CHARLOTTE, N.C., Aug. 25, 2014 (GLOBE NEWSWIRE) -- Premier, Inc.
(Nasdaq:PINC) today reported financial results for the fiscal 2014
fourth quarter and full year ended June 30, 2014.
Fiscal-Year Highlights:
Pro forma results reflect the impact of the company's reorganization and initial public offering (IPO)*.
-
On a pro forma basis, net revenue of $869.3 million increased 14% from
the prior year - Supply Chain Services segment revenue rose 14% and
Performance Services segment revenue increased 13%. GAAP net revenue* of
$910.5 million increased 5% from GAAP net revenue for the prior year.
-
On a pro forma basis, adjusted EBITDA of $351.0 million increased 12%
from the prior year - Supply Chain Services segment pro forma adjusted
EBITDA increased 9% and Performance Services segment pro forma adjusted
EBITDA rose 31%.
-
On a pro forma basis, adjusted fully distributed net income increased
9% to $188.6 million, or $1.30 per diluted share from a year ago. GAAP
net income* attributable to shareholders was $28.3 million.
-
For the fiscal year ended June 30, 2014, the company generated cash
flow from operations of $368.1 million. At June 30, 2014, the company's
cash, cash equivalents and short- and long-term marketable securities
totaled $540.4 million, compared with $255.6 million at June 30, 2013.
Fourth-Quarter Highlights:
Pro forma results reflect the impact of the company's reorganization and IPO*.
-
Net revenue of $235.5 million increased 17% from pro forma net revenue
for the same period a year ago - Supply Chain Services segment revenue
rose 18% and Performance Services segment revenue increased 15%. GAAP
net revenue* for the same period a year ago was $240.6 million.
-
Adjusted EBITDA of $93.2 million increased 19% from pro forma adjusted
EBITDA for the same period a year ago - Supply Chain Services segment
adjusted EBITDA increased 15% and Performance Services segment adjusted
EBITDA rose 36%.
-
Adjusted fully distributed net income increased 18% to $49.9 million,
or $0.34 per diluted share from pro forma results for the same period a
year ago. GAAP net income* attributable to shareholders was $8.9
million.
* Actual results prior to the company's reorganization and IPO
consummated on October 1, 2013, do not reflect the impact of the
reorganization and IPO, and therefore, management believes they do not
provide meaningful year-over-year comparisons. A description of adjusted
EBITDA and other non-GAAP financial measures is provided in "Use and
Definition of Non-GAAP Measures," and reconciliations are provided in
the tables at the end of this release. See "Reorganization and Initial
Public Offering" for important information regarding pro forma results.
Acquisition Activity
-
In fiscal 2014, Premier acquired three companies for a total of $42.6
million in cash as part of its strategy to enhance existing capabilities
and better serve its members: SYMMEDRx, LLC, a physician preference
contract management and data service company; Meddius, LLC, a data
acquisition and integration-as-a-service company; and MEMdata, LLC, a
capital equipment planning, sourcing and analytics company. All have
been integrated into Premier's Performance Services segment.
-
On August 5, 2014, Premier announced an agreement to acquire TheraDoc,
Inc., a market leading provider of clinical surveillance software, for
$117.0 million in cash, subject to potential purchase price adjustment
based on TheraDoc's working capital, cash and indebtedness at closing.
The acquisition is subject to customary closing conditions.
-
On August 25, 2014, Premier signed a definitive agreement to acquire
Aperek, Inc. (formerly Mediclick), a SaaS-based (software as a service)
supply chain solutions company focused on purchasing workflow and
analytics, for $48.5 million, subject to potential purchase price
adjustment based on Aperek's working capital at time of closing. The
acquisition is subject to customary closing conditions.
"We are pleased to report a very strong finish to our successful first
year as a public company," said Susan DeVore, president and chief
executive officer. "Financially and operationally, we performed
extremely well, delivering double-digit percentage gains in revenue and
adjusted EBITDA as we added, renewed and expanded member relationships
through innovative product and service offerings.
"Our strong fourth-quarter and fiscal-year financial performance
demonstrates the exceptional service and value we provide to our
approximately 3,000 member hospitals and 110,000 alternate site
providers," DeVore continued. "We believe this solid performance speaks
to our leadership role in developing measurable cost, quality, safety
and population health management solutions necessary to transform
delivery of healthcare in America.
"Looking ahead, we expect to further leverage our market-leading data
analytics platform, aligned delivery channel and collaborative member
relationships in our ongoing commitment to deliver effective solutions
to the marketplace and drive long-term performance for our
shareholders," DeVore added. "A key element supporting this strategy is
our capital deployment plan, which includes acquisitions that complement
and enhance our existing capabilities. Our acquisition strategy is on
track, evidenced by the three companies acquired in fiscal 2014, our
agreement earlier this month to acquire TheraDoc, a market leading
provider of clinical surveillance software, and the execution today of
an agreement to acquire Aperek, which focuses on supply chain workflow
analytics. Our pipeline of potential new opportunities remains active.
We plan to continue deploying capital during fiscal 2015 in a
disciplined manner, focusing on attractive areas that align with our
business objectives."
