Member] | Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Vesting percentage | 100.00% | ||||
eRx Vested Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested | 478,180 | ||||
Minimum [Member] | Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Minimum [Member] | Restricted Stock Units [Member] | Omnibus Incentive Plan [Member] | Cliff Vesting Schedule [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Minimum [Member] | Cash Settled Restricted Stock Units CSRSU [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 | ||||
Maximum [Member] | Restricted Stock Units [Member] | Omnibus Incentive Plan [Member] | Cliff Vesting Schedule [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Maximum [Member] | 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 | ||||
Blackstone [Member] | eRx Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liquidity event, percentage threshold of shares sold | 25.00% | ||||
Blackstone [Member] | Joint Venture [Member] | Exit-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liquidity event, percentage threshold of shares sold | 25.00% | ||||
McKesson Corporation [Member] | Joint Venture [Member] | Exit-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liquidity event, percentage threshold of shares sold | 50.00% | ||||
Blackstone And McKesson [Member] | Joint Venture [Member] | Exit-Vesting Options [Member] | Legacy CHC Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liquidity event, percentage threshold of shares sold | 25.00% |
Incentive Compensation Plans (S
Incentive Compensation Plans (Schedule of Replacement Time-Vesting Option Activity) (Details) - Replacement Time-Vesting Options [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at April 1, 2020 | 3,458,744 | |
Exercised | (778,441) | |
Forfeited | (196,221) | |
Outstanding at March 31, 2021 | 2,484,082 | 3,458,744 |
Exercisable at March 31, 2021 | 2,484,082 | |
Weighted Average Exercise Price, Outstanding at April 1, 2020 | $ 11.95 | |
Weighted Average Exercise Price, Exercised | 10.64 | |
Weighted Average Exercise Price, Forfeited | 18.67 | |
Weighted Average Exercise Price, Outstanding at March 31, 2021 | 11.83 | $ 11.95 |
Weighted Average Exercise Price, Exercisable at March 31, 2021 | $ 11.83 | |
Weighted Average Remaining Contractual Term, Outstanding | 2 years 4 months 24 days | 3 years 3 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable at March 31, 2021 | 2 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding at April 1, 2020 | $ 4,083,000 | |
Aggregate Intrinsic Value, Exercised | 4,906,000 | |
Aggregate Intrinsic Value, Forfeited | 673,000 | |
Aggregate Intrinsic Value, Outstanding at March 31, 2021 | 25,517,000 | $ 4,083,000 |
Aggregate Intrinsic Value, Exercisable at March 31, 2021 | $ 25,517,000 |
Incentive Compensation Plans _2
Incentive Compensation Plans (Schedule of Replacement Exit-Vesting Restricted Stock Activity) (Details) - Replacement Exit-Vesting Restricted Stock [Member] | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | shares | 1,005,718 |
Canceled | shares | (83,466) |
Unvested at March 31, 2021 | shares | 922,252 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 12.87 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 12.63 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 12.89 |
Incentive Compensation Plans _3
Incentive Compensation Plans (Schedule of Time-Vesting and Exit-Vesting Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Time-Vesting Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at April 1, 2020 | 5,732,247 | |
Exercised | (410,632) | |
Forfeited | (257,467) | |
Outstanding at March 31, 2021 | 5,064,148 | 5,732,247 |
Exercisable at March 31, 2021 | 4,426,522 | |
Weighted Average Exercise Price, Outstanding at April 1, 2020 | $ 18.99 | |
Weighted Average Exercise Price, Exercised | 18.99 | |
Weighted Average Exercise Price, Forfeited | 18.99 | |
Weighted Average Exercise Price, Outstanding at March 31, 2021 | 18.99 | $ 18.99 |
Weighted Average Exercise Price, Exercisable at March 31, 2021 | $ 18.99 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 7 months 6 days | 7 years 7 months 6 days |
Weighted Average Remaining Contractual Term, Exercisable at March 31, 2021 | 6 years 7 months 6 days | |
Aggregate Intrinsic Value, Exercised | $ 1,754 | |
Aggregate Intrinsic Value, Forfeited | 906 | |
Aggregate Intrinsic Value, Outstanding at March 31, 2021 | 15,764 | |
Aggregate Intrinsic Value, Exercisable at March 31, 2021 | $ 13,781 | |
Exit-Vesting Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at April 1, 2020 | 5,254,104 | |
Forfeited | (503,477) | |
