CHARLOTTE, N.C., Nov. 10, 2014 (GLOBE NEWSWIRE) -- Premier, Inc.
(Nasdaq:PINC) today reported financial results for the fiscal 2015 first
quarter ended September 30, 2014.
Fiscal First-Quarter Highlights:
-
Net revenue of $229.3 million increased 15% from prior-year non-GAAP
pro forma net revenue - Supply Chain Services segment revenue rose 16%
over prior-year non-GAAP pro forma segment revenue and Performance
Services segment revenue increased 11% over prior-year segment revenue.
GAAP net revenue* for the same period a year ago was of $240.6 million.
-
Adjusted EBITDA of $90.5 million increased 9% from prior-year non-GAAP
pro forma adjusted EBITDA - Supply Chain Services segment adjusted
EBITDA increased 8% over prior-year non-GAAP pro forma Adjusted EBITDA
and Performance Services segment Adjusted EBITDA rose 12% over
prior-year segment adjusted EBITDA.
-
Adjusted fully distributed net income increased 6% from non-GAAP pro
forma results a year ago to $47.8 million, or $0.33 per diluted share.
GAAP net income* attributable to shareholders was $9.3 million, compared
with a GAAP net loss of $0.5 million the prior year.
-
At September 30, 2014, Premier's cash, cash equivalents and short- and
long-term marketable securities totaled $398.2 million and the company
has access to its entire unsecured $750.0 million, five-year revolving
credit facility.
* Non-GAAP pro forma results reflect the impact of the company's Reorganization and Initial Public Offering (IPO).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 non-GAAP pro forma
results.
"We are pleased to report a strong start to fiscal 2015," said Susan
DeVore, president and chief executive officer. "Premier's first-quarter
financial performance exceeded our expectations for revenue and adjusted
EBITDA growth. Based on our year-to-date execution and outlook for the
remainder of the fiscal year, we are affirming our full-year financial
guidance, which projects a consolidated net revenue increase of 11% to
14% over prior-year non-GAAP pro forma results, a Supply Chain Services
segment revenue increase of 8% to 11% over prior-year non-GAAP pro forma
results, a Performance Services segment revenue increase of 21% to 24%,
growth in adjusted EBITDA of 8% to 11% over prior-year non-GAAP pro
forma results, and 7% to 11% growth in adjusted fully distributed
earnings per share over prior-year non-GAAP pro forma results.
"During the quarter, we continued to win new business, grow market
share and expand relationships with existing members, due to the depth
and scope of our product and service offerings," DeVore continued.
"Supply Chain Services segment revenue grew as a result of increased
utilization of our direct sourcing and specialty pharmacy businesses, as
well as continued strength in net administrative fees revenue from our
GPO (group purchasing organization). This was driven by new member
conversions and higher utilization of our GPO contracts by existing
acute and alternate-site members.
"The increase in Performance Services segment revenue resulted from
across-the-board growth in SaaS-based informatics products, including
PremierConnect® Enterprise and population health, advisory
services engagements, and performance improvement collaboratives,"
DeVore said. "Our Aperek and TheraDoc acquisitions closed on August 29th and September 1st,
respectively, and we are excited by the expanding growth opportunities
and revenue contributions that we anticipate from these acquisitions as
the year progresses.
"Premier's proven ability to provide integrated, actionable
intelligence across our supply chain, informatics and advisory services
businesses delivers measurable solutions to the pressing cost, quality,
safety and population health challenges facing healthcare providers
today and as they prepare for the future," DeVore added. "We believe
this comprehensive approach is unique in the healthcare services market
today, and is a testament to the leadership position that we continue to
earn as we transform the way healthcare is delivered in our country. As
we move forward, we intend to further expand and leverage these
capabilities through our aligned delivery channel and collaborative
member relationships, as we strive to provide continuous effective
solutions to the marketplace and achieve continued profitable growth for
our company and long-term performance for our shareholders."
