CHARLOTTE, N.C., May 12, 2014 (GLOBE NEWSWIRE) -- Premier, Inc.
(Nasdaq:PINC) today reported financial results for the fiscal 2014 third
quarter ended March 31, 2014.
Third-Quarter Highlights:
Pro forma results reflect the impact of the company's reorganization and initial public offering (IPO)*.
-
Net revenue of $225.6 million increased 16% 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 of $223.7 million does not
reflect the company's current operating structure.
-
Adjusted EBITDA* of $91.3 million increased 13% from pro forma Adjusted EBITDA for the same period a year ago.
-
Adjusted fully distributed net income* increased 9% to $47.8 million,
or $0.33 per share from pro forma results for the same period a year
ago. GAAP net income attributable to shareholders was $13.5 million.
-
Supply Chain Services segment revenue rose 17% to $167.0 million and
segment adjusted EBITDA increased 10% to $91.5 million, compared with
pro forma results for the same period a year ago.
-
Performance Services segment revenue increased 13% to $58.6 million
and segment adjusted EBITDA increased 24% to $20.3 million, compared
with the same period a year ago.
-
For the nine months ended March 31, 2014, the company generated cash
flow from operations of $285.9 million, an increase of $23.1 million
from the same period a year ago. At March 31, 2014, the company's cash,
cash equivalents and marketable securities totaled $507.3 million,
compared with $255.6 million at June 30, 2013.
-
The company has tightened its fiscal year 2014 financial guidance as follows ($ in millions, except per share):
pro forma revenue - to $859.0-$869.0 from $845.0-$869.0; pro forma
adjusted EBITDA - to $342.0-$350.0 from $335.0-$355.0; and pro forma
adjusted fully distributed earnings per share - to $1.23-$1.27 from
$1.20-$1.29.
-
In early April, the company acquired MEMdata, LLC, an equipment
planning, sourcing and analytics business focused on capital equipment
needs for existing medical facilities, as well as those under
construction.
* 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.
"We are extremely pleased with our third-quarter results," said Susan
DeVore, president and chief executive officer. "Our double-digit growth
in both consolidated net revenue and adjusted EBITDA demonstrates the
powerful leverage inherent in our diverse revenue drivers that
characterize our aligned business model. This performance also
highlights our continued growth in product and service offerings, market
share, and new and renewed member relationships, as we work together
with our members to develop, test and deliver solutions needed to
transform the way healthcare is delivered in America.
"In the Supply Chain Services business segment, our diversification
strategy exceeded our expectations in the third quarter, as our direct
sourcing and specialty pharmacy businesses delivered additional savings
for our members and revenue growth for Premier," DeVore said. "Our core
group purchasing business achieved solid gains in net administrative fee
revenue, generated by new-member contract conversions, and ongoing
contract penetration of acute and alternate site members.
"Within Performance Services, contributions from our cloud-based, SaaS
(software-as-a-service) products, advisory services and performance
improvement collaborative programs, drove continued double-digit revenue
and adjusted EBITDA growth," DeVore continued. "We are also pleased
with the contributions from our recent acquisitions, which have been
integrated into this business segment.
"Looking forward, we believe our numerous sources of revenue,
collaborative member relationships, market-leading data analytics
platform, and aligned delivery channel position Premier as a continuing
leader in the transformation of care delivery," DeVore said. "We are
committed to providing our health systems with solutions that
successfully address their cost, quality, safety, efficiency and
population health management challenges through actionable, integrated
data analytics and standardized care delivery. We will continue to
deploy capital in these areas, aligning solutions for our members with
the long-term performance we seek to deliver to our shareholders."
Results of Operations for the Third Quarter of Fiscal 2014
|
Consolidated Third-Quarter Financial Highlights | | | |
| Three Months Ended March 31, |
(in thousands, except per share data) | 2014 | 2013 | % Change |
| Actual | Pro Forma(a) | |
Net revenue: |
|
|
|
Supply Chain Services Segment |
$ 166,976 |
$ 142,343 |
17% |
Performance Services Segment |
58,622 |
51,782 |
13% |
Total net revenue |
$ 225,598 |
$ 194,125 |
16% |
|
|
|
|
Adjusted EBITDA (b) |
|
|
|
Supply Chain Services Segment |
$ 91,477 |
$ 82,816 |
10% |
Performance Services Segment |
20,307 |
16,322 |
24% |
Segment adjusted EBITDA |
$ 111,784 |
$ 99,138 |
13% |
Corporate |
(20,479) |
(17,987) |
14% |
Total adjusted EBITDA |
$ 91,305 |
$ 81,151 |
13% |
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
$ 47,807 |
$ 44,014 |
9% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted |
$ 0.33 |
$ 0.30 |
8% |
Weighted average fully distributed shares outstanding - diluted |
145,164 |
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 $29.6
million for the three months ended March 31, 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 March 31, 2014, Premier generated net
revenue of $225.6 million, an increase of $31.5 million, or 16%, from
pro forma net revenue of $194.1 million for the same period last year.
