CHARLOTTE, N.C., Feb. 13, 2014 (GLOBE NEWSWIRE) -- Premier, Inc.
(Nasdaq:PINC) today reported financial results for the fiscal 2014
second quarter ended December 31, 2013.
Second-Quarter Highlights:
Pro forma results reflect the impact of the company's reorganization and initial public offering (IPO)*.
-
Net revenue of $208.9 million increased 11% from pro forma net revenue
and 1% from GAAP net revenue for the same period a year ago. GAAP net
revenue for the same period a year ago was $206.4 million, but does not
reflect the company's current operating structure.
-
Adjusted EBITDA* of $83.4 million increased 8% from pro forma Adjusted EBITDA for the same period a year ago.
-
Adjusted fully distributed net income* increased 3% to $43.3 million,
or $0.30 per share from pro forma results for the same period a year
ago. GAAP net income attributable to shareholders was $6.4 million.
-
Supply Chain Services segment revenue rose 10% to $150.9 million and
segment adjusted EBITDA increased 5% to $85.1 million, compared with pro
forma results for the same period a year ago.
-
Performance Services segment revenue increased 15% to $58.0 million
and segment adjusted EBITDA increased 29% to $17.7 million, compared
with the same period a year ago.
-
The company acquired Meddius, LLC, a data acquisition and integration-as-a-service company.
-
For the six months ended December 31, 2013, the company generated cash
flow from operations of $195.7 million, an increase of $34.2 million
from the same period a year ago. At December 31, 2013, the company's
cash, cash equivalents and marketable securities totaled $408.7 million,
compared with $255.6 million at June 30, 2013.
-
The company reiterates its fiscal year 2014 financial guidance of pro
forma revenues of $845.0 million to $869.0 million, pro forma adjusted
EBITDA of $335.0 million to $355.0 million, and pro forma adjusted fully
distributed earnings per share of $1.20 to $1.29.
* 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 as part of this release. See "Reorganization and Initial
Public Offering" for important information regarding pro forma results.
"Our second-quarter results are consistent with management
expectations," said Susan DeVore, president and chief executive officer.
"We achieved our financial objectives, generating 11% growth in
consolidated net revenue and delivering an 8% increase in adjusted
EBITDA from pro forma results for the same period last year. Most
importantly, we continued to add to our product and service offerings,
make and integrate acquisitions, and renew and expand member
relationships to collaboratively address the challenges of a changing
healthcare landscape. We believe these results demonstrate the growth
opportunities and future operating leverage inherent in our diverse
delivery channels.
"Within Supply Chain Services, strong growth from the direct sourcing
and specialty pharmacy businesses, accompanied by solid existing acute
member and alternate-site group purchasing (GPO) volume, produced 10%
revenue growth and a 5% increase in segment adjusted EBITDA versus pro
forma results a year ago," DeVore continued. "GPO net administrative
fees were unchanged from a year ago, reflecting the expected lag in new
member conversions, relative to the loss of volume from departed members
who did not participate in the company's reorganization and IPO. As new
members continue to convert to our GPO contracts, we expect revenue
contribution from net administrative fee revenues will increase through
the second half of fiscal 2014.
"In Performance Services, demand for our SaaS-based
(software-as-a-service) subscriptions, advisory services and performance
improvement collaborative programs delivered 15% revenue growth from a
year ago, with segment adjusted EBITDA increasing 29%," DeVore said.
"At Premier, we take pride in our ability to co-innovate from the
inside of many of the nation's leading health systems, leveraging our
integrated, data-driven solutions to transform our industry across the
cost, quality and safety continuum," DeVore continued. "We are helping
prepare for changing delivery and payment models that are part of this
industry's shift toward population health management. During the
quarter, our ability to collaborate with these providers was recognized
in numerous ways. We continued to add participants to our
bundled-payment collaborative; we extended our Partnership for Patients
initiative, which comprises nearly 425 organizations across 38 states;
and we were designated by KLAS, an independent healthcare research firm,
as an early leader in population health management. Additionally,
during the quarter, we continued to build momentum in our Medicare
breakeven initiative, which we launched last summer to help health care
providers operate profitably under current and future Medicare payment
rates. We continued to see uptake of our new program focused on driving
physician preference cost savings through the use of our recent SYMMEDRx
acquisition; and we acquired Meddius, LLC, a data acquisition and
integration-as-a-service company. Meddius spans multiple hospital
transaction systems, and we expect its real-time technology to be
integral to our core informatics products and services."
