CHARLOTTE, N.C., Nov. 11, 2013 (GLOBE NEWSWIRE) -- Premier, Inc.
(Nasdaq:PINC) today reported financial results for the fiscal 2014 first
quarter ended September 30, 2013.
First-quarter highlights:
-
Net revenue increased 21.2% to $240.6 million from the first quarter
of fiscal 2013. On a pro forma basis, which reflects the impact of the
company's reorganization and initial public offering (IPO),* net revenue
increased 10.1% to $199.3 million.
-
Adjusted EBITDA* increased 31.3% to $124.3 million from the first
quarter of fiscal 2013. On a pro forma basis, Adjusted EBITDA increased
7.6% to $83.1 million.
-
Pro forma adjusted fully distributed net income* increased 5.0% to
$44.0 million, or $0.30 per share, from the first quarter of fiscal
2013.
-
Supply Chain Services business segment pro forma revenue increased
9.9% to $146.2 million and pro forma Adjusted EBITDA increased 4.2% to
$84.2 million, compared with the first quarter of fiscal 2013.
-
Performance Services business segment pro forma revenue increased
10.4% to $53.1 million and pro forma Adjusted EBITDA rose 36.1% to $16.3
million, compared with the first quarter of fiscal 2013.
-
Completed acquisition of contract management and data services company SYMMEDRx.
-
On October 1, 2013, the company completed its IPO, issuing 32.4
million Class A shares of common stock at $27.00 per share. The IPO
generated net proceeds of $821.7 million, of which $543.9 million was
distributed to the company's member owners and $277.8 million was
retained by the company for working capital and general corporate
purposes, including potential future acquisitions and development
activities.
* See "Use and Definition of Non-GAAP Measures" and related
reconciliation to GAAP financial measures below for important
information regarding non-GAAP financial measures. See "Reorganization
and Initial Public Offering" for important information regarding pro
forma results.
"Premier's mission is to improve the health of communities by
transforming care delivery in America," said Susan DeVore, Premier, Inc.
president and CEO. "This is a very real, long-term commitment. Our
recent initial public offering provides us with additional capital to
acquire, build and partner to develop the capabilities today that we
believe will allow us to grow and deliver tomorrow's solutions.
"Our performance in the first quarter of fiscal 2014, which was in line
with management expectations, and our outlook for the full fiscal year
as a whole, demonstrate the multiple avenues of potential growth
available to Premier as we expand both our capabilities and our member
and customer base," DeVore said.
"Recent member additions include leading health systems that have
indicated they will be working with Premier across our Supply Chain and
Performance Services segments as they seek holistic solutions to the
challenges they face," DeVore continued. "We believe our expanding suite
of solutions and enhanced technology platform have increased the
potential for Premier's future growth through the deepening and
broadening relationships with our member healthcare providers, as we
work together to address the formidable cost, efficiency, safety and
population management issues facing this nation's healthcare system."
Results of operations for the first quarter of fiscal 2014
|
Consolidated First-Quarter Financial Highlights | ACTUAL PHSI (1) | PRO FORMA (2) Premier, Inc. |
(in thousands, except per share data) (3) | Three Months Ended September 30, | Three Months Ended September 30, |
| 2013 | 2012 | % Change | 2013 | 2012 | % Change |
Net revenue: |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 187,458 |
$ 150,458 |
24.6% |
$ 146,195 |
$ 133,001 |
9.9% |
Performance Services Segment |
53,118 |
48,108 |
10.4% |
53,118 |
48,108 |
10.4% |
Total net revenue |
$ 240,576 |
$ 198,566 |
21.2% |
$ 199,313 |
$ 181,109 |
10.1% |
|
|
|
|
|
|
|
Adjusted EBITDA: |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 125,480 |
$ 98,267 |
27.7% |
$ 84,217 |
$ 80,810 |
4.2% |
Performance Services Segment |
16,329 |
12,000 |
36.1% |
16,329 |
12,000 |
36.1% |
Segment-adjusted EBITDA |
$ 141,809 |
$ 110,267 |
28.6% |
$ 100,546 |
$ 92,810 |
8.3% |
Corporate |
(17,475) |
(15,578) |
12.2% |
(17,475) |
(15,578) |
12.2% |
Total adjusted EBITDA |
$ 124,334 |
$ 94,689 |
31.3% |
$ 83,071 |
$ 77,232 |
7.6% |
|
|
|
|
|
|
|
Non-GAAP pro forma adjusted fully distributed net income |
|
|
|
$ 43,983 |
$ 41,882 |
5.0% |
Non-GAAP earnings per share on pro forma adjusted fully distributed net income - diluted |
|
$ 0.30 |
$ 0.29 |
5.0% |
Weighted average fully distributed shares outstanding - diluted |
|
|
145,009 |
144,983 |
|
|
(1) Premier Healthcare Solutions, Inc. and subsidiaries |
(2) Reflects the impact of the Company's reorganization and initial public offering |
(3) See attached schedules for reconciliation of first-quarter 2014
and 2013 reported GAAP results to Non-GAAP pro forma results |
On a pro forma basis, Premier generated net revenue of $199.3 million
for the first quarter of fiscal 2014, an increase of $18.2 million, or
10.1%, from $181.1 million reported for the same period last year. The
primary drivers of revenue growth were improved product revenue sales
within the Supply Chain Services segment and increased SaaS (software as
a service) informatics product subscriptions and advisory services
within the Performance Services segment.