The primary drivers of revenue growth were product sales and increased
net administrative fees from rising GPO volume in the Supply Chain
Services segment. In the Performance Services segment, revenue growth
was primarily driven by sales of informatics products, advisory services
engagements and performance improvement collaboratives.
Adjusted EBITDA for the fiscal third quarter totaled $91.3 million, an
increase of $10.1 million, or 13%, from pro forma adjusted EBITDA of
$81.2 million for the same period last year. Fiscal 2014 third-quarter
adjusted EBITDA was 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,
primarily due to stock-based compensation and acquisition-related
expenses.
Adjusted EBITDA for the third quarter of fiscal 2014 excludes the $37.9
million gain on the sale of the company's interest in Global Healthcare
Exchange, LLC, $6.3 million in expenses associated with stock-based
compensation, $1.0 million in acquisition related expenses, and $0.7
million in strategic and financial restructuring expenses, compared with
actual EBITDA. Pro forma adjusted EBITDA for the prior year results
excludes $1.4 million in expenses related to strategic and financial
restructuring costs, compared with pro forma EBITDA.
Adjusted fully distributed net income for the third quarter of fiscal
2014 rose to $47.8 million, or $0.33 per fully diluted share, from pro
forma adjusted fully distributed net income of $44.0 million, or $0.30
per fully diluted share, for the same period a year ago. Adjusted fully
distributed net income for the fiscal 2014 and 2013 third quarters
reflects the same adjustments as noted above in the adjusted EBITDA
discussion, and compares with net income attributable to shareholders of
$13.5 million and $4.2 million, respectively. 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 41% on 100% of pretax income.
On a GAAP basis, net revenue was $225.6 million for the quarter ended
March 31, 2014, compared with $223.7 million for the same period last
year. Net income totaled $102.0 million, compared with $101.1 million,
and net income attributable to shareholders was $13.5 million, compared
with $4.2 million for the same period a year ago. On a fully diluted
per-share basis, the company reported net income of $16.30, compared
with $0.73 a year ago. The GAAP per-share net income amount reflects a
non-cash positive adjustment of $517.1 million to net income
attributable to shareholders of redeemable limited partners' capital to
the redemption amount.
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 March 31, | Three Months Ended March 31, |
(in thousands) | 2014 | 2013 | % Change | 2014 | 2013 | % Change |
| Actual | Actual | | Actual | Pro Forma(a) | |
Net Revenue: |
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
Net administrative fees |
$ 108,087 |
$ 134,335 |
-20% |
$ 108,087 |
$ 104,762 |
3% |
Other services and support |
197 |
421 |
-53% |
197 |
421 |
-53% |
Services |
108,284 |
134,756 |
-20% |
108,284 |
105,183 |
3% |
Products |
58,692 |
37,160 |
58% |
58,692 |
37,160 |
58% |
Total Supply Chain Services |
166,976 |
171,916 |
-3% |
166,976 |
142,343 |
17% |
Performance Services: |
|
|
|
|
|
|
Services |
58,622 |
51,782 |
13% |
58,622 |
51,782 |
13% |
Total | $ 225,598 | $ 223,698 |
1% | $ 225,598 | $ 194,125 |
16% |
| | |
| | |
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services |
$ 91,477 |
$ 112,389 |
-19% |
$ 91,477 |
$ 82,816 |
10% |
Performance Services |
20,307 |
16,322 |
24% |
20,307 |
16,322 |
24% |
Total segment adjusted EBITDA |
111,784 |
128,711 |
-13% |
111,784 |
99,138 |
13% |
Corporate |
(20,479) |
(17,987) |
14% |
(20,479) |
(17,987) |
14% |
Total | $ 91,305 | $ 110,724 |
-18% | $ 91,305 | $ 81,151 |
13% |
|
(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 $29.6
million for the three months ended March 31, 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 third quarter ended March 31, 2014, the Supply Chain
Services segment produced net revenue of $167.0 million, an increase of
$24.7 million, or 17%, from pro forma net revenue of $142.3 million a
year ago. Revenue growth in the segment was driven largely by product
revenues, which rose $21.5 million, or 58%, to $58.7 million, primarily
due to continued member purchasing of products through the company's
direct sourcing program, and by increased specialty pharmacy revenue
resulting from growth in existing patient prescriptions, expanded
product sales to participating members, and sales of additional
limited-distribution drugs available in the portfolio. GPO net
administrative fee revenues of $108.1 million rose $3.3 million, or 3%,
from pro forma results a year ago, generally reflecting newer members
moving through the conversion cycle to the company's contract portfolio,
as well as consistent growth from existing acute and alternate-site GPO
members.