Results of Operations for the Second Quarter of Fiscal 2014
|
|
Consolidated Second-Quarter Financial Highlights | |
| Three Months Ended December 31, |
(in thousands, except per share data) | 2013 | 2012 | % Change |
| Actual | Pro Forma(a) | |
Net revenue: |
|
|
|
Supply Chain Services Segment |
$ 150,885 |
$ 137,526 |
10% |
Performance Services Segment |
58,024 |
50,580 |
15% |
Total net revenue |
$ 208,909 |
$ 188,106 |
11% |
|
|
|
|
Adjusted EBITDA (b) |
|
|
|
Supply Chain Services Segment |
$ 85,119 |
$ 80,770 |
5% |
Performance Services Segment |
17,731 |
13,733 |
29% |
Segment adjusted EBITDA |
$ 102,850 |
$ 94,503 |
9% |
Corporate |
(19,445) |
(17,002) |
14% |
Total adjusted EBITDA |
$ 83,405 |
$ 77,501 |
8% |
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
$ 43,256 |
$ 41,882 |
3% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted |
$ 0.30 |
$ 0.29 |
3% |
Weighted average fully distributed shares outstanding - diluted |
145,093 |
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 $18.3
million for the three months ended December 31, 2012. 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 December 31, 2013, Premier generated net
revenue of $208.9 million. This represents an increase of $20.8 million,
or 11%, from pro forma net revenue of $188.1 million 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 engagements within the Performance Services
segment.
Adjusted EBITDA for the fiscal second quarter totaled $83.4 million, an
increase of $5.9 million, or 8%, from pro forma adjusted EBITDA of
$77.5 million for the same period last year. Adjusted fully distributed
net income rose to $43.3 million, or $0.30 per fully diluted share,
compared with pro forma adjusted fully distributed net income of $41.9
million, or $0.29 per fully diluted share, for the second quarter of
fiscal 2013.
Adjusted EBITDA and adjusted fully distributed net income for the
second quarter of fiscal 2014 add back strategic and financial
restructuring expenses, acquisition-related expenses, and stock-based
compensation expenses totaling $7.7 million, compared with actual EBITDA
and net income. Pro forma adjusted EBITDA and adjusted fully
distributed net income for the prior year results add back $1.4 million
in expenses related to strategic and financial restructuring costs,
compared with pro forma EBITDA and pro forma net income. Adjusted EBITDA
and adjusted fully distributed net income for the second quarter of
fiscal 2014 were positively impacted by revenue growth in both of the
company's business segments. Revenue growth was partially offset by
increased selling, general and administrative services expenses, due to
higher employee and travel-related expenses resulting from increased
selling and service personnel headcount and incremental expenses
associated with becoming a public company.