Outstanding at March 31, 2021 | 4,750,627 | 5,254,104 |
Weighted Average Exercise Price, Outstanding at April 1, 2020 | $ 18.99 | |
Weighted Average Exercise Price, Forfeited | 18.99 | |
Weighted Average Exercise Price, Outstanding at March 31, 2021 | $ 18.99 | $ 18.99 |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 7 months 6 days | 7 years 7 months 6 days |
Aggregate Intrinsic Value, Forfeited | $ 1,567 | |
Aggregate Intrinsic Value, Outstanding at March 31, 2021 | $ 14,774 |
Incentive Compensation Plans _4
Incentive Compensation Plans (Schedule of Time-Vesting and Exist-Vesting Nonvested Option Activity) (Details) | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Time-Vesting Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | shares | 1,988,559 |
Cancelled | shares | (118,428) |
Vested | shares | 1,232,505 |
Unvested at March 31, 2021 | shares | 637,626 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 9.78 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 9.78 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.78 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 9.78 |
Exit-Vesting Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | shares | 5,254,104 |
Cancelled | shares | (503,477) |
Unvested at March 31, 2021 | shares | 4,750,627 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 5.90 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 5.90 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 5.90 |
Incentive Compensation Plans _5
Incentive Compensation Plans (Summary of Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Time-Vesting Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 9.78 | $ 9.78 | $ 9.78 |
Expected volatility | 52.50% | ||
Risk-free interest rate | 2.20% | ||
Expected term (years) | 4 years 6 months | ||
Exit-Vesting Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 5.90 | $ 5.90 | $ 5.90 |
Expected volatility | 52.90% | ||
Risk-free interest rate | 2.20% | ||
Expected term (years) | 5 years 1 month 6 days | ||
Replacement Exit-Vesting Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 12.80 | ||
Expected volatility | 62.20% | ||
Risk-free interest rate | 2.30% | ||
Expected term (years) | 1 year 10 months 24 days |
Incentive Compensation Plans _6
Incentive Compensation Plans (Schedule of Long Term Incentive Plans Stock Unit Activity) (Details) | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | 4,468,089 |
Granted | 11,579,143 |
Canceled | (795,515) |
Vested | (1,131,199) |
Unvested at March 31, 2021 | 14,120,518 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 13.53 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 17.68 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 12.63 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 13.63 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 16.98 |
Deferred Stock Units DSU [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | 45,704 |
Granted | 86,916 |
Vested | (45,704) |
Unvested at March 31, 2021 | 86,916 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 15.06 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.93 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 15.06 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 11.93 |
Deferred Stock Units DSU [Member] | Shares to be Received After Leaving Position [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested | (45,704) |
Cash Settled Restricted Stock Units CSRSU [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | 477,561 |
Granted | 172,524 |
Canceled | (41,757) |
Vested | (173,816) |
Unvested at March 31, 2021 | 434,512 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 14.35 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.93 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 13.19 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 14.39 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 13.49 |
Performance Stock Units PSU [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | 965,689 |
Granted | 1,177,152 |
Canceled | (84,311) |
Unvested at March 31, 2021 | 2,058,530 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | $ 14.34 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 14.26 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 13.75 |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 14.32 |
Incentive Compensation Plans _7
Incentive Compensation Plans (Summary of eRX Award Stock Unit Activity) (Details) | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
eRx Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | shares | |
Granted | shares | 262,071 |
Canceled | shares | (18,238) |
Vested | shares | |