On a pro forma basis, the company generated non-GAAP adjusted fully
distributed net income of $44.0 million, or $0.30 per diluted share, for
the first quarter of fiscal 2014, compared with $41.9 million, or $0.29
per diluted share, for the first quarter of fiscal 2013. Pro forma
Adjusted EBITDA was $83.1 million, an increase of 7.6% from first
quarter a year earlier. Adjusted fully distributed net income and pro
forma Adjusted EBITDA for the first quarter of fiscal 2014 add back
strategic and financial restructuring expenses of $1.8 million and
acquisition-related and stock-based compensation expenses of $0.5
million. Adjusted fully distributed net income and Adjusted EBITDA for
the year-earlier results add back $0.6 million in expenses related to
strategic and financial restructuring costs. Adjusted fully distributed
net income and Adjusted EBITDA for the first quarter of fiscal 2014
were positively impacted by revenue growth in both of the company's
business segments. This growth was partially offset by increases in
selling, general and administrative services related both to the
company's reorganization and to increased headcount and employee-related
expenses to support the growth of the company.
Cash provided by operating activities was $64.0 million in the first
quarter of fiscal 2014, compared to $57.3 million for the same quarter
last year. Operating cash flows increased primarily due to the increase
in net income, but were partially offset by an increase in receivables
and other current assets, as well as a decrease in accounts payable and
accrued expenses.
Capital expenditures were $12.3 million in the first quarter of fiscal
2014, unchanged from the prior year. Other investing activities in the
quarter primarily consisted of the $28.7 million acquisition of
SYMMEDRx, a business with a track record of analyzing and reducing costs
for health systems through the innovative use of data.
At September 30, 2013, the company's cash, cash equivalents and
marketable securities totaled $132.9 million, consisting of $75.4
million in cash and cash equivalents and $57.5 million in marketable
securities with maturities ranging from three to 12 months. The company
paid cash distributions to its limited partners in the first quarter of
$208.3 million, attributable to earnings through June 30, 2013. In
November 2013, the board approved an additional cash distribution of
$78.0 million, of which $11.8 million has already been paid and the
remainder will be paid later this month, to its limited partners
attributable to earnings for the first quarter ended September, 30,
2013, calculated in a consistent manner with the company's historical
semi-annual cash distributions provided to member owners prior to the
Reorganization and IPO. Total borrowings at September 30, 2013, which
include
notes payable and borrowings under the company's line of credit, were
$99.2 million. The company's outstanding balance on its revolving line
of credit was $60.0 million at September 30, 2013, which it repaid in
October.
On a GAAP basis, Premier generated net revenue of $240.6 million for
the quarter ended September 30, 2013, an increase of 21.2% from $198.6
million for the same period last year. The company generated net income
of $112.7 million, up 32.5% from $85.1 million for the 2013 first
quarter.
Segment results
Premier operates two business segments:
-
Supply Chain Services includes one of the largest healthcare group
purchasing organizations (GPO) in the United States, serving acute and
alternate sites. The segment also includes the company's specialty
pharmacy and direct sourcing activities.
-
Performance Services includes one of the nation's largest informatics
and advisory services businesses in the United States focused on
healthcare providers. The Performance Services segment includes the
company's SaaS informatics products, technology-enabled performance
improvement collaboratives, advisory services and insurance services.