On a GAAP basis, net revenue totaled $208.9 million for the quarter
ended December 31, 2013, compared with $206.4 million for the same
period last year. Net income totaled $51.5 million, compared with $85.4
million, and net income attributable to shareholders was $6.4 million,
compared with $2.0 million for the same period a year ago. 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 group
purchasing organizations (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 December 31, | Three Months Ended December 31, |
(in thousands) | 2013 | 2012 | % Change | 2013 | 2012 | % Change |
| Actual | Actual | | Actual | Pro Forma(a) | |
Net Revenue: |
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
Net administrative fees |
$ 102,130 |
$ 120,630 |
-15% |
$ 102,130 |
$ 102,311 |
0% |
Other services and support |
173 |
55 |
215% |
173 |
55 |
215% |
Services |
102,303 |
120,685 |
-15% |
102,303 |
102,366 |
0% |
Products |
48,582 |
35,160 |
38% |
48,582 |
35,160 |
38% |
Total Supply Chain Services |
150,885 |
155,845 |
-3% |
150,885 |
137,526 |
10% |
Performance Services: |
|
|
|
|
|
|
Services |
58,024 |
50,580 |
15% |
58,024 |
50,580 |
15% |
Total | $ 208,909 | $ 206,425 |
1% | $ 208,909 | $ 188,106 |
11% |
| | |
| | |
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services |
$ 85,119 |
$ 99,089 |
-14% |
$ 85,119 |
$ 80,770 |
5% |
Performance Services |
17,731 |
13,733 |
29% |
17,731 |
13,733 |
29% |
Total segment adjusted EBITDA |
102,850 |
112,822 |
-9% |
102,850 |
94,503 |
9% |
Corporate |
(19,445) |
(17,002) |
14% |
(19,445) |
(17,002) |
14% |
Total | $ 83,405 | $ 95,820 |
-13% | $ 83,405 | $ 77,501 |
8% |
| | |
| | |
|
(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 $18.3
million for the three months ended December 31, 2012. 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 second quarter ended December 31, 2013, the Supply Chain
Services segment produced net revenue of $150.9 million, an increase of
$13.4 million, or 10%, from pro forma net revenue of $137.5 million a
year ago. Revenue growth in the segment was driven largely by product
revenues, which encompass the company's direct sourcing and specialty
pharmacy business. Product revenues rose 38% to $48.6 million. GPO net
administrative fee revenues were unchanged compared with pro forma net
administrative fee revenue a year ago, reflecting the expected timing
lag of contract conversions among member owners that joined during
fiscal year 2013, relative to the loss of administrative fee revenue
from departed members that did not participate in the company's
reorganization and IPO. The company expects net administrative fees to
increase in the second half of the year as it begins to see
the benefit of cash collections from anticipated purchasing by newer GPO
members as a result of the progression of their ramp up and conversion
to the company's contract portfolio.
Supply Chain Services segment adjusted EBITDA of $85.1 million for the
fiscal second quarter increased $4.3 million, or 5%, from pro forma
segment adjusted EBITDA of $80.8 million for the same period a year ago.
Supply Chain Services segment net revenue totaled $150.9 million for
the fiscal second quarter, compared with segment GAAP net revenue of
$155.8 million for the same period a year ago. Segment adjusted EBITDA
was $85.1 million, compared with $99.1 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, an outcome of the
company's reorganization and IPO, and as a result, management believes
they do not provide meaningful year-over-year comparisons.
Performance Services
For the fiscal second quarter ended December 31, 2013, the Performance
Services segment generated net revenue of $58.0 million, an increase of
$7.4 million, or 15%, from $50.6 million for the same quarter last year.
The revenue growth is attributable primarily to new SaaS informatics
product subscriptions and from increased revenue from advisory services
and performance improvement collaboratives.
Performance Services segment adjusted EBITDA was $17.7 million, an
increase of $4.0 million, or 29%, from $13.7 million for the same
quarter last year. Pro forma results do not impact the financial results
for the company's Performance Services segment.
Results of Operations for the Six Months Ended December 31, 2013
|
|
|
Consolidated Six-Month Financial Highlights | | |
| Six Months Ended December 31, | Six Months Ended December 31, |
(in thousands, except per share data) | 2013 | 2012 | % Change | 2013 | 2012 | % Change |
| Actual | Pro Forma(a) |
Net revenue: |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 338,343 |
$ 306,303 |
10% |
$ 297,080 |
$ 270,527 |
10% |
Performance Services Segment |
111,142 |
98,688 |
13% |
111,142 |
98,688 |
13% |
Total net revenue |
$ 449,485 |
$ 404,991 |
11% |
$ 408,222 |
$ 369,215 |
11% |
|
|
|
|
|
|
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 210,599 |
$ 197,356 |
7% |
$ 169,336 |
$ 161,580 |
5% |
Performance Services Segment |
34,060 |
25,733 |
32% |
34,060 |
25,733 |
32% |
Segment adjusted EBITDA |
$ 244,659 |
$ 223,089 |
10% |
$ 203,396 |
$ 187,313 |
9% |
Corporate |
(36,920) |
(32,580) |
13% |
(36,920) |
(32,580) |
13% |
Total adjusted EBITDA |
$ 207,739 |
$ 190,509 |
9% |
$ 166,476 |
$ 154,733 |
8% |
|
|
|
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
|
|
|
$ 87,239 |
$ 83,763 |
4% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted |
|
|
|
$ 0.60 |
$ 0.58 |
4% |
Weighted average fully distributed shares outstanding - diluted |
|
|
|
145,041 |
144,983 |
|
|
|
|
|
|
|
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(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 six months ended December 31, 2013 and $35.8 million for the
six months ended December 31, 2012. 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. |
The company generated pro forma net revenue of $408.2 million for the
six-month period ended December 31, 2013, an increase of $39.0 million,
or 11%, from $369.2 million in the same period last year. Pro forma
adjusted EBITDA totaled $166.5 million, an increase of 8% from $154.7
million in the same period last year. Pro forma adjusted fully
distributed net income totaled $87.2 million, or $0.60 per diluted
share, compared with $83.8 million, or $0.58 per diluted share, for the
same period last year.