Unvested at March 31, 2021 | shares | 243,833 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.04 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 11.04 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 11.04 |
eRx Unvested Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at April 1, 2020 | shares | |
Granted | shares | 11,439 |
Canceled | shares | |
Vested | shares | |
Unvested at March 31, 2021 | shares | 11,439 |
Weighted Average Grant Date Fair Value, Unvested at April 1, 2020 | $ / shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.04 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 11.04 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Weighted Average Grant Date Fair Value, Unvested at March 31, 2021 | $ / shares | $ 11.04 |
Incentive Compensation Plans _8
Incentive Compensation Plans (Summary of Equity Compensation Expensed) (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Mar. 09, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Incentive Compensation Plans [Abstract] | ||||
Equity compensation expense | $ 0 | $ 59,016,000 | $ 1,701,000 | |
Deferred tax benefit recognized | 7,336,000 | 166,000 | ||
Actual tax benefit recognized | $ 6,067,000 | $ 152,000 |
Retirement Plans and Other Po_3
Retirement Plans and Other Postretirement Benefits (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||
Number of defined contribution plans employee may participate in | item | 1 | |
Defined contribution plan, expense | $ 30,931 | |
Post-Employment Benefits [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Benefit obligation | $ 1,960 | $ 5,927 |
Retirement Plans and Other Po_4
Retirement Plans and Other Postretirement Benefits (Summary of Liabilities Related to Deferred Compensation Plan) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Retirement Plans and Other Postretirement Benefits[Abstract] | ||
Accrued expenses | $ 1,746 | $ 1,772 |
Other long-term liabilities | 18,860 | 15,880 |
Total deferred compensation | $ 20,606 | $ 17,652 |
Tax Receivable Agreements (Narr
Tax Receivable Agreements (Narrative) (Details) - McKesson Tax Receivable Agreement [Member] | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |
Net cash tax savings, percentage payment provided by agreement | 85.00% |
Joint Venture [Member] | |
Related Party Transaction [Line Items] | |
Maximum percentage ownership allowed to receive net cash tax savings payment | 20.00% |
Tax Receivable Agreements (Aggr
Tax Receivable Agreements (Aggregate Payments Due Under Tax Receivable Agreements (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |
2022 | $ 21,412 |
2023 | 46,901 |
2024 | 37,399 |
2025 | 73,822 |
2026 | 123,169 |
Thereafter | 152,885 |
Gross expected payments | 455,588 |
Less: Amounts representing discount | (101,943) |
Total tax receivable agreement obligation | 353,645 |
Less: Current portion due (included in accrued expenses) | (21,412) |
Tax receivable agreement long-term obligation | 332,233 |
Related Party Tax Receivable Agreements [Member] | |
Related Party Transaction [Line Items] | |
2022 | 10,766 |
2023 | 11,392 |
2024 | 10,626 |
2025 | 37,213 |
2026 | 46,623 |
Thereafter | 63,323 |
Gross expected payments | 179,943 |
Less: Amounts representing discount | (66,026) |
Total tax receivable agreement obligation | 113,917 |
Less: Current portion due (included in accrued expenses) | (10,766) |
Tax receivable agreement long-term obligation | 103,151 |
McKesson Tax Receivable Agreement [Member] | |
Related Party Transaction [Line Items] | |
2022 | 189 |
2023 | 24,748 |
2024 | 16,478 |
2025 | 20,052 |
2026 | 57,196 |
Thereafter | 39,785 |
Gross expected payments | 158,448 |
Total tax receivable agreement obligation | 158,448 |
Less: Current portion due (included in accrued expenses) | (189) |
Tax receivable agreement long-term obligation | 158,259 |
Other Tax Receivable Agreements [Member] | |
Related Party Transaction [Line Items] | |
2022 | 10,457 |
2023 | 10,761 |
2024 | 10,295 |
2025 | 16,557 |
2026 | 19,350 |
Thereafter | 49,777 |
Gross expected payments | 117,197 |
Less: Amounts representing discount | (35,917) |
Total tax receivable agreement obligation | 81,280 |
Less: Current portion due (included in accrued expenses) | (10,457) |
Tax receivable agreement long-term obligation | $ 70,823 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes [Line Items] | |||
Deferred tax liability | $ 605,291 | $ 615,904 | |
Valuation allowance | 20,238 | 29,350 | |
Reduction to income tax expense if benefits from net operating loss carryforwards are realized | 20,238 | ||
Unrecognized tax benefits that would affect the effective tax rate | 54,380 | ||