|
Segment Results | Three Months Ended September 30, | Actual YoY | Pro forma YoY |
(in thousands) | 2013 | 2012 | 2013 | 2012 | % Change | % Change |
| PHSI | Pro forma - Premier, Inc. |
|
|
| | | | |
|
|
Net Revenue: |
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
Net administrative fees |
$ 143,576 |
$ 117,489 |
$ 102,313 |
$ 100,032 |
22.2% |
2.3% |
Other services and support |
134 |
39 |
134 |
39 |
243.6% |
243.6% |
Services |
143,710 |
117,528 |
102,447 |
100,071 |
22.3% |
2.4% |
Products |
43,748 |
32,930 |
43,748 |
32,930 |
32.9% |
32.9% |
Total Supply Chain Services |
187,458 |
150,458 |
146,195 |
133,001 |
24.6% |
9.9% |
Performance Services: |
|
|
|
|
|
|
Services |
53,118 |
48,108 |
53,118 |
48,108 |
10.4% |
10.4% |
Total | $ 240,576 | $ 198,566 | $ 199,313 | $ 181,109 |
21.2% |
10.1% |
| | | | |
|
|
Adjusted EBITDA: |
|
|
|
|
|
|
Supply Chain Services |
$ 125,480 |
$ 98,267 |
$ 84,217 |
$ 80,810 |
27.7% |
4.2% |
Performance Services |
16,329 |
12,000 |
16,329 |
12,000 |
36.1% |
36.1% |
Total segment Adjusted EBITDA |
141,809 |
110,267 |
100,546 |
92,810 |
28.6% |
8.3% |
Corporate |
(17,475) |
(15,578) |
(17,475) |
(15,578) |
12.2% |
12.2% |
Total | $ 124,334 | $ 94,689 | $ 83,071 | $ 77,232 |
31.3% |
7.6% |
|
Supply Chain Services
For the fiscal first quarter ended September 30, 2013, the Supply Chain
Services segment generated GAAP net revenue of $187.5 million, an
increase of $37.0 million, or 24.6% from $150.5 million in the prior
year. On a pro forma basis, Supply Chain Services segment revenue was
$146.2 million, an increase of $13.2 million, or 9.9%, from $133.0
million in the prior year. Revenue growth was driven by increased net
administrative fees in the GPO and further penetration of the direct
sourcing and specialty pharmacy businesses.
On a pro forma basis, Supply Chain Services Adjusted EBITDA of $84.2
million for the fiscal first quarter increased $3.4 million, or 4.2%,
from $80.8 million for the same period a year ago.
Performance Services
For the fiscal first quarter ended September 30, 2013, the Performance
Services segment generated GAAP net revenue of $53.1 million, an
increase of $5.0 million, or 10.4%, from $48.1 million for the same
quarter last year. The revenue growth is attributable primarily to new
SaaS informatics products subscriptions and an increase in revenue from
advisory services.
Performance Services Adjusted EBITDA was $16.3 million for the quarter,
compared to $12.0 million last year, an increase of 36.1%.
Outlook and guidance
Premier believes it is well-positioned to help its members successfully
address the cost, safety, efficiency and population health management
issues facing the healthcare industry over the next several years. The
company believes it enjoys a strong competitive position, a solid value
proposition based on its large, integrated technology platform, and a
long-standing collaborative relationship with major healthcare systems
across the United States.
The guidance below is based on the following key assumptions:
increasing use of Performance Services products and offerings, as well
as stable growth in the Supply Chain segment through the addition of
acute and alternate-site GPO members and deeper penetration of existing
members' supply spend. Based on these assumptions, year-to-date results
and the company's current outlook, Premier has established the following
financial guidance for the full fiscal year ending June 30, 2014:
Fiscal 2014 Financial Guidance |
|
|
Premier, Inc. introduces full-year fiscal 2014 financial guidance, as follows: |
|
|
(in millions, except per share data) |
FY 2014 |
Pro Forma Net Revenue: |
|
Supply Chain Services segment |
$614.0 - $631.0 |
Performance Services segment |
231.0 - 238.0 |
Total Pro Forma Net Revenue |
845.0 - 869.0 |
|
|
Non-GAAP pro forma adjusted EBITDA |
$335.0 - $355.0 |
|
|
Non-GAAP pro forma adjusted fully distributed EPS |
$1.20 - $1.29 |
The statements in
this "Outlook and Guidance" discussion are "forward-looking
statements." For additional information regarding the use and
limitations of such statements, see "Forward-Looking Statements" below.
Conference call
Premier management will host a conference call and live audio webcast
on Tuesday, November 12, 2013, at 8 a.m. ET, to discuss the company's
financial results. The conference call can be accessed through a link
provided on the investor relations page on Premier's website at
investors.premierinc.com. Those wishing to participate in the call may
do so by dialing 855.601.0048 (international callers should dial
702.495.1234) and providing the operator with conference ID number
93595004. Please call approximately 15 minutes before the start of the
call to ensure you are connected. A replay of the conference call will
be available beginning approximately two hours after the completion of
the conference call through November 26, 2013, by dialing 800.585.8367
(702.495.1234 for international callers), and using the conference ID
number above. The webcast will also be archived on the investor
relations page on Premier's website.
About Premier, Inc., Malcolm Baldrige National Quality Award recipient
Premier, Inc. (Nasdaq:PINC) is a leading healthcare improvement
company, uniting an alliance of more than 2,900 U.S. hospitals and
nearly 100,000 other providers to transform healthcare. With integrated
data and analytics, collaboratives, supply chain solutions, and advisory
and other services, Premier enables better care and outcomes at a lower
cost. Premier plays a critical role in the rapidly evolving healthcare
industry, collaborating with members to co-develop long-term innovations
that reinvent and improve the way care is delivered to patients
nationwide. Headquartered in Charlotte, N.C., Premier is passionate
about transforming American healthcare. Please visit Premier's news and
investor sites on
www.premierinc.com; as well as Twitter, Facebook, LinkedIn, YouTube, Instagram, Foursquare and Premier's blog for more information about the company.