Supply Chain Services segment pro forma net revenue increased $26.6
million, or 10%, to $297.1 million for the six-month period, from $270.5
million a year earlier. Pro forma segment adjusted EBITDA increased
$7.8 million, or 5%, to $169.3 million, from $161.6 million.
Performance Services segment net revenue for the six-month period
totaled $111.1 million, an increase of $12.4 million, or 13%, from $98.7
million for the same period the prior year. Segment adjusted EBITDA of
$34.1 million increased $8.4 million, or 32%, from $25.7 million a year
ago.
The company generated GAAP net revenue of $449.5 million for the six
months ended December 31, 2013, compared with $405.0 million for the
same period last year. GAAP net income totaled $164.0 million, compared
with $170.4 million for the same period last year, while GAAP net income
attributable to shareholders was $5.9 million compared with $3.9
million. Adjusted EBITDA totaled $207.7 million, compared with $190.5
million for the year-ago period. Supply Chain Services GAAP net revenue
was $338.3 million, up from $306.3 million for the same period last
year. Supply Chain Services segment adjusted EBITDA was $210.6 million,
compared with $197.4 million a year earlier. 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. Performance Services segment financial results are not
impacted by pro forma adjustments.
Cash Flows and Liquidity
Cash provided by operating activities was $195.7 million for the six
months ended December 31, 2013, an increase of $34.2 million from $161.5
million for the same period a year ago. The increase was primarily due
to cash from operations as a result of net income adjusted for increases
in non-cash add-backs to net income, including depreciation and
amortization and stock-based compensation, as well as working capital
changes, primarily an increase in revenue share obligations as a result
of the reorganization.
Capital expenditures were $26.0 million for the six months ended
December 31, 2013, compared with $19.0 million for the same period last
year. The increase was primarily related to capitalized internally
developed software and associated hardware. Other investing activities
in the six-month period primarily consisted of the first-quarter, $28.7
million acquisition of SYMMEDRx, LLC and the second-quarter acquisition
of Meddius, LLC for $8.1 million, with $7.7 million in the form of cash
consideration. SYMMEDRx is a business with a track record of analyzing
and reducing costs for health systems through the innovative use of
data. Meddius is a data acquisition and integration-as-a-service company
that spans multiple hospital transaction systems including enterprise
resource planning, materials management, enterprise health records and
patient accounting.
At December 31, 2013, the company's cash, cash equivalents and
marketable securities with maturities ranging from three to 24 months
totaled $408.7 million, consisting of $158.1 million in cash and cash
equivalents and $250.6 million in marketable securities with maturities
ranging from three to 24 months. At December 31, 2013, there was no
outstanding balance on the company's senior revolving credit facility.
Adjustment to Update Balance Sheet Presentation
In preparing to file its Form 10-Q for the fiscal second quarter ended
December 31, 2013, the company identified an update in the reporting of
redeemable limited partner's capital on its balance sheet. The company
operates through an Up-C structure and utilizes the controlled company
exception pursuant to NASDAQ guidelines, which allows the majority of
the board of directors to be executives from its member owners. The
board, controlled by a majority of member owner directors, approves the
redemption of a member owner's capital account in the event that member
wishes to terminate its relationship with the company. Therefore, prior
to and subsequent to the Reorganization and IPO, the company reflects
limited partners' capital on the consolidated balance sheets as
redeemable limited partners' capital in temporary equity, rather than
permanent equity, at the greater of book value or the
redemption amount per the limited partnership agreement. However,
following the IPO, member owners are now able to exchange Class B common
units for cash or Class A common stock which is currently greater than
the book value redemption amount per the limited partnership agreement.