Supply Chain Services segment adjusted EBITDA of $91.5 million for the
fiscal third quarter increased $8.7 million, or 10%, from pro forma
segment adjusted EBITDA of $82.8 million for the same period a year ago.
The increase reflects growth in net administrative fee revenue, growth
in the company's direct sourcing activities and a decrease in operating
expenses.
Supply Chain Services segment net revenue totaled $167.0 million for
the fiscal third quarter, compared with segment GAAP net revenue of
$171.9 million for the same period a year ago. Segment adjusted EBITDA
was $91.5 million, compared with $112.4 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 management believes they do not
provide meaningful year-over-year comparisons.
Performance Services
For the fiscal third quarter ended March 31, 2014, the Performance
Services segment generated net revenue of $58.6 million, an increase of
$6.8 million, or 13%, from $51.8 million for the same quarter last year.
The revenue growth is attributable primarily to new informatics product
sales and from increased revenue from advisory services and performance
improvement collaboratives, including contributions related to the
company's recent SYMMEDRx, LLC and Meddius, LLC acquisitions.
Performance Services segment adjusted EBITDA was $20.3 million, an
increase of $4.0 million, or 24%, from $16.3 million for the same
quarter last year. Pro forma results do not impact the financial results
for the company's Performance Services segment. The increase in
adjusted EBITDA reflects the same factors that contributed to revenue
growth.
Results of Operations for the Nine Months Ended March 31, 2014
|
Consolidated Nine-Month Financial Highlights |
| Nine Months Ended March 31, | Nine Months Ended March 31, |
(in thousands, except per share data) | 2014 | 2013 | % Change | 2014 | 2013 | % Change |
| Actual | Pro Forma(a)
|
Net revenue: |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 505,319 |
$ 478,219 |
6% |
$ 464,056 |
$ 412,870 |
12% |
Performance Services Segment |
169,764 |
150,470 |
13% |
169,764 |
150,470 |
13% |
Total net revenue |
$ 675,083 |
$ 628,689 |
7% |
$ 633,820 |
$ 563,340 |
13% |
|
|
|
|
|
|
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services Segment |
$ 302,076 |
$ 309,745 |
-2% |
$ 260,813 |
$ 244,396 |
7% |
Performance Services Segment |
54,367 |
42,055 |
29% |
54,367 |
42,055 |
29% |
Segment adjusted EBITDA |
$ 356,443 |
$ 351,800 |
1% |
$ 315,180 |
$ 286,451 |
10% |
Corporate |
(57,399) |
(50,567) |
14% |
(57,399) |
(50,567) |
14% |
Total adjusted EBITDA |
$ 299,044 |
$ 301,233 |
-1% |
$ 257,781 |
$ 235,884 |
9% |
|
|
|
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
|
|
|
$ 135,046 |
$ 127,777 |
6% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted |
|
|
|
$ 0.93 |
$ 0.88 |
6% |
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 nine months ended March 31, 2014 and $65.3 million for the nine
months ended March 31, 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. |
The company generated pro forma net revenue of $633.8 million for the
nine-month period ended March 31, 2014, up 13% compared with pro forma
net revenue of $563.3 million for the same period last year. The
increase was driven by 12% growth in Supply Chain Services revenue and a
13% increase in Performance Services revenue, compared with a year
ago. Supply Chain Services revenue reflects a 2% rise in net
administrative fees revenue from pro forma results a year ago,
reflecting the anticipated timing lag of contract conversions among
newer member owners during the first six months of the year. Product
revenue increased 43% due to continued growth of the company's direct
sourcing and specialty pharmacy businesses. Performance Services revenue
rose 13% from the same period a year ago, primarily due to new SaaS
informatics products, revenue generated from advisory services,
performance
improvement collaboratives and integration of the company's recent
acquisitions.