Results of Operations for the Fourth Quarter of Fiscal 2014 |
Consolidated Fourth-Quarter Financial Highlights |
| Three Months Ended June 30, |
(in thousands, except per share data) | 2014 | 2013 | % Change |
| Actual | Pro Forma(a) | |
Net revenue: |
|
|
|
Supply Chain Services Segment |
$ 172,822 |
$ 146,363 |
18% |
Performance Services Segment |
62,644 |
54,575 |
15% |
Total net revenue |
$ 235,466 |
$ 200,938 |
17% |
|
|
|
|
Adjusted EBITDA (b) |
|
|
|
Supply Chain Services Segment |
$ 94,394 |
$ 82,220 |
15% |
Performance Services Segment |
19,531 |
14,401 |
36% |
Segment adjusted EBITDA |
$ 113,925 |
$ 96,621 |
18% |
Corporate |
(20,681) |
(18,492) |
12% |
Total adjusted EBITDA |
$ 93,244 |
$ 78,129 |
19% |
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
$ 49,932 |
$ 42,157 |
18% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted (b) |
$ 0.34 |
$ 0.29 |
18% |
Weighted average fully distributed shares outstanding - diluted |
145,080 |
144,983 |
|
|
(a)
Reflects the impact of the Company's Reorganization on the Supply Chain
Services segment as a result of the 30% revenue share to owner members
after the Reorganization. The impact of the pro forma adjustment on both
Supply Chain Services net revenue and segment adjusted EBITDA was $39.7
million for the three months ended June 30, 2013. Pro forma adjustments
do not impact the financial results of the Company's Performance
Services segment. |
(b) See attached supplemental financial information for reconciliation of reported GAAP results to Non-GAAP results. |
For the three months ended June 30, 2014, Premier generated net revenue
of $235.5 million, an increase of approximately $34.5 million, or 17%,
from pro forma net revenue of $200.9 million for the same period a year
ago. The revenue growth was driven primarily by continued increases in
direct sourcing and specialty pharmacy product sales and net
administrative fee growth associated with strong group purchasing
organization (GPO) volume in the Supply Chain Services segment, and by
sales of SaaS informatics products, advisory services engagements and
performance improvement collaboratives in the Performance Services
segment.
Adjusted EBITDA for the fiscal fourth quarter totaled $93.2 million, an
increase of $15.1 million, or 19%, from pro forma adjusted EBITDA of
$78.1 million for the same period last year. Fiscal 2014 fourth-quarter
adjusted EBITDA was fueled by revenue growth in both of the company's
business segments.
Adjusted fully distributed net income for the fourth quarter of fiscal
2014 rose to $49.9 million, or $0.34 per fully diluted share, from pro
forma adjusted fully distributed net income of $42.2 million, or $0.29
per fully diluted share, for the same period a year ago. Non-GAAP pro
forma adjusted fully distributed earnings per share represents net
income, adjusted for non-recurring and non-cash items, attributable to
all shareholders as if all Class B shareholders have converted to Class A
shareholders, and reflects income taxes at an estimated effective rate
of approximately 40% on 100% of pretax income.
On a GAAP basis, net revenue was $235.5 million for the quarter ended
June 30, 2014, compared with $240.6 million for the same period last
year. Net income for the quarter totaled $66.6 million, compared with
$103.5 million for the same quarter a year ago, and net income
attributable to shareholders was $8.9 million, compared with a loss of
$0.8 million for the same period a year ago. On a fully diluted
per-share basis, the company reported net income of $15.09, compared
with a net loss of $0.14 a year ago. The GAAP per share net income
amount includes a non-cash positive adjustment of $482.5 million to GAAP
net income attributable to shareholders to reflect redeemable limited
partners' capital at the appropriate redemption amount at the end of the
period as a result of the benefit obtained by limited partners through
the ownership of Class B common units. (See income statement in
the tables section of this press release.) Note: Comparisons of GAAP
results are impacted by the changes associated with the reorganization
and IPO, as described below, and therefore, management believes they do
not provide meaningful year-over-year comparisons.
Segment Results
Premier approaches the market with an integrated sales and field force
and holistic, programmatic solutions based on what it believes is one of
the largest data analytics platforms serving the industry. Financially,
the company's operations are divided into two business segments:
-
Supply Chain Services includes one of the largest healthcare GPOs 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 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 June 30, | Three Months Ended June 30, |
(in thousands) | 2014 | 2013 | % Change | 2014 | 2013 | % Change |
| Actual | Actual | | Actual | Pro Forma(a) | |
Net Revenue: |
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
Net administrative fees |
$ 111,044 |
$ 146,765 |
-24% |
$ 111,044 |
$ 107,102 |
4% |
Other services and support |
274 |
125 |
119% |
274 |
125 |
119% |
Services |
111,318 |
146,890 |
-24% |
111,318 |
107,227 |
4% |
Products |
61,504 |
39,136 |
57% |
61,504 |
39,136 |
57% |
Total Supply Chain Services |
172,822 |
186,026 |
-7% |
172,822 |
146,363 |
18% |
Performance Services: |
|
|
|
|
|
|
Services |
62,644 |
54,575 |
15% |
62,644 |
54,575 |
15% |
Total | $ 235,466 | $ 240,601 |
-2% | $ 235,466 | $ 200,938 |
17% |
| | |
| | |
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services |
$ 94,394 |
$ 121,883 |
-23% |
$ 94,394 |
$ 82,220 |
15% |
Performance Services |
19,531 |
14,401 |
36% |
19,531 |
14,401 |
36% |
Total segment adjusted EBITDA |
113,925 |
136,284 |
-16% |
113,925 |
96,621 |
18% |
Corporate |
(20,681) |
(18,492) |
12% |
(20,681) |
(18,492) |
12% |
Total | $ 93,244 | $ 117,792 |
-21% | $ 93,244 | $ 78,129 |
19% |
|
(a)
Reflects the impact of the Company's Reorganization on the Supply Chain
Services segment as a result of the 30% revenue share to owner members
after the Reorganization. The impact of the pro forma adjustment on both
Supply Chain Services net revenue and segment adjusted EBITDA was $39.7
million for the three months ended June 30, 2013. Pro forma adjustments
do not impact the financial results of the Company's Performance
Services segment. |
(b) See attached supplemental financial information for reconciliation of reported GAAP results to Non-GAAP results. |
Supply Chain Services
For the fiscal fourth quarter ended June 30, 2014, the Supply Chain
Services segment generated net revenue of $172.8 million, an increase of
approximately $26.5 million, or 18%, from pro forma net revenue of
$146.4 million a year ago. Revenue growth was driven by product
revenues, which rose $22.4 million, or 57%, to $61.5 million, primarily
due to increased direct sourcing and specialty pharmacy revenues. GPO
net administrative fee revenues of $111.0 million increased $3.9
million, or 4%, from pro forma results a year ago, reflecting newer
members moving through the conversion cycle to the company's contract
portfolio, as well as growth from existing acute and alternate-site GPO
members.