As a result, the company has recorded on its balance sheet a $3.9
billion non-cash increase in redeemable limited partner's capital as of
December 31, 2013, which reflects the redemption amount at the closing
price of Class A common stock at $36.76 on that date. There is a
corresponding offset to additional paid-in capital and retained
earnings, which will create an accumulated deficit on the balance
sheet. These balance sheet items represent non-cash activity and do not
impact the company's operating performance.
The company also has assessed this balance sheet treatment of temporary
equity on the calculation of earnings per share for GAAP purposes. As a
result of the member owners being party to multiple agreements in
conjunction with the company's Reorganization and IPO, GAAP per-share
earnings have been adjusted to reflect the adjustment to redeemable
limited partners' capital to the redemption amount. The financial
guidance provided for Pro Forma Adjusted Fully Distributed Earnings per
Share will not be impacted by this GAAP treatment. As previously
discussed, 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 into Class A shareholders, and reflects income taxes at
an estimated effective rate of approximately 41% on 100% of pretax
income.
In order to record redeemable limited partner's capital at the greater
of book value or the redemption amount, the company will amend its first
quarter 10-Q to reflect the updated pro forma balance sheet and updated
pro forma GAAP EPS amount as of September 30, 2013. The company will
also include an updated pro forma balance sheet and updated pro forma
GAAP EPS amount as of June 30, 2013, under the caption "Other
Information" in its Form 10-Q that it intends to file with the SEC on
February 14, 2014.
Outlook and Guidance
"Premier's mission is to improve the health of communities by
transforming care delivery in America," DeVore said. "We believe we are
well positioned to help our members successfully address the cost,
quality, safety, efficiency and population health management issues
facing the healthcare industry over the next several years. As we
continue to build our platform to pursue this mission, the channels of
growth available to us are diverse, and we believe the value we can
bring to our members and the performance we seek to deliver to our
shareholders are closely aligned."
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 continued
growth of the company's direct sourcing and specialty pharmacy
businesses, the addition of acute and alternate-site GPO members, the
ramp-up of new members, and deeper penetration of existing members'
supply spend. Based on these assumptions, year-to-date results and the
company's current outlook, Premier reiterates the following financial
guidance for the full fiscal year ending June 30, 2014:
|
Fiscal 2014 Financial Guidance |
|
|
|
Premier, Inc. affirms full-year fiscal 2014 financial guidance, as follows: |
|
|
|
(in millions, except per share data) |
FY 2014 |
% YoY Change |
Pro Forma Net Revenue: |
|
|
Supply Chain Services segment |
$614.0 - $631.0 |
10% - 13% |
Performance Services segment |
$231.0 - $238.0 |
13% - 16% |
Total Pro Forma Net Revenue |
$845.0 - $869.0 |
11% - 13% |
|
|
|
Non-GAAP pro forma adjusted EBITDA |
$335.0 - $355.0 |
7% - 13% |
|
|
|
Non-GAAP pro forma adjusted fully distributed EPS |
$1.20 - $1.29 |
NA* |
* not applicable |
|
|
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 Thursday, February 13, 2014, at 5:00 p.m. EST, 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 49152488. Please dial in
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 February 28, 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 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, 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