Nine-month pro forma adjusted EBITDA totaled $257.8 million, up 9% when
compared with $235.9 million in the same period a year ago. Pro forma
Segment adjusted EBITDA for the Supply Chain Services business increased
7% from the same period a year ago, primarily a result of growth in net
administrative fees revenue and direct sourcing revenue, as well as a
decrease in operating expenses. Segment Adjusted EBITDA for the
Performance Services business rose 29% from the same period last year,
due to revenue growth.
Pro forma adjusted fully distributed net income totaled $135.0 million,
or $0.93 per diluted share, compared with $127.8 million, or $0.88 per
diluted share, for the same period last year.
On a GAAP basis, for the nine months ended March 31, 2014, the company
generated net revenue of $675.1 million compared with $628.7 million for
the same period last year. Adjusted EBITDA was $299.0 million, compared
with $301.2 million a year earlier. Supply Chain Services segment
revenue increased 6% from a year ago and adjusted EBITDA decreased
2%. Performance Services segment financial results are not impacted by
pro forma adjustments.
GAAP net income totaled $266.0 million, compared with $271.6 million
for the same period last year, while GAAP net income attributable to
shareholders was $19.5 million compared with $8.2 million. GAAP net loss
per diluted share was $136.07 compared with net income of $1.38 per
share a year ago, and includes an aggregate negative non-cash $3.2
billion adjustment to net income attributable to shareholders of
redeemable limited partners' capital to the redemption amount.
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 $285.9 million for the nine
months ended March 31, 2014, an increase of $23.2 million from $262.7
million for the same period a year ago. 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 $39.8 million for the nine months ended
March 31, 2014, compared with $27.9 million for the same period last
year. The increase was primarily related to capitalized internally
developed software, due to an increase in the level of projects in
development in the current year, and associated hardware. Other
investing activities in the nine-month period primarily consisted of the
first-quarter acquisitions of SYMMEDRx and Meddius for a total of $36.4
million, in the form of cash consideration. SYMMEDRx analyzes and
reduces 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. In early April, the company acquired for cash
MEMdata,
LLC, an equipment planning, sourcing and analytics business focused on
capital equipment needs for existing medical facilities, as well as
those under construction.
At March 31, 2014, the company's cash, cash equivalents and marketable
securities with maturities ranging from three to 24 months totaled
$507.3 million, consisting of $152.0 million in cash and cash
equivalents and $355.3 million in marketable securities with maturities
ranging from three to 24 months. At March 31, 2014, there was no
outstanding balance on the company's senior revolving credit facility.
Outlook and Guidance
Premier is tightening its financial guidance to reflect current
expectations of revenue and adjusted EBITDA growth for fiscal 2014,
based on assumptions of continuing contributions from both business
segments. Specifically, in Supply Chain Services, the updated guidance
assumes continued strong growth in the company's direct sourcing and
specialty pharmacy businesses accompanied by increased net
administrative fee revenues resulting from continued contract
conversions among newer members and deeper penetration of existing
members' supply spend. In the Performance Services segment, the updated
guidance assumes continued growth driven by integrated offerings of the
company's SaaS informatics products, advisory services and performance
improvement collaboratives.