Supply Chain Services segment adjusted EBITDA of $94.4 million for the
fiscal 2014 fourth quarter increased $12.2 million, or 15%, from pro
forma segment adjusted EBITDA of $82.2 million for the same period a
year ago. The increase largely reflects growth in net administrative fee
revenue, as well as growth in the company's direct sourcing activities,
and effective management of operating expenses.
Supply Chain Services segment net revenue of $172.8 million for the
fiscal 2014 fourth quarter compares with segment GAAP net revenue of
$186.0 million for the same period a year ago. Segment adjusted EBITDA
of $94.4 million compares with $121.9 million for the same period a year
ago. Note: the declines from the year-ago period are a function of
the changes described with the pro forma results as a result of the
company's reorganization and IPO, and management believes they do not
provide meaningful year-over-year comparisons.
Performance Services
For the fiscal fourth quarter ended June 30, 2014, the Performance
Services segment generated net revenue of $62.6 million, an increase of
$8.1 million, or 15%, from $54.6 million for the same quarter last year.
Revenue growth is attributable primarily to new SaaS informatics
product subscriptions and increased revenue from advisory services and
performance improvement collaboratives, including contributions related
to the company's acquisitions during the fiscal year of SYMMEDRx,
Meddius and MEMdata, which have been integrated into Performance
Services segment operations.
Performance Services segment adjusted EBITDA was $19.5 million for the
fiscal 2014 fourth quarter, an increase of $5.1 million, or 36%, from
$14.4 million for the same quarter last year. The increase in adjusted
EBITDA reflects the same factors that contributed to revenue growth. Note: Pro forma results do not impact the financial results for the company's Performance Services segment.
Results of Operations for the Fiscal Year Ended June 30, 2014 |
Consolidated Full Year Financial Highlights |
| Year Ended June 30, | Year Ended June 30, |
(in thousands, except per share data) | 2014 | 2013 | % Change | 2014 | 2013 | % Change |
| Actual | Pro Forma(a) |
Net revenue: |
|
|
|
|
|
|
Supply Chain Services Segment |
|
|
|
|
|
|
Net administrative fees |
$ 464,837 |
$ 519,219 |
-10% |
$ 423,574 |
$ 414,207 |
2% |
Other services and support |
$ 778 |
$ 471 |
65% |
$ 778 |
$ 471 |
65% |
Services |
$ 465,615 |
$ 519,690 |
-10% |
$ 424,352 |
$ 414,678 |
2% |
Products |
$ 212,526 |
$ 144,386 |
47% |
$ 212,526 |
$ 144,386 |
47% |
Total Supply Chain Services |
$ 678,141 |
$ 664,076 |
2% |
$ 636,878 |
$ 559,064 |
14% |
Performance Services Segment |
232,408 |
205,214 |
13% |
232,408 |
205,214 |
13% |
Total net revenue |
$ 910,549 |
$ 869,290 |
5% |
$ 869,286 |
$ 764,278 |
14% |
|
|
|
|
|
|
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 396,470 |
$ 431,628 |
-8% |
$ 355,207 |
$ 326,616 |
9% |
Performance Services Segment |
73,898 |
56,456 |
31% |
73,898 |
56,456 |
31% |
Segment adjusted EBITDA |
$ 470,368 |
$ 488,084 |
-4% |
$ 429,105 |
$ 383,072 |
12% |
Corporate |
(78,080) |
(69,059) |
13% |
(78,080) |
(69,059) |
13% |
Total adjusted EBITDA |
$ 392,288 |
$ 419,025 |
-6% |
$ 351,025 |
$ 314,013 |
12% |
|
|
|
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
|
|
|
$ 188,561 |
$ 172,793 |
9% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted (b) |
|
|
|
$ 1.30 |
$ 1.19 |
9% |
Weighted average fully distributed shares outstanding - diluted |
|
|
|
145,083 |
144,983 |
|
|
(a) Reflects
the impact of the Company's Reorganization on the Supply Chain Services
segment as a result of the 30% revenue share to owner members after the
Reorganization. The impact of the pro forma adjustment on both Supply
Chain Services net revenue and segment adjusted EBITDA was $41.3 million
for the year ended June 30, 2014 and $105.0 million for the year ended
June 30, 2013. Pro forma adjustments do not impact the financial results
of the Company's Performance Services segment. |
(b) See attached supplemental financial information for reconciliation of reported GAAP results to Non-GAAP results. |
On a pro forma basis, Premier generated net revenue of $869.3 million
for the fiscal year ended June 30, 2014, a 14% increase from net revenue
of $764.3 million for the prior year. The increase was driven by 14%
growth in Supply Chain Services segment revenue and a 13% increase in
Performance Services segment revenue. Supply Chain Services segment
revenue reflects a 2% rise in net administrative fees revenue from a
year ago, primarily due to continued growth of purchasing volume from
newer and existing acute and alternate-site members. Product revenue
increased 47%, driven by ongoing expansion of the company's direct
sourcing and specialty pharmacy businesses. In the Performance Services
segment, the year-over-year revenue increase of 13% was primarily due to
growth in revenue from SaaS-based product sales, revenue increases
generated by advisory services and performance improvement
collaboratives, and new revenue streams generated by PremierConnect
Enterprise engagements.