Interest and penalties | 121 | $ 138 | $ 0 |
Accelerated receipt of AMT credit refund amount | 869 | ||
Residual Deferred Tax Asset [Member] | |||
Income Taxes [Line Items] | |||
Valuation allowance | 5,519 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 1,033,208 | ||
Federal [Member] | Research and Development Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | 35,278 | ||
State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 1,518,520 | ||
State [Member] | Research and Development Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | 2,665 | ||
Foreign [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 4,117 | ||
Operating loss carryforwards, expiration date | Dec. 31, 2024 | ||
State and Foreign [Member] | |||
Income Taxes [Line Items] | |||
Valuation allowance | $ 14,719 | ||
Accounting Standards Update 2017-01 [Member] | |||
Income Taxes [Line Items] | |||
Deferred tax liability | $ (28,576) | ||
Minimum [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | Dec. 31, 2031 | ||
Minimum [Member] | Federal [Member] | Research and Development Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards, expiration date | Dec. 31, 2038 | ||
Minimum [Member] | State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | Dec. 31, 2022 | ||
Maximum [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | Dec. 31, 2037 | ||
Maximum [Member] | Federal [Member] | Research and Development Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards, expiration date | Dec. 31, 2041 | ||
Maximum [Member] | State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | Dec. 31, 2040 |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income (Loss) before Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes [Line Items] | |||
Income (loss) before income taxes | $ (147,397) | $ (1,090,851) | $ (70,607) |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Income (loss) before income taxes | (145,328) | (1,091,272) | $ (70,607) |
Foreign [Member] | |||
Income Taxes [Line Items] | |||
Income (loss) before income taxes | $ (2,069) | $ 421 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Current: | |||
U.S. Federal | $ 2,515 | ||
U.S. State | 5,805 | 466 | |
Foreign | 2,789 | 102 | |
Current income tax provision (benefit) | 11,109 | 568 | |
Deferred: | |||
U.S. Federal | (47,052) | (113,523) | (15,468) |
U.S. State | (1,249) | (30,297) | (3,127) |
Foreign | 2,005 | (2) | |
Deferred income tax provision (benefit) | (46,296) | (143,822) | (18,595) |
Total income tax provision (benefit) | $ (35,187) | $ (143,254) | $ (18,595) |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes [Abstract] | |||
Statutory U.S. federal tax rate | 21.00% | 21.00% | 21.00% |
State income taxes (net of federal benefit) | (2.70%) | 2.10% | 3.50% |
Change in fair value of equity based awards | (1.20%) | 1.00% | |
Look through accounting policy election | 2.10% | ||
Research and development credit | 11.00% | 0.20% | 1.60% |
Gain on sale of business | (4.40%) | ||
Foreign income taxes | (1.50%) | ||
Equity compensation | (1.30%) | ||
eRx option | 2.90% | ||
Goodwill impairment charge | (10.80%) | ||
Other | (1.20%) | (0.30%) | (0.80%) |
Effective income tax rate | 23.80% | 13.10% | 26.30% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Income Taxes [Abstract] | ||
Depreciation and amortization | $ (1,046,755) | $ (1,034,407) |
Net operating losses | 299,606 | 348,329 |
Tax receivable agreements obligation to related parties | 67,633 | 68,900 |
Fair value of interest rate cap agreements | 1,466 | 14,011 |
Accruals and reserves | 60,661 | 15,680 |
Tax credits | 38,138 | 16,629 |
Debt discount and interest | (6,594) | (9,661) |
Equity compensation | 38,289 | 18,560 |
Valuation allowance | (20,238) | (29,350) |
163(j) Business interest expense limitation | 2,056 | 23,842 |
Accounting method change (ASC 606 adoption) | (23,315) | (31,886) |
Right of use asset | (24,262) | |
Right of use liability | 27,377 | |
Residual deferred tax assets | 5,518 | 12,072 |
Accounts receivable | 6,107 | 5,793 |
Other | (2,779) | (3,696) |
Net deferred tax assets (liabilities) | (577,092) | (585,184) |
Reported as: | ||
Non-current deferred tax assets | 28,199 | 30,720 |
Non-current deferred tax liabilities | (605,291) | (615,904) |
Net deferred tax assets (liabilities) | $ (577,092) | $ (585,184) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Abstract] | ||
Beginning unrecognized benefit | $ 56,177 | $ 863 |
Decreases from prior period tax positions | (2) | |
Increases from prior period tax positions | 3,010 | |
Increases from current period tax positions | 4,923 | 769 |