Based on these assumptions, year-to-date results and the company's
current outlook, Premier tightens its original financial guidance as
follows for the full fiscal year ending June 30, 2014:
Fiscal 2014 Financial Guidance |
Premier, Inc. updates full-year fiscal 2014 financial guidance, as follows: |
|
|
Updated |
|
Previous |
(in millions, except per share data) |
FY 2014 |
YoY Change |
FY2014 |
Pro Forma Net Revenue: |
|
|
|
Supply Chain Services segment |
$628 - $635 |
12% - 14% |
$614 - $631 |
Performance Services segment |
$231 - $234 |
13% - 14% |
$231 - $238 |
Total Pro Forma Net Revenue |
$859 - $869 |
12% - 14% |
$845 - $869 |
|
|
|
|
Non-GAAP pro forma adjusted EBITDA |
$342 - $350 |
9 - 11% |
$335 - $355 |
|
|
|
|
Non-GAAP pro forma adjusted fully distributed EPS |
$1.23 - $1.27 |
NA* |
$1.20 - $1.29 |
* 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 Monday, May 12, 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 33381034. Please dial in at least
five 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 May 26,
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
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 March 31, 2014, expected to be filed with the
SEC on or about May 13, 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 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 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 pershare data) |
| | |
|
|
| Three Months Ended
March 31, | Nine Months Ended
March 31, |
| 2014 | 2013 (a) | 2014 (a) | 2013 (a) |
Net revenue: |
|
|
|
|
Net administrative fees |
$ 108,087 |
$ 134,335 |
$ 353,793 |
$ 372,454 |
Other services and support |
58,819 |
52,203 |
170,268 |
150,985 |
Services |
166,906 |
186,538 |
524,061 |
523,439 |
Products |
58,692 |
37,160 |
151,022 |
105,250 |
|
225,598 |
223,698 |
675,083 |
628,689 |
Cost of revenue: |
|
|
|
|
Services |
28,382 |
27,026 |
84,887 |
76,696 |
Products |
52,742 |
34,567 |
136,500 |
97,305 |
|
81,124 |
61,593 |
221,387 |
174,001 |
Gross profit |
144,474 |
162,105 |
453,696 |
454,688 |
Operating expenses: |
|
|
|
|
Selling, general and administrative |
73,327 |
59,965 |
209,096 |
177,133 |
Research and development |
820 |
1,789 |
2,714 |
7,799 |
Amortization of purchased intangible assets |
802 |
385 |
2,158 |
1,154 |
|
74,949 |
62,139 |
213,968 |
186,086 |
Operating income |
69,525 |
99,966 |
239,728 |
268,602 |
Equity in net income of unconsolidated affiliates |
3,566 |
2,155 |
12,171 |
8,332 |
Interest and investment income, net |
400 |
281 |
641 |
599 |
Gain on sale of investment |
37,850 |
— |
37,850 |
— |
Other income (expense), net |
52 |
(5) |
56 |
(5) |
Other income, net |
41,868 |
2,431 |
50,718 |
8,926 |
Income before income taxes |
111,393 |
102,397 |
290,446 |
277,528 |
Income tax expense |
9,413 |
1,255 |
24,461 |
5,938 |
Net income | 101,980 | 101,142 | 265,985 | 271,590 |
Net (income) loss attributable to noncontrolling interest in S2S Global |
(530) |
347 |
(477) |
1,046 |
Net income attributable to noncontrolling interest in Premier LP |
(87,925) |
(97,260) |
(246,055) |
(264,463) |
Net income attributable to noncontrolling interest |
(88,455) |
(96,913) |
(246,532) |
(263,417) |
Net income attributable to shareholders |
13,525 |
4,229 |
19,453 |
8,173 |
Adjustment to redeemable limited partners' capital to redemption amount |
517,063 |
— |
(3,202,749) |
— |
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $ 530,588 | $ 4,229 | $ (3,183,296) | $ 8,173 |
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
Basic |
32,375 |
5,757 |
23,394 |
5,921 |
Diluted |
32,556 |
5,757 |
23,394 |
5,921 |
Earnings (loss) per share attributable to shareholders (b): |
|
|
|
|
Basic |
$ 16.39 |
$ 0.73 |
$ (136.07) |
$ 1.38 |
Diluted |
$ 16.30 |
$ 0.73 |
$ (136.07) |
$ 1.38 |
|
|
|
|
|
(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 $517.1 million and