Fiscal-year pro forma adjusted EBITDA totaled $351.0 million, up 12%
when compared with $314.0 million a year ago. Pro forma Segment adjusted
EBITDA for the Supply Chain Services segment increased 9% from a year
ago, primarily a result of growth in net administrative fees revenue and
product revenue, as well as effective management of operating expenses.
Adjusted EBITDA for the Performance Services segment rose 31% from the
same period last year, due to revenue growth.
Pro forma adjusted EBITDA for fiscal 2014 excludes the $38.4 million
gain on the sale of the company's interest in Global Healthcare
Exchange, LLC (GHX), $19.5 million in expenses associated with
stock-based compensation, a $6.2 million non-cash adjustment related to
the company's tax receivable agreement liability, $3.8 million in
strategic and financial restructuring expenses related to the company's
reorganization and IPO, and $2.0 million in acquisition related
expenses. Pro forma adjusted EBITDA for the prior year results excludes
$5.2 million in expenses related to strategic and financial
restructuring costs and $0.8 million in other expenses. (See specific reconciliation items in the tables section of this press release.)
Pro forma adjusted fully distributed net income for fiscal 2014 totaled
$188.6 million, or $1.30 per diluted share, compared with $172.8
million, or $1.19 per diluted share, for the prior year.
On a GAAP basis, the company generated net revenue of $910.5 million
for the fiscal year ended June 30, 2014, compared with $869.3 million
for the prior year. Adjusted EBITDA was $392.3 million, compared with
$419.0 million the prior year. Supply Chain Services segment revenue
increased 2% from a year ago and Supply Chain Services segment adjusted
EBITDA decreased 8%. Note: Performance Services segment financial results are not impacted by pro forma adjustments.
GAAP net income totaled $332.6 million for fiscal 2014, compared with
$375.1 million for the prior year, while GAAP net income attributable to
shareholders was $28.3 million compared with $7.4 million a year ago.
GAAP net loss per diluted share was $105.85 compared with net income of
$1.26 per diluted share a year ago. The GAAP per share net income amount
includes a non-cash negative adjustment of $2.74 billion to GAAP net
income attributable to shareholders to reflect redeemable limited
partners' capital at the appropriate redemption amount at the end of the
period as a result of the benefit obtained by limited partners through
the ownership of Class B common units. (See income statement in the tables section of this press release.)Note:
Comparisons of GAAP results are impacted by the changes associated with
the company's reorganization and IPO, as described below, and as a
result, management believes they do not provide meaningful
year-over-year comparisons.
Cash Flows and Liquidity
Cash provided by operating activities was $368.1 million for the fiscal
year ended June 30, 2014, a decrease of $10.1 million from $378.3
million for the fiscal year ended June 30, 2013. At June 30, 2014, the
company's cash, cash equivalents, short- and long-term marketable
securities totaled $540.4 million, compared with $255.6 million at June
30, 2013, and consisted of $131.8 million in cash and cash equivalents
and $408.6 million in marketable securities with maturities ranging from
three to 24 months. Operating cash flows increased primarily due to
working capital changes, as well as non-cash add backs to net income,
including depreciation and amortization and stock-based compensation.
Capital expenditures totaled $55.7 million for the fiscal year ended
June 30, 2014, compared with $42.4 million for the same period last
year. The increase was primarily related to capitalized internally
developed software, reflecting an increase in the level of projects in
development in the current year, and associated hardware. Capital
expenditures were partially offset by proceeds from the sale of the
company's investment in GHX of $38.4 million and $15.7 million in
distributions from Innovatix, an alternate site group purchasing company
in which Premier owns a 50 percent interest. Other investing activities
in the fiscal year primarily consisted of the cash acquisitions of
SYMMEDRx, Meddius and MEMdata, for a total of $42.6 million.
At June 30, 2014, there was no outstanding balance on the company's new
unsecured $750 million, five-year revolving credit facility, which
replaced the company's prior senior secured revolving credit facility
effective June 25, 2014.
Fiscal 2015 Outlook and Guidance
Premier believes it is well positioned financially and operationally
for fiscal 2015, and is introducing financial guidance for the fiscal
year based on the following key assumptions: stable growth in the Supply
Chain Services segment through the continued, but more normalized
growth of the company's direct sourcing and specialty pharmacy
businesses, the addition and contract conversion ramp-up of new GPO
members, and deeper penetration of existing members' supply spend;
increased product and services sales in the Performance Services
segment, including sales and use of SaaS-based products, increased
member participation in performance improvement collaboratives and
increased demand for advisory services; and the continuation of
historically high retention rates of Premier's GPO and SaaS members.
Based on the company's current outlook, Premier has established the
following financial guidance for the fiscal year ending June 30, 2015:
|
Fiscal 2015 Financial Guidance |
|
|
|
Premier, Inc., introduces full-year fiscal 2015 financial guidance, as follows: |
|
|
|
(in millions, except per share data) |
FY 2015 |
% YoY Change |
Pro Forma Net Revenue: |
|
|
Supply Chain Services segment |
$688.0 - $707.0 |
8% - 11% |
Performance Services segment |
$281.0 - $288.0 |
21% - 24% |
Total Pro Forma Net Revenue |
$969.0 - $995.0 |
11% - 14% |
|
|
|
Non-GAAP pro forma adjusted EBITDA |
$379.0 - $390.0 |
8% - 11% |
|
|
|
Non-GAAP pro forma adjusted fully distributed EPS |
$1.39 - $1.44 |
7% - 11% |
|
Guidance assumptions include anticipated financial and operational
contributions from acquisitions completed in fiscal 2014 and announced
in August 2014, but do not contemplate the impact of any potential
future acquisitions. For fiscal 2015, Premier expects capital
expenditures of approximately $63.0 million and a consolidated EBITDA
margin of approximately 40%.