Reorganization and initial public offering
On October 1, 2013, Premier completed its IPO by issuing 32,374,751
shares of its Class A common stock, at a price of $27.00 per share,
which included 4,222,793 shares sold pursuant to the option granted to
the underwriters by Premier, which was exercised in full prior to the
completion of the IPO, raising net proceeds of approximately $821.7
million, after underwriting discounts and commissions but before
expenses. In connection with the IPO, Premier completed the
reorganization of the company on October 1, 2013, issuing 112.6 million
shares of Class B common stock representing 77.7% of the common stock
outstanding, and corresponding Class B units in Premier Healthcare
Alliance, L.P. to its 181 member owners.
The company's historical consolidated operating results do not reflect
the reorganization, the IPO and contemplated use of net proceeds from
the IPO. Therefore, in addition to presenting the historical actual
results, the company presents and discusses pro forma results, which
reflect the impact of the company's reorganization and IPO and the
contemplated use of net proceeds from the IPO, to provide a more
comparable indication of future expectations.
The key pro forma adjustments include:
-
The reorganization, which included the formation of a C-Corporation
and the sale of 22.3% of the member's partnership interests to the
public through the issuance of approximately 32.4 million shares of
Premier Class A common stock, with the member owners retaining their
ownership interest in the form of 112.6 million shares of Premier Class B
common stock.
-
Payments to each member owner of revenue share from Premier equal to 30% of all gross administrative fees collected.
-
Payments due to member owners pursuant to the tax receivable agreement
equal to 85% of the amount of cash savings, if any, in income and
franchise taxes, that Premier realizes.
-
The further adjustments set forth in the notes to the pro forma financial statements provided below.
Further details of the reorganization and pro forma adjustments are in
the company's IPO prospectus, dated September 25, 2013, as filed with
the Securities and Exchange Commission (SEC), and in the company's Form
10-Q first-quarter report, to be filed with the SEC on or about November
12, 2013. The prospectus is accessible on the SEC's website at www.sec.gov and in the investor relations section of the company's website at investors.premierinc.com.
Use and definition of non-GAAP measures
Premier, Inc. uses Adjusted EBITDA, Segment Adjusted EBITDA and
adjusted fully distributed net income to facilitate a comparison of the
company's operating performance on a consistent basis from period to
period that, when viewed in combination with its results prepared in
accordance with GAAP, provides a more complete understanding of factors
and trends affecting the company's business than GAAP measures alone.
The company believes Adjusted EBITDA and Segment Adjusted EBITDA assist
its board of directors, management and investors in comparing the
company's operating performance on a consistent basis from period to
period because they remove the impact of the company's asset base
(primarily depreciation and amortization) and items outside the control
of management (taxes), as well as other non-cash (impairment of
intangible assets and purchase accounting adjustments) and non-recurring
items, from operations.
In addition, adjusted fully distributed net income eliminates the
variability of noncontrolling interest as a result of member owner
exchanges of Class B common stock and corresponding Class B units into
shares of Class A common stock (which exchanges are a member owner's
cumulative right, but not obligation, beginning on October 31, 2014, and
each year thereafter, and are limited to one-seventh of the member
owner's initial allocation of Class B common units). Adjusted fully
distributed net income is defined as net income attributable to PHSI (i)
excluding income tax expense, (ii) excluding the effect of
non-recurring and non-cash items, (iii) assuming the exchange of all the
Class B common units into shares of Class A common stock, which results
in the elimination of noncontrolling interest in Premier LP, and (iv)
reflecting an adjustment for income tax expense on pro forma fully
distributed net income before income taxes at the company's estimated
effective income tax rate.
EBITDA is defined as net income before interest and investment income,
net, income tax expense, depreciation and amortization and amortization
of purchased intangible assets. Adjusted EBITDA is defined as EBITDA
before merger and acquisition related expenses and non-recurring,
non-cash or non-operating items, and including equity in net income of
unconsolidated affiliates. Non-recurring items are expenses that have
not been incurred within the prior two years and are not expected to
recur within the next two years. Such expenses include certain strategic
and financial restructuring expenses. Non-operating items include gain
or loss on disposal of assets. Segment Adjusted EBITDA is defined as the
segment's net revenue less operating expenses directly attributable to
the segment, excluding depreciation and amortization, amortization of
purchased intangible assets, merger and acquisition
related expenses and non-recurring or non-cash items, and including
equity in net income of unconsolidated affiliates. Operating expenses
directly attributable to the segment include expenses associated with
sales and marketing, general and administrative and product development
activities specific to the operation of each segment. General and
administrative corporate expenses that are not specific to a particular
segment are not included in the calculation of Segment Adjusted EBITDA.
Adjusted EBITDA is a supplemental financial measure used by the company
and by external users of the company's financial statements.