$(3,202.7) million for the three and nine months ended March 31, 2014,
respectively. |
|
|
|
|
|
|
|
|
|
|
Premier, Inc. |
Consolidated Balance Sheets |
(In thousands, except share data) |
|
|
|
| March 31, 2014 | June 30, 2013* |
|
(Unaudited) |
|
Assets |
|
|
Cash and cash equivalents |
$ 152,040 |
$ 198,296 |
Marketable securities |
115,620 |
57,323 |
Accounts receivable |
72,311 |
62,162 |
Inventories |
19,280 |
12,741 |
Prepaid expenses and other current assets |
22,974 |
25,466 |
Due from related party |
1,446 |
1,650 |
Deferred tax assets |
11,334 |
8,403 |
Total current assets |
395,005 |
366,041 |
Property and equipment |
128,523 |
115,587 |
Restricted cash |
5,000 |
5,000 |
Marketable securities |
239,719 |
— |
Deferred tax assets |
292,303 |
15,077 |
Goodwill |
90,285 |
61,410 |
Intangible assets |
9,870 |
4,292 |
Other assets |
39,166 |
31,509 |
Total assets |
$ 1,199,871 |
$ 598,916 |
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' equity |
|
|
Accounts payable |
$ 23,813 |
$ 21,788 |
Accrued expenses |
37,061 |
28,883 |
Revenue share obligations |
54,605 |
10,532 |
Limited partners' distribution payable |
21,352 |
— |
Accrued compensation and benefits |
36,851 |
51,359 |
Deferred revenue |
19,581 |
18,880 |
Current portion of tax receivable agreement |
6,966 |
— |
Current portion of notes payable and line of credit |
18,968 |
12,149 |
Other current liabilities |
8,519 |
1,557 |
Total current liabilities |
227,716 |
145,148 |
Notes payable, less current portion |
18,790 |
22,468 |
Tax receivable agreement, less current portion |
179,111 |
— |
Deferred compensation plan obligations |
30,318 |
24,081 |
Deferred rent |
15,944 |
15,779 |
Other long-term liabilities |
5,864 |
6,037 |
Total liabilities |
477,743 |
213,513 |
|
|
|
Redeemable limited partners' capital |
3,669,325 |
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; 32,374,942 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 |
(2,946,265) |
50,599 |
Accumulated other comprehensive loss |
21 |
— |
Noncontrolling interest |
(1,277) |
(1,754) |
Total stockholders' (deficit) equity |
(2,947,197) |
77,768 |
Total liabilities, redeemable limited partners' capital and stockholders' (deficit) equity |
$ 1,199,871 |
$ 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) |
|
|
|
| Nine months ended March 31, |
| 2014* | 2013* |
| |
Operating activities |
|
|
Net income |
$ 265,985 |
$ 271,590 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
29,110 |
20,952 |
Equity in net income of unconsolidated affiliates |
(12,171) |
(8,332) |
Gain on sale of investment |
(37,850) |
— |
Deferred taxes |
2,833 |
2,119 |
Stock-based compensation |
13,118 |
— |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, prepaid expenses and other current assets |
(17,872) |
(3,961) |
Other assets |
(1,749) |
(8,377) |
Inventories |
(6,539) |
(1,858) |
Accounts payable, accrued expenses and other current liabilities |
51,265 |
(12,706) |
Long-term liabilities |
(8) |
3,313 |
Other operating activities |
(253) |
5 |
Net cash provided by operating activities | 285,869 | 262,745 |
Investing activities |
|
|
Purchase of marketable securities |
(369,122) |
(40,029) |
Proceeds from sale of marketable securities |
71,459 |
91,379 |
Proceeds from sale on ivestment in Global Healthcare Exchange, LLC |
37,850 |
— |
Acquisition of SYMMEDRx, net of cash acquired |
(28,690) |
— |
Acquisition of Meddius, net of owner note receivable |
(7,737) |
— |
Distributions received on equity investment |
10,650 |
9,910 |
Purchases of property and equipment |
(39,842) |
(27,899) |
Other investing activities |
— |
(1,000) |
Net cash (used in) provided by investing activities | (325,432) | 32,361 |
Financing activities |
|
|
Payments made on notes payable |
(5,121) |
(8,021) |
Proceeds from S2S Global revolving line of credit |
6,000 |