Guidance is also based on the company's visibility into its annual
revenue stream. Approximately $898.0 million of Premier's revenue
estimate is available under contract for fiscal 2015, based on Premier's
GPO retention and SaaS institutional renewal rates, which were 99% and
94%, respectively, for fiscal 2014.
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.
Recently Announced Acquisitions
Subsequent to the close of fiscal 2014, Premier announced agreements to
acquire two analytics companies that are expected to enhance its
existing capabilities. Both companies will become part of Premier's
Performance Services business unit.
On August 5, 2014, Premier disclosed a definitive agreement to acquire
TheraDoc, Inc., for $117.0 million in cash, subject to potential
purchase price adjustment based on TheraDoc's working capital, cash and
indebtedness at time of closing. The acquisition is subject to customary
closing conditions and is expected to be completed in the current
quarter. Premier expects the acquisition to be accretive to earnings in
the first fiscal year. The addition of TheraDoc strengthens Premier's
ability to help health systems monitor and protect patients from harmful
infections and other adverse events. Combined, the two organizations
will have clinical surveillance installations in approximately 1,000
facilities, approximately 400 of which do not have a current
relationship with Premier.
Separately, on August 25, 2014, Premier signed a definitive agreement
to acquire Aperek for $48.5 million in cash, subject to potential
purchase price adjustment based on Aperek's working capital at time of
closing. The acquisition is subject to customary closing conditions and
is expected to be completed in the current quarter. Additional financial
terms are not being disclosed. Aperek is expected to contribute
modestly to fiscal 2015 revenue and be accretive to earnings in future
years. Aperek is a provider of real-time healthcare supply spend
visibility and SaaS-based supply chain analytics.
Conference Call
Premier management will host a conference call and live audio webcast
on Monday, August 25, 2014, at 5:00 p.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 should dial 855-601-0048
(international callers should dial 702-495-1234) and provide the
operator with conference ID number 86528408. The company encourages
listeners to dial in at least five minutes before the start of the call
to ensure proper connection. A replay of the conference call will be
available beginning approximately two hours after the completion of the
conference call through
September 8, 2014, 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.
Premier, Inc. (Nasdaq:PINC) is a leading healthcare improvement
company, uniting an alliance of approximately 3,000 U.S. hospitals and
110,000 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, a Malcolm Baldrige National Quality Award recipient,
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,
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 common
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
Premier's Form 10-K for the fiscal year ended June 30, 2014, expected to
be filed with the Securities and Exchange Commission (SEC) shortly
hereafter. The Form 10-K will be accessible on the SEC's website at www.sec.gov and in the investor relations section of Premier's website at investors.premierinc.com.
Use and Definition of Non-GAAP Measures
Premier 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 non-controlling 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) and other
potentially dilutive equity transactions which are outside of
management's control. 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
non-controlling 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 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 headings "Outlook and
Guidance" and "Recently Announced Acquisitions," 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 "Cautionary Note Regarding
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 "Cautionary Note Regarding
Forward Looking Statements" section of Premier's Form 10-K for the year
ended June 30. 2014, expected to be filed with the SEC
shortly hereafter, and also made available on Premier's website at http://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
June 30, | Year Ended
June 30, |
| 2014 | 2013 (a) | 2014 (a) | 2013 (a) |
Net revenue: |
|
|
|
|
Net administrative fees |
$ 111,044 |
$ 146,765 |
$ 464,837 |
$ 519,219 |
Other services and support |
62,918 |
54,700 |
233,186 |
205,685 |
Services |
173,962 |
201,465 |
698,023 |
724,904 |
Products |
61,504 |
39,136 |
212,526 |
144,386 |
|
235,466 |
240,601 |
910,549 |
869,290 |
Cost of revenue: |
|
|
|
|
Services |
30,853 |
27,099 |
115,740 |
103,795 |
Products |
55,385 |
36,313 |
191,885 |
133,618 |
|
86,238 |
63,412 |
307,625 |
237,413 |
Gross profit |
149,228 |
177,189 |
602,924 |
631,877 |
Operating expenses: |
|
|
|
|
Selling, general and administrative |
85,325 |
71,168 |
294,421 |
248,301 |
Research and development |
675 |
1,571 |
3,389 |
9,370 |
Amortization of purchased intangible assets |
904 |
385 |
3,062 |
1,539 |
|
86,904 |
73,124 |
300,872 |
259,210 |
Operating income |
62,324 |
104,065 |
302,052 |
372,667 |