Increases from acquisition | 54,547 | |
Ending unrecognized benefit | $ 64,110 | $ 56,177 |
Net Income (Loss) Per Share (Co
Net Income (Loss) Per Share (Computation of Basic Net Income (Loss) Per Share of Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Net Income (Loss) Per Share [Abstract] | |||
Net income (loss) | $ (112,210) | $ (947,597) | $ (52,012) |
Weighted average common shares outstanding | 304,406,531 | 123,387,547 | 75,513,130 |
Minimum shares issuable under purchase contracts | 16,365,258 | 13,609,077 | |
Total weighted average shares outstanding | 320,771,789 | 136,996,624 | 75,513,130 |
Basic net income (loss) per share | $ (0.35) | $ (6.92) | $ (0.69) |
Diluted net income per share: | |||
Net income (loss) | $ (112,210) | $ (947,597) | $ (52,012) |
Number of shares used in basic computation | 320,771,789 | 136,996,624 | 75,513,130 |
Weighted average effect of dilutive securities | |||
Total weighted average shares outstanding | 320,771,789 | 136,996,624 | 75,513,130 |
Diluted net income (loss) per share | $ (0.35) | $ (6.92) | $ (0.69) |
Net Income (Loss) Per Share (An
Net Income (Loss) Per Share (Antidilutive Securities Excluded from Diluted Net Income (Loss) Per Share) (Details) - shares | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Dilutive Shares Issuable Under Purchase Contracts [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted net income (loss) per share | 1,184,993 | 1,829,437 | |
Time-Vesting Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted net income (loss) per share | 932,968 | 1,259,594 | 1,869,456 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted net income (loss) per share | 1,345,211 | ||
Deferred Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted net income (loss) per share | 99,964 | 20,371 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - Master Services Agreement [Member] $ in Millions | 1 Months Ended | |
Mar. 31, 2020USD ($) | Feb. 28, 2018USD ($)item | |
Commitments [Line Items] | ||
Commitment term | 10 years | |
Number of agreement renewal options | item | 3 | |
Renewal option term | 1 year | |
Percentage shortfall required if minimum commitment not met | 25.00% | |
Purchase commitment amount | $ 1,000,000,000 | |
Minimum [Member] | ||
Commitments [Line Items] | ||
Purchase commitment amount | $ 975,000 | |
Joint Venture [Member] | ||
Commitments [Line Items] | ||
Commitment term | 10 years |
Commitments (Schedule of Future
Commitments (Schedule of Future Minimum Commitments) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Commitments [Abstract] | ||
Operating lease obligation, undiscounted | $ 125,845 | $ 141,010 |
2022 | 37,129 | 40,476 |
2023 | 27,659 | 34,750 |
2024 | 19,378 | 23,761 |
2025 | 14,061 | 15,393 |
2026 | 9,219 | 10,780 |
2027 and thereafter | 18,399 | 15,850 |
Finance lease obligation, undiscounted | 2,007 | 2,262 |
2022 | 664 | 468 |
2023 | 485 | 468 |
2024 | 468 | 468 |
2025 | 390 | 468 |
2026 | $ 390 | |
Purchase obligations and other | 1,130,094 | |
Purchase obligations and other, 2022 | 201,077 | |
Purchase obligations and other, 2023 | 165,802 | |
Purchase obligations and other, 2024 | 189,835 | |
Purchase obligations and other, 2025 | 172,494 | |
Purchase obligations and other, 2026 | 140,330 | |
Purchase obligations and other, Thereafter | 260,556 | |
Total contractual obligations | 1,257,946 | |
Total contractual obligations, 2022 | 238,870 | |
Total contractual obligations, 2023 | 193,946 | |
Total contractual obligations, 2024 | 209,681 | |
Total contractual obligations, 2025 | 186,945 | |
Total contractual obligations, 2026 | 149,549 | |
Total contractual obligations, Thereafter | 278,955 | |
Future minimum sublease receivable | $ 1,325 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021USD ($)$ / employee | Mar. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | ||
Long-term debt, excluding current portion | $ 4,734,775 | $ 4,710,294 |
Blackstone Portfolio Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue recognized related to services provided | 3,792 | |
Amount paid related to services received | $ 18,057 | |
Employer Healthcare Program Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Service fee per participating employee per month | $ / employee | 1 | |
Option Agreement [Member[ | McKesson Corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Maximum percentage of ownership in the outstanding units of the Joint Venture allowed for option to acquire can be exercised | 5.00% | |
Transition Services Agreements [Member] | ||
Related Party Transaction [Line Items] | ||
Transition fee income | $ 283 | |