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 for the quarter ended December 31, 2013, expected to be filed with
the SEC on or about February 14, 2014. The prospectus is, and Form 10-Q
will be, 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) 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 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 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)
|
Premier, Inc. |
Consolidated Statements of Income |
(Unaudited) |
(In thousands, except per share data) |
| | |
|
|
| Three Months Ended
December 31, | Six Months Ended
December 31, |
| 2013 | 2012 (a) | 2013 (a) | 2012 (a) |
Net revenue: |
|
|
|
|
Net administrative fees |
$ 102,130 |
$ 120,630 |
$ 245,706 |
$ 238,119 |
Other services and support |
58,197 |
50,635 |
111,449 |
98,782 |
Services |
160,327 |
171,265 |
357,155 |
336,901 |
Products |
48,582 |
35,160 |
92,330 |
68,090 |
|
208,909 |
206,425 |
449,485 |
404,991 |
Cost of revenue: |
|
|
|
|
Services |
29,017 |
25,590 |
56,505 |
49,670 |
Products |
43,720 |
32,586 |
83,758 |
62,738 |
|
72,737 |
58,176 |
140,263 |
112,408 |
Gross profit |
136,172 |
148,249 |
309,222 |
292,583 |
Operating expenses: |
|
|
|
|
Selling, general and administrative |
73,126 |
61,436 |
135,769 |
117,168 |
Research and development |
1,042 |
2,372 |
1,894 |
6,010 |
Amortization of purchased intangible assets |
755 |
384 |
1,356 |
769 |
|
74,923 |
64,192 |
139,019 |
123,947 |
Operating income |
61,249 |
84,057 |
170,203 |
168,636 |
Equity in net income of unconsolidated affiliates |
4,491 |
3,396 |
8,605 |
6,177 |
Interest and investment income, net |
21 |
94 |
241 |
318 |
Gain on disposal of assets |
— |
— |
4 |
— |
Other income, net |
4,512 |
3,490 |
8,850 |
6,495 |
Income before income taxes |
65,761 |
87,547 |
179,053 |
175,131 |
Income tax expense |
14,284 |
2,166 |
15,048 |
4,683 |
Net income | 51,477 | 85,381 | 164,005 | 170,448 |
|
|
|
|
|
Add: Net (income) loss attributable to noncontrolling interest in S2S Global |
(157) |
394 |
53 |
699 |
Less: Net income attributable to noncontrolling interest in Premier LP |
(44,916) |
(83,784) |
(158,130) |
(167,201) |
Net income attributable to noncontrolling interest |
(45,073) |
(83,390) |
(158,077) |
(166,502) |
Net income attributable to shareholders | $ 6,404 | $ 1,991 | $ 5,928 | $ 3,946 |
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
Basic |
32,375 |
6,040 |
19,001 |
6,032 |
Diluted |
32,375 |
6,040 |
19,001 |
6,032 |
(Loss) earnings per share attributable to shareholders (b): |
|
|
|
|
Basic |
$ (114.70) |
$ 0.33 |
$ (195.46) |
$ 0.65 |
Diluted |
$ (114.70) |
$ 0.33 |
$ (195.46) |
$ 0.65 |
|
|
|
|
|
(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)
Loss per share attributable to shareholders includes an adjustment to
net income attributable to shareholders of redeemable limited partners'
capital to redemption amount of $3,719.8 million for the three and six
months ended December 31, 2013. |
|
Premier, Inc. |
Consolidated Balance Sheets |
(In thousands, except share data) |
|
|
|
| December 31, 2013 | June 30, 2013* |
|
(Unaudited) |
|
Assets |
|
|
Cash and cash equivalents |
$ 158,059 |
$ 198,296 |
Marketable securities |
75,802 |
57,323 |
Accounts receivable |
68,688 |
62,162 |
Inventories |
16,116 |
12,741 |
Prepaid expenses and other current assets |
27,232 |
25,466 |
Due from related party |
2,212 |
1,650 |
Deferred tax assets |
9,969 |
8,403 |
Total current assets |
358,078 |
366,041 |
Property and equipment |
124,096 |
115,587 |
Restricted cash |
5,000 |
5,000 |
Marketable securities |
174,824 |
— |
Deferred tax assets |
293,916 |
15,077 |
Goodwill |
90,285 |
61,410 |