Equity in net income of unconsolidated affiliates |
4,805 |
3,636 |
16,976 |
11,968 |
Interest and investment income, net |
378 |
366 |
1,019 |
965 |
Gain on sale of investment |
522 |
— |
38,372 |
— |
Other income (expense), net |
1,851 |
(783) |
1,907 |
(788) |
Other income, net |
7,556 |
3,219 |
58,274 |
12,145 |
Income before income taxes |
69,880 |
107,284 |
360,326 |
384,812 |
Income tax expense |
3,248 |
3,788 |
27,709 |
9,726 |
Net income | 66,632 | 103,496 | 332,617 | 375,086 |
Net (income) loss attributable to noncontrolling interest in S2S Global |
(472) |
433 |
(949) |
1,479 |
Net income attributable to noncontrolling interest in Premier LP |
(57,281) |
(104,726) |
(303,336) |
(369,189) |
Net income attributable to noncontrolling interest |
(57,753) |
(104,293) |
(304,285) |
(367,710) |
Net income (loss) attributable to shareholders |
8,879 |
(797) |
28,332 |
7,376 |
Adjustment to redeemable limited partners' capital to redemption amount |
482,510 |
— |
(2,741,588) |
— |
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $ 491,389 | $ (797) | $ (2,713,256) | $ 7,376 |
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
Basic |
32,375 |
5,733 |
25,633 |
5,858 |
Diluted |
32,569 |
5,733 |
25,633 |
5,858 |
Earnings (loss) per share attributable to shareholders (b): |
|
|
|
|
Basic |
$ 15.18 |
$ (0.14) |
$ (105.85) |
$ 1.26 |
Diluted |
$ 15.09 |
$ (0.14) |
$ (105.85) |
$ 1.26 |
|
|
|
|
|
(a)
After the completion of the Reorganization, Premier Healthcare
Solutions, Inc. (PHSI) became a consolidated subsidiary of Premier,
Inc. PHSI is considered the predecessor of the Company for accounting
purposes, and accordingly, PHSI's consolidated financial statements are
included herein as Premier, Inc.'s historical financial statements. |
(b)
Earnings (loss) per share attributable to shareholders includes an
adjustment to net income attributable to shareholders of redeemable
limited partners' capital to redemption amount of $482.5 million and
$(2,741.6) million for the three and twelve months ended June 30, 2014,
respectively. |
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets |
(In thousands, except share data) |
|
|
|
| June 30, 2014 | June 30, 2013* |
|
(Unaudited) |
|
Assets |
|
|
Cash and cash equivalents |
$ 131,786 |
$ 198,296 |
Marketable securities |
159,820 |
57,323 |
Accounts receivable |
67,577 |
60,600 |
Inventories |
20,823 |
12,741 |
Prepaid expenses and other current assets |
31,175 |
27,028 |
Due from related party |
1,228 |
1,650 |
Deferred tax assets |
9,647 |
8,403 |
Total current assets |
422,056 |
366,041 |
Property and equipment |
134,551 |
115,587 |
Restricted cash |
5,000 |
5,000 |
Marketable securities |
248,799 |
— |
Deferred tax assets |
286,936 |
15,077 |
Goodwill |
94,451 |
61,410 |
Intangible assets |
10,855 |
4,292 |
Other assets |
44,008 |
31,509 |
Total assets |
$ 1,246,656 |
$ 598,916 |
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' equity |
|
|
Accounts payable |
$ 28,007 |
$ 21,788 |
Accrued expenses |
25,536 |
28,883 |
Revenue share obligations |
56,531 |
10,532 |
Limited partners' distribution payable |
22,351 |
— |
Accrued compensation and benefits |
46,713 |
51,359 |
Deferred revenue |
15,694 |
18,880 |
Current portion of tax receivable agreement |
11,035 |
— |
Current portion of notes payable and line of credit |
17,696 |
12,149 |
Other current liabilities |
319 |
1,557 |
Total current liabilities |
223,882 |
145,148 |
Notes payable, less current portion |
16,051 |
22,468 |
Tax receivable agreement, less current portion |
181,256 |
— |
Deferred compensation plan obligations |
32,872 |
24,081 |
Deferred rent |
15,960 |
15,779 |
Other long-term liabilities |
2,272 |
6,037 |
Total liabilities |
472,293 |
213,513 |
|
|
|
Redeemable limited partners' capital |
3,244,674 |
307,635 |
|
|
|
Stockholders' (deficit) equity: |
|
|
Series A Preferred stock, par value $0.01, 50,000,000 shares authorized; no shares issued and outstanding |
— |
— |
PHSI common stock, par value $0.01, 12,250,000 shares authorized; 0
and 5,653,390 shares issued and outstanding at June 30, 2014 and June
30, 2013, respectively |
— |
57 |
Class A common stock, par value $0.01, 500,000,000 shares
authorized; 32,375,390 and 0 shares issued and outstanding at June 30,
2014 and June 30, 2013, respectively |
324 |
— |
Class B common stock, par value $0.01, 600,000,000 shares
authorized; 112,510,905 and 0 shares issued and outstanding at June 30,
2014 and June 30, 2013, respectively |
— |
— |
Additional paid-in-capital |
— |
28,866 |
PHSI Common stock subscribed, 0 and 23,266 shares at December 31, 2013 and June 30, 2013, respectively |
— |
300 |
Subscriptions receivable |
— |
(300) |
(Accumulated deficit) retained earnings |
(2,469,873) |
50,599 |
Accumulated other comprehensive loss |
43 |
— |
Noncontrolling interest |
(805) |
(1,754) |
Total stockholders' (deficit) equity |
(2,470,311) |
77,768 |
|
|
|
Total liabilities, redeemable limited partners' capital and stockholders' (deficit) equity |
$ 1,246,656 |
$ 598,916 |
|
|
|
* After the completion of the Reorganization, Premier Healthcare
Solutions, Inc. (PHSI) became a consolidated subsidiary of Premier,
Inc. PHSI is considered the predecessor of the Company for accounting
purposes, and accordingly, PHSI's consolidated financial statements are