Management considers Adjusted EBITDA an indicator of the operational
strength and performance of the company's business. Adjusted EBITDA
allows management to assess performance without regard to financing
methods and capital structure and without the impact of other matters
that management does not consider indicative of the operating
performance of the business. Segment Adjusted EBITDA is the primary
earnings measure used by management to evaluate the performance of the
company's business segments.
Forward-looking statements
Statements made in this release that are not statements of historical
or current facts, such as those under the heading "Outlook and
Guidance," are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements
of Premier to be materially different from historical results or from
any future results or projections expressed or implied by such
forward-looking statements. Accordingly, readers should not place undue
reliance on any forward looking statements. In addition to statements
that explicitly describe such risks and uncertainties, readers are urged
to consider statements in the conditional or future tenses or that
include terms such as "believes," "belief," "expects," "estimates,"
"intends," "anticipates" or "plans" to be uncertain and
forward-looking. Forward-looking statements may include comments as to
Premier's beliefs and expectations as to future events and trends
affecting its business and are necessarily subject to uncertainties,
many of which are outside Premier's control. More information on
potential factors that could affect Premier's financial results is
included from time to time in the "Forward Looking Statements," "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of Premier's periodic and
current filings with the SEC, as well as those discussed under the "Risk
Factors" and "Forward Looking Statements" section of Premier's IPO
Prospectus, dated September 25, 2013, filed with the SEC and available
on Premier's website at investors.premierinc.com. Forward looking
statements speak only
as of the date they are made. Premier undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise that occur after
that date.
(Tables follow)
Consolidated Statements of Income |
(Unaudited) |
(In thousands, except per share data) |
|
|
|
|
|
| Three Months Ended September 30, |
| 2013 | 2012 | 2013 | 2012 |
| PHSI | Pro forma - Premier, Inc. |
Net revenue: |
|
|
|
|
Net administrative fees |
$ 143,576 |
$ 117,489 |
$ 102,313 |
$ 100,032 (a) |
Other services and support |
53,252 |
48,147 |
53,252 |
48,147 |
Services |
196,828 |
165,636 |
155,565 |
148,179 |
Products |
43,748 |
32,930 |
43,748 |
32,930 |
|
240,576 |
198,566 |
199,313 |
181,109 |
Cost of revenue: |
|
|
|
|
Services |
27,488 |
24,080 |
27,488 |
24,080 |
Products |
40,038 |
30,152 |
40,038 |
30,152 |
|
67,526 |
54,232 |
67,526 |
54,232 |
Gross profit |
173,050 |
144,334 |
131,787 |
126,877 |
Operating expenses: |
|
|
|
|
Selling, general and administrative |
62,318 |
55,732 |
62,643 |
55,732 (b) |
Research and development |
852 |
3,638 |
852 |
3,638 |
Amortization of purchased intangible assets |
601 |
385 |
601 |
385 |
|
63,771 |
59,755 |
64,096 |
59,755 |
Operating income |
109,279 |
84,579 |
67,691 |
67,122 |
Equity in net income of unconsolidated affiliates |
4,114 |
2,781 |
4,114 |
2,781 |
Interest and investment income, net |
220 |
224 |
220 |
224 |
Gain on disposal of assets |
4 |
-- |
4 |
-- |
Other income, net |
4,338 |
3,005 |
4,338 |
3,005 |
Income before income taxes |
113,617 |
87,584 |
72,029 |
70,127 |
Income tax expense |
891 |
2,517 |
6,761 |
8,144 (b) (c) |
Net income | 112,726 | 85,067 | 65,268 | 61,983 |
Add: Net loss attributable to noncontrolling interest in S2S Global |
210 |
305 |
210 |
305 |
Less: Net income attributable to noncontrolling interest in Premier LP |
(113,214) |
(83,116) |
(51,030) |
(48,398) (d) |
Net income attributable to noncontrolling interest |
(113,004) |
(82,811) |
(50,820) |
(48,093) |
Net (loss) income attributable to PHSI/Premier, Inc. shareholders | $ (278) | $ 2,256 | $ 14,448 | $ 13,890 |
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
Basic |
5,627 |
6,090 |
32,375 |
32,375 |
Diluted |
5,627 |
6,090 |
32,401 |
32,375 |
(Loss) earnings per share attributable to PHSI/Premier, Inc.: |
|
|
|
|
Basic |
$ (0.05) |