Intangible assets |
10,672 |
4,292 |
Other assets |
38,763 |
31,509 |
Total assets |
$ 1,095,634 |
$ 598,916 |
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' equity |
|
|
Accounts payable |
$ 24,062 |
$ 21,788 |
Accrued expenses |
32,496 |
28,883 |
Revenue share obligations |
49,182 |
10,532 |
Limited partners' distribution payable |
17,419 |
— |
Accrued compensation and benefits |
30,054 |
51,359 |
Deferred revenue |
18,150 |
18,880 |
Current portion of tax receivable agreement |
6,966 |
— |
Current portion of notes payable and line of credit |
20,432 |
12,149 |
Other current liabilities |
13,279 |
1,557 |
Total current liabilities |
212,040 |
145,148 |
Notes payable, less current portion |
19,757 |
22,468 |
Tax receivable agreement, less current portion |
179,111 |
— |
Deferred compensation plan obligations |
29,605 |
24,081 |
Deferred rent |
15,902 |
15,779 |
Other long-term liabilities |
5,592 |
6,037 |
Total liabilities |
462,007 |
213,513 |
|
|
|
Redeemable limited partners' capital |
4,118,121 |
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 December 31, 2013 and
June 30, 2013, respectively |
— |
57 |
|
|
|
Class A common stock, par value $0.01, 500,000,000 shares
authorized; 32,374,818 and 0 shares issued and outstanding at December
31, 2013 and June 30, 2013, respectively |
324 |
— |
Class B common stock, par value $0.01, 600,000,000 shares
authorized; 112,607,832 and 0 shares issued and outstanding at December
31, 2013 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 |
(3,482,996) |
50,599 |
Accumulated other comprehensive loss |
(15) |
— |
Noncontrolling interest |
(1,807) |
(1,754) |
Total stockholders' (deficit) equity |
(3,484,494) |
77,768 |
Total liabilities, redeemable limited partners' capital and stockholders' (deficit) equity |
$ 1,095,634 |
$ 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. |
|
Premier, Inc. |
Consolidated Statements of Cash Flows |
(Unaudited) |
(In thousands) |
|
|
|
| Six months ended December 31, |
| 2013* | 2012* |
| |
Operating activities |
|
|
Net income |
$ 164,005 |
$ 170,448 |
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
18,912 |
13,778 |
Equity in net income of unconsolidated affiliates |
(8,605) |
(6,177) |
Deferred taxes |
2,593 |
(2,912) |
Stock-based compensation |
6,819 |
— |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, prepaid expenses and other current assets |
(17,446) |
(732) |
Other assets |
(1,751) |
323 |
Inventories |
(3,375) |
(1,844) |
Accounts payable, accrued expenses and other current liabilities |
34,798 |
(15,447) |
Long-term liabilities |
(321) |
4,130 |
Other operating activities |
67 |
(46) |
Net cash provided by operating activities | 195,696 | 161,521 |
Investing activities |
|
|
Purchase of marketable securities |
(231,121) |
(17,791) |
Proceeds from sale of marketable securities |
37,689 |
61,551 |
Acquisition of SYMMEDRx, net of cash acquired |
(28,688) |
— |
Acquisition of Meddius, net of owner note receivable |
(7,737) |
— |
Distributions received on equity investment |
6,800 |
6,644 |
Purchases of property and equipment |
(26,019) |
(19,035) |
Other investing activities |
— |
(1,000) |
Net cash (used in) provided by investing activities | (249,076) | 30,369 |
Financing activities |
|
|
Payments made on notes payable |
(1,926) |
(6,831) |
Proceeds from S2S Global revolving line of credit |
5,200 |
3,004 |
Proceeds from senior secured line of credit |
60,000 |
10,000 |
Payments on senior secured line of credit |
(60,000) |
— |
Proceeds from issuance of Class A common stock |
821,671 |
— |
Purchase of Class B common units from member owners |
(543,857) |
— |
Proceeds from issuance of PHSI common stock |
300 |
— |
Proceeds from notes receivable from partners |