included herein as Premier, Inc.'s historical financial statements. |
|
|
|
|
|
|
Consolidated Statements of Cash Flows |
(Unaudited) |
(In thousands) |
|
|
|
| Year ended June 30, |
| 2014* | 2013* |
| | |
Operating activities |
|
|
Net income |
$ 332,617 |
$ 375,086 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
39,823 |
29,220 |
Equity in net income of unconsolidated affiliates |
(16,976) |
(11,968) |
Gain on sale of investment |
(38,372) |
— |
Deferred taxes |
9,820 |
3,258 |
Stock-based compensation |
19,476 |
— |
Adjustment to tax receivable agreement liability |
6,215 |
— |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, prepaid expenses and other current assets |
(18,924) |
(14,005) |
Other assets |
(1,680) |
496 |
Inventories |
(8,082) |
(6,774) |
Accounts payable, accrued expenses and other current liabilities |
45,997 |
3,521 |
Long-term liabilities |
(3,585) |
(2,680) |
Other operating activities |
1,793 |
2,115 |
Net cash provided by operating activities | 368,122 | 378,269 |
Investing activities |
|
|
Purchase of marketable securities |
(500,835) |
(69,302) |
Proceeds from sale of marketable securities |
148,019 |
115,056 |
Proceeds from sale on investment in Global Healthcare Exchange, LLC |
38,372 |
— |
Acquisition of SYMMEDRx, net of cash acquired |
(28,690) |
— |
Acquisition of Meddius, net of owner note receivable |
(7,737) |
— |
Acquisition of MEMdata, net of cash acquired |
(6,142) |
— |
Distributions received on equity investment |
15,650 |
12,470 |
Purchases of property and equipment |
(55,740) |
(42,427) |
Other investing activities |
— |
(967) |
Net cash (used in) provided by investing activities | (397,103) | 14,830 |
Financing activities |
|
|
Payments made on notes payable |
(9,297) |
(17,761) |
Proceeds from S2S Global revolving line of credit |
6,000 |
5,604 |
Proceeds from senior secured line of credit |
60,000 |
10,000 |
Payments on senior secured line of credit |
(60,000) |
(10,000) |
Payments made in connection with origination of credit facility |
(2,511) |
— |
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions |
821,671 |
— |
Payments made in connection with the IPO |
(2,822) |
(3,089) |
Purchase of Class B common units from member owners |
(543,857) |
— |
Proceeds from issuance of PHSI common stock |
300 |
525 |
Proceeds from notes receivable from partners |
12,685 |
— |
Repurchase of restricted units |
(11) |
— |
Proceeds from issuance of redeemable limited partnership interest |
— |
8,143 |
Distributions to limited partners of Premier LP |
(319,687) |
(329,047) |
Net cash used in financing activities | (37,529) | (335,625) |
Net (decrease) increase in cash and cash equivalents |
(66,510) |
57,474 |
Cash and cash equivalents at beginning of year |
198,296 |
140,822 |
Cash and cash equivalents at end of year | $ 131,786 | $ 198,296 |
|
|
|
* After the completion of the Reorganization, Premier Healthcare
Solutions, Inc. (PHSI) became a consolidated subsidiary of Premier,
Inc. PHSI is considered the predecessor of the Company for accounting
purposes, and accordingly, PHSI's consolidated financial statements are
included herein as Premier, Inc.'s historical financial statements. |
|
|
Supplemental Financial Information - Reporting of Pro Forma Adjusted EBITDA |
and Non-GAAP Adjusted Fully Distributed Net Income |
Reconciliation of Selected Non-GAAP Measures to GAAP Measures |
(Unaudited) |
(In thousands) |
| | | | |
| Three Months Ended
June 30, | Year Ended
June 30, |
| 2014* | 2013 | 2014 | 2013 |
| | | | |
Reconciliation of Pro Forma Net Revenue to Net Revenue: |
Pro Forma Net Revenue |
$ 235,466 |
$ 200,938 |
$ 869,286 |
$ 764,278 |
Pro forma adjustment for revenue share post-IPO |
— |
39,663 |
41,263 |
105,012 |
Net Revenue |
$ 235,466 |
$ 240,601 |
$ 910,549 |
$ 869,290 |
|
Reconciliation of Pro Forma Adjusted EBITDA and Segment Adjusted EBITDA to Net Income and Operating Income: |
| | | | |
Net income |
$ 66,632 |
$ 103,496 |
$ 332,617 |
$ 375,086 |
Pro forma adjustment for revenue share post-IPO |
— |
(39,663) |
(41,263) |
(105,012) |
Interest and investment income, net |
(378) |
(366) |
(1,019) |
(965) |
Income tax expense |
3,248 |
3,788 |
27,709 |
9,726 |
Depreciation and amortization |
9,809 |
7,883 |
36,761 |
27,681 |
Amortization of purchased intangible assets |
904 |
385 |
3,062 |
1,539 |
Pro Forma EBITDA |
80,215 |
75,523 |
357,867 |
308,055 |
Stock-based compensation |
6,358 |
— |
19,476 |
— |
Acquisition related expenses |
711 |
— |
2,014 |
— |
Strategic and financial restructuring expenses |
146 |
1,823 |
3,760 |
5,170 |
Adjustment to tax receivable agreement liability |
6,215 |
— |
6,215 |
— |
Gain on sale of investment |
(522) |
— |
(38,372) |
— |
Other (income) expense, net |
121 |
783 |
65 |
788 |
Pro Forma Adjusted EBITDA |
$ 93,244 |
$ 78,129 |
$ 351,025 |
$ 314,013 |
|
|
|
|
|
Pro Forma Adjusted EBITDA |
$ 93,244 |
$ 78,129 |
$ 351,025 |
$ 314,013 |
Depreciation and amortization |
(9,809) |
(7,883) |
(36,761) |
(27,681) |
Amortization of purchased intangible assets |
(904) |
(385) |
(3,062) |
(1,539) |
Stock-based compensation |
(6,358) |
— |
(19,476) |
— |
Acquisition related expenses |
(711) |
— |
(2,014) |
— |
Strategic and financial restructuring expenses |
(146) |
(1,823) |
(3,760) |
(5,170) |