$ 0.37 |
$ 0.45 |
$ 0.43 |
Diluted |
$ (0.05) |
$ 0.37 |
$ 0.45 |
$ 0.43 |
|
(a)
- Reflects the payment of revenue share to each member owner equal to
30% of all gross administrative fees collected, resulting in a decrease
in net administrative fees revenue of $41.3 million and $17.5 million,
respectively. |
(b) - Reflects stock compensation expense of $325 with an associated income tax benefit of $127. |
(c)
- Reflects income taxes on additional allocable share of taxable income
at an estimated effective income tax rate of 39%, resulting in
additional income taxes of $6.0 million and $5.6 million, respectively. |
(d) - Reflects a reduction in the noncontrolling interest attributable to the limited partners from 99% to
approximately 78%, and the impact of adjustments (a) and (b), resulting in a decrease in noncontrolling interests of $62.2 million and $34.7 million, respectively. |
|
Premier Healthcare Solutions, Inc. |
Consolidated Balance Sheets |
(In thousands, except share data) |
|
|
|
| September 30, 2013 | June 30, 2013 |
|
(Unaudited) |
|
Assets |
|
|
Cash and cash equivalents |
$ 75,351 |
$ 198,296 |
Marketable securities |
57,500 |
57,323 |
Accounts receivable |
61,968 |
62,162 |
Inventories |
13,029 |
12,741 |
Prepaid expenses and other current assets |
34,576 |
25,466 |
Due from related party |
788 |
1,650 |
Deferred tax assets |
7,691 |
8,403 |
Total current assets |
250,903 |
366,041 |
Investments |
10,773 |
6,676 |
Property and equipment |
119,538 |
115,587 |
Restricted cash |
5,000 |
5,000 |
Deferred tax assets |
13,328 |
15,077 |
Goodwill |
84,626 |
61,410 |
Intangible assets |
9,262 |
4,292 |
Other assets |
28,410 |
24,833 |
Total assets |
$ 521,840 |
$ 598,916 |
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' equity |
|
|
Accounts payable |
$ 16,899 |
$ 21,788 |
Accrued expenses |
25,486 |
28,883 |
Revenue share obligations |
5,085 |
10,532 |
Accrued compensation and benefits |
22,374 |
51,359 |
Deferred revenue |
17,492 |
18,880 |
Current portion of notes payable |
7,438 |
4,441 |
Current portion of line of credit |
60,000 |
7,708 |
Other current liabilities |
2,402 |
1,557 |
Total current liabilities |
157,176 |
145,148 |
Notes payable, less current portion |
20,293 |
22,468 |
Lines of credit, less current portion |
11,508 |
-- |
Deferred compensation plan obligations |
27,653 |
24,081 |
Deferred rent |
15,841 |
15,779 |
Other long-term liabilities |
5,387 |
6,037 |
Total liabilities |
237,858 |
213,513 |
|
|
|
Redeemable limited partners' capital |
207,066 |
307,635 |
Stockholders' equity: |
|
|
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding |
-- |
-- |
Common stock, par value $0.01, 12,250,000 shares authorized;
5,626,784 and 5,653,390 shares issued and outstanding at September 30,
2013 and June 30, 2013, respectively |
56 |
57 |
Additional paid-in-capital |
28,503 |
28,866 |
Common stock subscribed, 0 and 23,266 shares at September 30, 2013 and June 30, 2013, respectively |
-- |
300 |
Subscriptions receivable |
-- |
(300) |
Retained earnings |
50,321 |
50,599 |
Noncontrolling interest |
(1,964) |
(1,754) |
Total stockholders' equity |
76,916 |
77,768 |
Total liabilities, redeemable limited partners' capital and stockholders' equity |
$ 521,840 |
$ 598,916 |
|
|
Premier, Inc. |
Pro Forma Consolidated Balance Sheet |
September 30, 2013 |
(In thousands, except share data) |
|
|
|
|
|
| Pro Forma | Premier, Inc. |
| PHSI Actual | Adjustments | Pro Forma |
|
|
|
|
Assets |
|
|
|
Cash and cash equivalents |
$ 75,351 |
$ 277,814 |
$ 353,165 (a) |
Marketable securities |
57,500 |
-- |
57,500 |
Accounts receivable |
61,968 |
-- |
61,968 |
Inventories |
13,029 |
-- |
13,029 |
Prepaid expenses and other current assets |
34,576 |
(5,428) |
29,148 (b) (g) |
Due from related party |
788 |
-- |
788 |
Deferred tax assets |
7,691 |
-- |
7,691 |
Total current assets |
250,903 |
272,386 |
523,289 |
Investments |
10,773 |
-- |
10,773 |
Property and equipment |
119,538 |
-- |
119,538 |
Restricted cash |
5,000 |
-- |
5,000 |
Deferred tax assets |
13,328 |
294,823 |
308,151 (c) |
Goodwill |
84,626 |
-- |
84,626 |
Intangible assets |
9,262 |
-- |
9,262 |
Other assets |
28,410 |
-- |
28,410 |
Total assets |
$ 521,840 |
$ 567,209 |
$ 1,089,049 |
|
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' equity |
|
|
|
Accounts payable |