12,726 |
— |
Repurchase of restricted units |
(2) |
— |
Distributions to limited partners of Premier LP |
(280,969) |
(183,200) |
Net cash provided by (used in) financing activities | 13,143 | (177,027) |
Net (decrease) increase in cash and cash equivalents |
(40,237) |
14,863 |
Cash and cash equivalents at beginning of year |
198,296 |
140,822 |
Cash and cash equivalents at end of year | $ 158,059 | $ 155,685 |
|
|
|
* 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. |
|
Premier, Inc. |
Supplemental Financial Information |
(Unaudited) |
(In thousands) |
| | | | |
| Three Months Ended
December 31, | Six Months Ended
December 31, |
| 2013* | 2012 | 2013 | 2012 |
| | | | |
Reconciliation of Pro Forma Net Revenue to Net Revenue: | | |
|
|
Pro Forma Net Revenue |
$ 208,909 |
$ 188,106 |
$ 408,222 |
$ 369,215 |
Pro forma adjustment for revenue share post-IPO |
— |
18,319 |
41,263 |
35,776 |
Net Revenue |
$ 208,909 |
$ 206,425 |
$ 449,485 |
$ 404,991 |
|
|
|
|
|
Reconciliation of Pro Forma Adjusted EBITDA and Segment Adjusted EBITDA to Net Income and Operating Income: |
| | | | |
Net income |
$ 51,477 |
$ 85,381 |
$ 164,005 |
$ 170,448 |
Pro forma adjustment for revenue share post-IPO |
— |
(18,319) |
(41,263) |
(35,776) |
Interest and investment income, net |
(21) |
(94) |
(241) |
(318) |
Income tax expense |
14,284 |
2,166 |
15,048 |
4,683 |
Depreciation and amortization |
9,198 |
6,619 |
17,556 |
13,009 |
Amortization of purchased intangible assets |
755 |
384 |
1,356 |
769 |
Pro Forma EBITDA |
75,693 |
76,137 |
156,461 |
152,815 |
Stock-based compensation |
6,494 |
— |
6,819 |
— |
Acquisition related expenses |
177 |
— |
319 |
— |
Strategic and financial restructuring expenses |
1,041 |
1,364 |
2,881 |
1,918 |
Gain on disposal of assets |
— |
— |
(4) |
— |
Pro Forma Adjusted EBITDA |
$ 83,405 |
$ 77,501 |
$ 166,476 |
$ 154,733 |
|
|
|
|
|
Pro Forma Adjusted EBITDA |
$ 83,405 |
$ 77,501 |
$ 166,476 |
$ 154,733 |
Depreciation and amortization |
(9,198) |
(6,619) |
(17,556) |
(13,009) |
Amortization of purchased intangible assets |
(755) |
(384) |
(1,356) |
(769) |
Stock-based compensation |
(6,494) |
— |
(6,819) |
— |
Acquisition related expenses |
(177) |
— |
(319) |
— |
Strategic and financial restructuring expenses |
(1,041) |
(1,364) |
(2,881) |
(1,918) |
Equity in net income of unconsolidated affiliates |
(4,491) |
(3,396) |
(8,605) |
(6,177) |
|
61,249 |
65,738 |
128,940 |
132,860 |
Pro forma adjustment for revenue share post-IPO |
— |
18,319 |
41,263 |
35,776 |
Operating income | $ 61,249 | $ 84,057 | $ 170,203 | $ 168,636 |
|
|
|
|
|
Reconciliation of Non-GAAP Adjusted Fully Distributed Net Income: |
|
|
|
|
|
|
|
|
|
Non-GAAP Adjusted Fully Distributed Net Income (pro forma): | | | | |
Net income attributable to shareholders |
$ 6,404 |
$ 1,991 |
$ 5,928 |
$ 3,946 |
Pro forma adjustment for revenue share post-IPO |
— |
(18,319) |
(41,263) |
(35,776) |
Income tax expense |
14,284 |
2,166 |
15,048 |
4,683 |
Stock-based compensation |
6,494 |
— |
6,819 |
— |
Acquisition related expenses |
177 |
— |
319 |
— |
Strategic and financial restructuring expenses |
1,041 |
1,364 |
2,881 |
1,918 |
Net income attributable to noncontrolling interest in Premier LP |
44,916 |
83,784 |
158,130 |
167,201 |
Non-GAAP adjusted fully distributed income before income taxes |
73,316 |
70,986 |
147,862 |
141,972 |
Income tax expense on fully distributed income before income taxes |
30,060 |
29,104 |
60,623 |
58,209 |
Non-GAAP adjusted fully distributed net income (pro forma) | $ 43,256 | $ 41,882 | $ 87,239 | $ 83,763 |
|
|
|
|
|
* Note that actual results are presented for the three months ended December 31, 2013 |
|
|
|
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