Senior Credit Facilities [Member] | GSO-Managed Funds [Member] | ||
Related Party Transaction [Line Items] | ||
Long-term debt, excluding current portion | $ 162,189 | $ 151,301 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 12 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting (Revenue and
Segment Reporting (Revenue and Adjusted EBITDA for each Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 3,090,421 | $ 196,792 | |
Adjusted EBITDA | 934,165 | ||
Reconciliation of income (loss) before tax provision (benefit) to Adjusted EBITDA | |||
Income (loss) before income tax provision (benefit) | (147,397) | (1,090,851) | $ (70,607) |
Amortization of capitalized software developed for sale | 1,326 | ||
Depreciation and amortization | 591,048 | 30,838 | |
Interest expense | 245,241 | 16,652 | |
Equity compensation | 59,016 | ||
Acquisition accounting adjustments | 109,743 | ||
Acquisition and divestiture-related costs | 19,709 | ||
Integration and related costs | 40,675 | ||
Strategic initiatives, duplicative and transition costs | 21,841 | ||
Severance costs | 13,184 | ||
Accretion and changes in estimate, net | 11,644 | 15,823 | |
Impairment of long-lived assets and other | 18,190 | ||
Gain on sale of businesses | (59,143) | ||
Contingent consideration | (3,000) | ||
Loss on extinguishment of debt | 8,924 | ||
Other non-routine, net | 3,164 | ||
Adjusted EBITDA | 934,165 | ||
Postage and Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 96,533 | ||
Purchase Accounting Adjustment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | (128,230) | ||
Software and Analytics [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 1,534,926 | ||
Adjusted EBITDA | 526,129 | ||
Reconciliation of income (loss) before tax provision (benefit) to Adjusted EBITDA | |||
Adjusted EBITDA | 526,129 | ||
Network Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 717,843 | ||
Adjusted EBITDA | 377,005 | ||
Reconciliation of income (loss) before tax provision (benefit) to Adjusted EBITDA | |||
Adjusted EBITDA | 377,005 | ||
Technology-Enabled Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 869,349 | ||
Adjusted EBITDA | 31,031 | ||
Reconciliation of income (loss) before tax provision (benefit) to Adjusted EBITDA | |||
Adjusted EBITDA | 31,031 | ||
Postage [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | $ 196,532 | $ 12,631 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Summary Of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ 3,285,447 | $ 1,132,487 | $ 1,176,572 |
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 1,045 | ||
Realized gain (loss) on available for sale debt securities of the Joint Venture | (1,045) | ||
Balance | 3,252,228 | 3,285,447 | 1,132,487 |
Change associated with current period hedging, tax | 1,033 | 607 | 2,139 |
Available For Sale Debt Security [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | |||
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 1,045 | ||
Realized gain (loss) on available for sale debt securities of the Joint Venture | (1,045) | ||
Balance | |||
Foreign Currency Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (7,084) | (1,565) | 1,268 |
Change associated with foreign currency translation | 21,324 | (5,519) | (2,833) |
Reclassification into earnings | (110) | ||
Balance | 14,130 | (7,084) | (1,565) |
Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (288) | (1,691) | 1,268 |
Change associated with current period hedging | (3,823) | 981 | (1,671) |
Reclassification into earnings | 1,202 | (1,778) | |
Balance | (2,909) | (288) | (1,691) |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (7,372) | (3,256) | 2,536 |
Unrealized gain (loss) on available for sale debt securities of the Joint Venture | 1,045 | ||
Realized gain (loss) on available for sale debt securities of the Joint Venture | (1,045) | ||
Change associated with foreign currency translation | 21,324 | (5,519) | (2,833) |
Change associated with current period hedging | (3,823) | 981 | (1,671) |
Reclassification into earnings | 1,092 | (1,778) | |
Balance | $ 11,221 | (7,372) | (3,256) |
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2017-12 [Member] | Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | 490 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2017-12 [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | 490 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2018-02 [Member] | Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | 422 | ||
Balance | 422 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2018-02 [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ 422 | ||
Balance | $ 422 |