Adjustment to tax receivable agreement liability |
(6,215) |
— |
(6,215) |
— |
Equity in net income of unconsolidated affiliates |
(4,805) |
(3,636) |
(16,976) |
(11,968) |
Deferred compensation plan expense |
(1,972) |
— |
(1,972) |
— |
|
62,324 |
64,402 |
260,789 |
267,655 |
Pro forma adjustment for revenue share post-IPO |
— |
39,663 |
41,263 |
105,012 |
Operating income | $ 62,324 | $ 104,065 | $ 302,052 | $ 372,667 |
|
Reconciliation of Non-GAAP Adjusted Fully Distributed Net Income: |
|
|
|
|
|
Non-GAAP Adjusted Fully Distributed Net Income (pro forma): |
Net income (loss) attributable to shareholders |
$ 8,879 |
$ (797) |
$ 28,332 |
$ 7,376 |
Pro forma adjustment for revenue share post-IPO |
— |
(39,663) |
(41,263) |
(105,012) |
Income tax expense |
3,248 |
3,788 |
27,709 |
9,726 |
Stock-based compensation |
6,358 |
— |
19,476 |
— |
Gain on sale of investment |
(522) |
— |
(38,372) |
— |
Acquisition related expenses |
711 |
— |
2,014 |
— |
Strategic and financial restructuring expenses |
146 |
1,823 |
3,760 |
5,170 |
Adjustment to tax receivable agreement liability |
6,215 |
— |
6,215 |
— |
Amortization of purchased intangible assets |
904 |
385 |
3,062 |
1,539 |
Net income attributable to noncontrolling interest in Premier LP |
57,281 |
104,726 |
303,336 |
369,189 |
Non-GAAP adjusted fully distributed income before income taxes |
83,220 |
70,262 |
314,269 |
287,988 |
Income tax expense on fully distributed income before income taxes |
33,288 |
28,105 |
125,708 |
115,195 |
Non-GAAP adjusted fully distributed net income (pro forma) | $ 49,932 | $ 42,157 | $ 188,561 | $ 172,793 |
|
* Note that no pro forma adjustments were made for the three months
ended June 30, 2014; as such, actual results are presented for the three
months ended June 30, 2014. |
|
|
|
|
|
|
|
|
|
|
Supplemental Financial Information - Reporting of Net Income and Earnings Per Share |
Reconciliation of Selected Non-GAAP Measures to GAAP Measures |
(Unaudited) |
(In thousands) |
| | | | |
| Three Months Ended
June 30, | Year Ended
June 30, |
| 2014* | 2013 | 2014 | 2013 |
| | | | |
Reconciliation of numerator for GAAP EPS to Adjusted Fully Distributed EPS | | | | |
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount |
$ 491,389 |
$ (797) |
$ (2,713,256) |
$ 7,376 |
Adjustment of redeemable limited partners' capital to redemption amount |
(482,510) |
-- |
2,741,588 |
-- |
Net income (loss) attributable to shareholders |
8,879 |
(797) |
28,332 |
7,376 |
Pro forma adjustment for revenue share post-IPO |
— |
(39,663) |
(41,263) |
(105,012) |
Income tax expense |
3,248 |
3,788 |
27,709 |
9,726 |
Stock-based compensation |
6,358 |
— |
19,476 |
— |
Gain on sale of investment |
(522) |
— |
(38,372) |
— |
Acquisition related expenses |
711 |
— |
2,014 |
— |
Strategic and financial restructuring expenses |
146 |
1,823 |
3,760 |
5,170 |
Adjustment to tax receivable agreement liability |
6,215 |
— |
6,215 |
— |
Amortization of purchased intangible assets |
904 |
385 |
3,062 |
1,539 |
Net income attributable to noncontrolling interest in Premier LP |
57,281 |
104,726 |
303,336 |
369,189 |
Non-GAAP adjusted fully distributed income before income taxes |
83,220 |
70,262 |
314,269 |
287,988 |
Income tax expense on fully distributed income before income taxes |
33,288 |
28,105 |
125,708 |
115,195 |
Non-GAAP adjusted fully distributed net income (pro forma) | $ 49,932 | $ 42,157 | $ 188,561 | $ 172,793 |
|
|
|
|
|
Reconciliation of denominator for GAAP EPS to Adjusted Fully Distributed EPS | | | | |
Weighted Average: | | | | |
Common shares used for basic and diluted earnings per share |
32,375 |
5,733 |
25,633 |
5,858 |
Potentially dilutive shares |
194 |
-- |
124 |
-- |
Class A common shares outstanding |
-- |
26,642 |
6,742 |
26,517 |
Conversion of Class B common units |
112,511 |
112,608 |
112,584 |
112,608 |
Weighted average fully distributed shares outstanding - diluted | 145,080 | 144,983 | 145,083 | 144,983 |
|
|
|
|
|
Reconciliation of GAAP EPS to Adjusted Fully Distributed EPS |
|
|
|
|
GAAP income (loss) per share |
$ 15.18 |
$ (0.14) |
$ (105.85) |
$ 1.26 |
Impact of adjustment of redeemable limited partners' capital to redemption amount |
$ (14.90) |
$ -- |
$ 106.96 |
$ -- |
Impact of additions: |
|
|
|
|
Pro forma adjustment for revenue share post-IPO |
$ -- |
$ (6.92) |
$ (1.61) |
$ (17.93) |
Income tax expense |
$ 0.10 |
$ 0.66 |
$ 1.08 |
$ 1.66 |
Stock-based compensation |
$ 0.20 |
$ -- |
$ 0.76 |
$ -- |
Gain on sale of investment |
$ (0.02) |
$ -- |
$ (1.50) |
$ -- |
Acquisition related expenses |
$ 0.02 |
$ -- |
$ 0.08 |
$ -- |
Strategic and financial restructuring expenses |
$ 0.00 |
$ 0.32 |
$ 0.15 |
$ 0.88 |
Adjustment to tax receivable agreement liability |
$ 0.19 |
$ -- |
$ 0.24 |
$ -- |
Amortization of purchased intangible assets |
$ 0.03 |
$ 0.07 |
$ 0.12 |
$ 0.26 |
Net income attributable to noncontrolling interest in Premier LP |
$ 1.77 |
$ 18.27 |
$ 11.83 |
$ 63.02 |
Impact of corporation taxes |
$ (1.03) |
$ (4.90) |
$ (4.90) |
$ (19.66) |
Impact of increased share count |
$ (1.20) |
$ (7.06) |
$ (6.06) |
$ (28.31) |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted | $ 0.34 | $ 0.29 | $ 1.30 | $ 1.19 |
|
* Note that actual results are presented for the three months ended June 30, 2014. |