$ 16,899 |
$ -- |
$ 16,899 |
Accrued expenses |
25,486 |
-- |
25,486 |
Revenue share obligations |
5,085 |
-- |
5,085 |
Accrued compensation and benefits |
22,374 |
-- |
22,374 |
Deferred revenue |
17,492 |
-- |
17,492 |
Current portion of notes payable |
7,438 |
-- |
7,438 |
Current portion of line of credit |
60,000 |
-- |
60,000 |
Payable pursuant to tax receivable agreement |
-- |
10,142 |
10,142 (c) |
Income tax payable |
-- |
8,425 |
8,425 (d) |
Other current liabilities |
2,402 |
-- |
2,402 |
Total current liabilities |
157,176 |
18,567 |
175,743 |
Notes payable, less current portion |
20,293 |
-- |
20,293 |
Lines of credit, less current portion |
11,508 |
-- |
11,508 |
Deferred compensation plan obligations |
27,653 |
-- |
27,653 |
Deferred rent |
15,841 |
-- |
15,841 |
Payable pursuant to tax receivable agreement, less current portion |
-- |
194,651 |
194,651 (c) |
Other long-term liabilities |
5,387 |
-- |
5,387 |
Total liabilities |
237,858 |
213,218 |
451,076 |
|
|
|
|
Redeemable limited partners' capital |
207,066 |
212,595 |
419,661 (e) |
Stockholders' equity: |
|
|
|
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding |
-- |
-- |
-- |
Common stock, par value $0.01, 12,250,000 shares authorized;
5,626,784 and 5,653,390 shares issued and outstanding at September 30,
2013 and June 30, 2013, respectively |
56 |
(56) |
-- (f) |
Class A common stock, par value $0.01, 500,000,000 shares
authorized; 32,374,751 shares issued and outstanding on a pro forma
basis |
-- |
324 |
324 (f) |
Class B common stock, par value $0.000001, 600,000,000 shares
authorized; 112,607,832 shares issued and outstanding on a pro forma
basis |
-- |
-- |
-- (f) |
Additional paid-in-capital |
28,503 |
149,748 |
178,251 (h) |
Retained earnings |
50,321 |
(8,623) |
41,698 (d) (g) |
Noncontrolling interest |
(1,964) |
-- |
(1,964) |
Accumulated other comprehensive income |
-- |
3 |
3 (e) |
Total stockholders' equity |
76,916 |
141,396 |
218,312 |
Total liabilities, redeemable limited partners' capital and stockholders' equity |
$ 521,840 |
$ 567,209 |
$ 1,089,049 |
|
|
|
|
(a)
- Reflects the effect of the receipt of net IPO proceeds of $821.7
million, less the purchase of units from the member owners of $543.9
million. |
(b) - Reflects the
reduction of prepaid expenses related to the IPO, with an offset to the
IPO proceeds in additional paid-in capital. |
(c)
- Reflects the effect of the adjustments to the tax basis of the assets
of Premier LP and the tax receivable agreement with the member owners. |
(d) - Reflects $8.4 million of taxes payable as a result of the purchase of Class B common units of Premier LP from PHSI. |
(e)
- Reflects the increase in the noncontrolling
interest held by the limited Partners in Premier LP as a result of the
IPO, less the reduction in the noncontrolling interest attributable to
the limited partners from 99% to approximately 78%. |
(f)
- Reflects the exchange of the existing PHSI shares of common stock,
common stock subscribed and related subscriptions receivable for Class B
common units of Premier LP, the issuance of Class B common stock in
connection with the Reorganization and the issuance of Class A common
stock in connection with the IPO. |
(g) - Reflects adjustments related to stock-based compensation. |
(h) - Reflects the adjustments to additional paid-in capital in (a), (b), (c), (e), (f) and (g) above. |
|
Premier Healthcare Solutions, Inc. |
Consolidated Statements of Cash Flows |
(Unaudited) |
(In thousands) |
|
|
|
| Three Months Ended September 30, |
| 2013 | 2012 |
|
|
|
Operating activities |
|
|
Net income |
$ 112,726 |
$ 85,067 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
8,957 |
6,775 |
Equity in net income of unconsolidated affiliates |
(4,114) |
(2,781) |
Deferred taxes |
2,461 |
1,059 |
Amortization of discounts on investments, net |
26 |
5 |
Gain on disposal of assets |
(4) |
-- |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, inventories, prepaid expenses and other current assets |
(11,277) |
(1,481) |
Other assets |
(10) |
(3,480) |
Accounts payable, accrued expenses and other current liabilities |
(44,205) |
(33,208) |
Long-term liabilities |
(590) |
5,380 |
Net cash provided by operating activities | 63,970 | 57,336 |
Investing activities |
|
|
Purchase of marketable securities |
(19,151) |