4,250 |
Proceeds from senior secured line of credit |
60,000 |
10,000 |
Payments on senior secured line of credit |
(60,000) |
(10,000) |
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 |
12,706 |
— |
Repurchase of restricted units |
(4) |
— |
Distributions to limited partners of Premier LP |
(298,388) |
(314,907) |
Net cash provided by (used in) financing activities | (6,693) | (318,678) |
Net (decrease) increase in cash and cash equivalents |
(46,256) |
(23,572) |
Cash and cash equivalents at beginning of year |
198,296 |
140,822 |
Cash and cash equivalents at end of year | $ 152,040 | $ 117,250 |
|
|
|
* 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
March 31, | Nine Months Ended
March 31, |
| 2014* | 2013 | 2014 | 2013 |
| | | | |
Reconciliation of Pro Forma Net Revenue to Net Revenue: | | |
|
|
Pro Forma Net Revenue |
$ 225,598 |
$ 194,125 |
$ 633,820 |
$ 563,340 |
Pro forma adjustment for revenue share post-IPO |
— |
29,573 |
41,263 |
65,349 |
Net Revenue |
$ 225,598 |
$ 223,698 |
$ 675,083 |
$ 628,689 |
|
Reconciliation of Pro Forma Adjusted EBITDA and Segment Adjusted EBITDA to Net Income and Operating Income: |
| | | | |
Net income |
$ 101,980 |
$ 101,142 |
$ 265,985 |
$ 271,590 |
Pro forma adjustment for revenue share post-IPO |
— |
(29,573) |
(41,263) |
(65,349) |
Interest and investment income, net |
(400) |
(281) |
(641) |
(599) |
Income tax expense |
9,413 |
1,255 |
24,461 |
5,938 |
Depreciation and amortization |
9,396 |
6,789 |
26,952 |
19,798 |
Amortization of purchased intangible assets |
802 |
385 |
2,158 |
1,154 |
Pro Forma EBITDA |
121,191 |
79,717 |
277,652 |
232,532 |
Stock-based compensation |
6,299 |
— |
13,118 |
— |
Acquisition related expenses |
984 |
— |
1,303 |
— |
Strategic and financial restructuring expenses |
733 |
1,429 |
3,614 |
3,347 |
Gain on sale of investment |
(37,850) |
— |
(37,850) |
— |
Other (income) expense, net |
(52) |
5 |
(56) |
5 |
Pro Forma Adjusted EBITDA |
$ 91,305 |
$ 81,151 |
$ 257,781 |
$ 235,884 |
|
|
|
|
|
Pro Forma Adjusted EBITDA |
$ 91,305 |
$ 81,151 |
$ 257,781 |
$ 235,884 |
Depreciation and amortization |
(9,396) |
(6,789) |
(26,952) |
(19,798) |
Amortization of purchased intangible assets |
(802) |
(385) |
(2,158) |
(1,154) |
Stock-based compensation |
(6,299) |
— |
(13,118) |
— |
Acquisition related expenses |
(984) |
— |
(1,303) |
— |
Strategic and financial restructuring expenses |
(733) |
(1,429) |
(3,614) |
(3,347) |
Equity in net income of unconsolidated affiliates |
(3,566) |
(2,155) |
(12,171) |
(8,332) |
|
69,525 |
70,393 |
198,465 |
203,253 |
Pro forma adjustment for revenue share post-IPO |
— |
29,573 |
41,263 |
65,349 |
Operating income | $ 69,525 | $ 99,966 | $ 239,728 | $ 268,602 |
|
Reconciliation of Non-GAAP Adjusted Fully Distributed Net Income: |
|
|
|
|
|
Non-GAAP Adjusted Fully Distributed Net Income (pro forma): | | | | |
Net income attributable to shareholders |
$ 13,525 |
$ 4,229 |
$ 19,453 |
$ 8,173 |
Pro forma adjustment for revenue share post-IPO |
— |
(29,573) |
(41,263) |
(65,349) |
Income tax expense |
9,413 |
1,255 |
24,461 |
5,938 |
Stock-based compensation |
6,299 |
— |
13,118 |
— |
Gain on sale of investment |
(37,850) |
— |
(37,850) |
— |
Acquisition related expenses |
984 |
— |
1,303 |
— |
Strategic and financial restructuring expenses |
733 |
1,429 |
3,614 |
3,347 |
Net income attributable to noncontrolling interest in Premier LP |
87,925 |
97,260 |
246,055 |
264,463 |
Non-GAAP adjusted fully distributed income before income taxes |
81,029 |
74,600 |
228,891 |
216,572 |
Income tax expense on fully distributed income before income taxes |
33,222 |
30,586 |
93,845 |
88,795 |
Non-GAAP adjusted fully distributed net income (pro forma) | $ 47,807 | $ 44,014 | $ 135,046 | $ 127,777 |
|
* Note that actual results are presented for the three months ended March 31, 2014 |