(6,522) |
Proceeds from sale of marketable securities |
18,974 |
46,977 |
Acquisition of SYMMEDRx, net of cash acquired |
(28,740) |
-- |
Distributions received on equity investment |
-- |
3,235 |
Purchases of property and equipment |
(12,299) |
(12,255) |
Net cash (used in) provided by investing activities |
(41,216) |
31,435 |
Financing activities |
|
|
Payments made on notes payable |
(1,475) |
(2,200) |
Proceeds from lines of credit |
63,800 |
2,070 |
Proceeds from issuance of common stock |
300 |
-- |
Distributions to limited partners of Premier LP |
(208,324) |
(182,613) |
Net cash used in financing activities | (145,699) | (182,743) |
Net decrease in cash and cash equivalents |
(122,945) |
(93,972) |
Cash and cash equivalents at beginning of year |
198,296 |
140,822 |
Cash and cash equivalents at end of period | $ 75,351 | $ 46,850 |
|
|
|
Supplemental schedule of noncash investing and financing activities: |
|
|
Issuance of limited partnership interest for notes receivable |
$ 7,860 |
$ 2,120 |
Payable to member owners incurred upon repurchase of ownership interest |
$ 1,652 |
$ 2,315 |
Reduction in redeemable limited partners' capital to reduce outstanding receivable |
$ 28,009 |
$ 101 |
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners |
$ 6,186 |
$ 3,677 |
|
|
Supplemental Financial Information |
(Unaudited) |
(In thousands) |
| | | | |
Reconciliation of Adjusted EBITDA to Net Income and Operating Income: |
| | | | |
| Three Months Ended September 30, |
| 2013 | 2012 | 2013 | 2012 |
| PHSI | Pro forma - Premier, Inc. |
| | | | |
Net income |
$ 112,726 |
$ 85,067 |
$ 65,268 |
$ 61,983 |
Interest and investment income, net |
(220) |
(224) |
(220) |
(224) |
Income tax expense |
891 |
2,517 |
6,761 |
8,144 |
Depreciation and amortization |
8,356 |
6,390 |
8,356 |
6,390 |
Amortization of purchased intangible assets |
601 |
385 |
601 |
385 |
EBITDA |
122,354 |
94,135 |
80,766 |
76,678 |
Stock-based compensation |
-- |
-- |
325 |
-- |
Acquisition related expenses |
142 |
-- |
142 |
-- |
Strategic and financial restructuring expenses |
1,842 |
554 |
1,842 |
554 |
Gain on disposal of assets |
(4) |
-- |
(4) |
-- |
Adjusted EBITDA |
$ 124,334 |
$ 94,689 |
$ 83,071 |
$ 77,232 |
|
|
|
|
|
Adjusted EBITDA |
$ 124,334 |
$ 94,689 |
$ 83,071 |
$ 77,232 |
Depreciation and amortization |
(8,356) |
(6,390) |
(8,356) |
(6,390) |
Amortization of purchased intangible assets |
(601) |
(385) |
(601) |
(385) |
Stock-based compensation |
-- |
-- |
(325) |
-- |
Acquisition related expenses |
(142) |
-- |
(142) |
-- |
Strategic and financial restructuring expenses |
(1,842) |
(554) |
(1,842) |
(554) |
Equity in net income of unconsolidated affiliates |
(4,114) |
(2,781) |
(4,114) |
(2,781) |
|
109,279 |
84,579 |
67,691 |
67,122 |
Stock-based compensation in Premier, Inc. |
-- |
-- |
325 |
-- |
Pro forma adjustment for revenue share post-IPO |
-- |
-- |
41,263 |
17,457 |
Operating income | $ 109,279 | $ 84,579 | $ 109,279 | $ 84,579 |
|
Supplemental Financial Information |
(Unaudited) |
(In thousands) |
| | |
Reconciliation of Non-GAAP Pro Forma Adjusted Fully Distributed Net Income: |
|
|
|
| Three Months Ended September 30, |
| 2013 | 2012 |
| Pro forma - Premier, Inc. |
Pro Forma Adjusted Fully Distributed Net Income: | | |
Net income attributable to Premier, Inc. shareholders |
$ 14,448 |
$ 13,890 |
Income tax expense |
6,761 |
8,144 |
Stock-based compensation |
325 |
-- |
Acquisition related expenses |
142 |
-- |
Strategic and financial restructuring expenses |
1,842 |
554 |
Net income attributable to noncontrolling interest in Premier LP |
51,030 |
48,398 |
Pro forma adjusted fully distributed income before income taxes |
74,548 |
70,986 |
Income tax expense on fully distributed income before income taxes |
30,565 |
29,104 |
Pro forma adjusted fully distributed net income | $ 43,983 | $ 41,882 |
|
|
|
Weighted average fully distributed shares outstanding: |
|
|
Basic |
144,983 |
144,983 |
Diluted |
145,009 |
144,983 |
|
|
|
Non-GAAP earnings per share on pro forma adjusted fully distributed net income: |
|
Basic |
$ 0.30 |
$ 0.29 |
Diluted |
$ 0.30 |
$ 0.29 |
CONTACT: For information contact:
Jim Storey
Vice President, Investor Relations
704.816.5958
jim_storey@premierinc.com
Alven Weil
Director, PR and Communications
704.816.5797
alven_weil@premierinc.com