Results of Operations for the First Quarter of Fiscal 2015
|
Consolidated First-Quarter Financial Highlights |
| Three Months Ended September 30, |
(in thousands, except per share data) | 2014 | 2013 | % Change |
|
| Non-GAAP | |
| Actual | Pro Forma(a) | |
Net revenue: |
|
|
|
Supply Chain Services Segment |
$ 170,302 |
$ 146,195 |
16% |
Performance Services Segment |
59,006 |
53,118 |
11% |
Total net revenue |
$ 229,308 |
$ 199,313 |
15% |
|
|
|
|
Adjusted EBITDA (b) |
|
|
|
Supply Chain Services Segment |
$ 91,268 |
$ 84,217 |
8% |
Performance Services Segment |
18,362 |
16,329 |
12% |
Segment adjusted EBITDA |
$ 109,630 |
$ 100,546 |
9% |
Corporate |
(19,112) |
(17,475) |
9% |
Total adjusted EBITDA |
$ 90,518 |
$ 83,071 |
9% |
|
|
|
|
Non-GAAP adjusted fully distributed net income (b) |
$ 47,765 |
$ 45,089 |
6% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted (b) |
$ 0.33 |
$ 0.31 |
6% |
Weighted average fully distributed shares outstanding - diluted |
144,712 |
145,009 |
|
|
|
|
|
(a) Reflects
the impact of the Company's Reorganization and IPO on the Supply Chain
Services segment as a result of the 30% revenue share to owner members
after the Reorganization and IPO. The impact of the non-GAAP pro forma
adjustment on both Supply Chain Services net revenue and segment
adjusted EBITDA was $41.3 million for the three months ended September
30, 2013. Non-GAAP 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 September 30, 2014, Premier generated net
revenue of $229.3 million, an increase of $30.0 million, or 15%, from
non-GAAP pro forma net revenue of $199.3 million for the same period a
year ago. The revenue was comprised of $170.3 million in Supply Chain
Services segment revenue and $59.0 million in Performance Services
segment revenue.
Adjusted EBITDA for the fiscal first quarter totaled $90.5 million, an
increase of $7.4 million, or 9%, from non-GAAP pro forma adjusted EBITDA
of $83.1 million for the same period last year. Fiscal 2015
first-quarter adjusted EBITDA was fueled by revenue growth in both of
the company's business segments.
Adjusted fully distributed net income for the first quarter of fiscal
2015 rose to $47.8 million, or $0.33 per fully diluted share, from
non-GAAP pro forma adjusted fully distributed net income of $45.1
million, or $0.31 per fully diluted share, for the same period a year
ago. Adjusted fully distributed earnings per share is a non-GAAP measure
that represents net income, adjusted for non-recurring and non-cash
items, attributable to all shareholders as if all Class B shareholders
have converted to Class A shareholders, and reflects income taxes at an
estimated effective rate of approximately 40% on 100% of pretax
income.
On a GAAP basis, net revenue was $229.3 million for the quarter ended
September 30, 2014, compared with $240.6 million for the same period
last year. Net income for the quarter totaled $64.9 million, compared
with $112.5 million for the same quarter a year ago, and net income
attributable to shareholders was $9.3 million, compared with a loss of
$0.5 million for the same period a year ago. In accordance with GAAP,
the per share net loss includes a non-cash negative adjustment of $382.7
million to GAAP net income attributable to shareholders to reflect
redeemable limited partners' capital at the appropriate redemption
amount at the end of the period as a result of the benefit obtained by
limited partners through the ownership of Class B common units. On a
fully diluted per-share basis, the company reported a net loss of
$11.53, compared with a net loss of $0.08 a year ago. (See income
statement in the tables section of this press release.) Note:
Comparisons of GAAP results are impacted by the changes associated with
the Reorganization and IPO, as described below, and therefore,
management believes they do not provide meaningful year-over-year
comparisons.
Segment Results
|
|
|
|
|
|
Segment Results | Three Months Ended September 30, | Three Months Ended September 30, |
(in thousands) | 2014 | 2013 | % Change | 2014 | 2013 | % Change |
|
|
|
|
| Non-GAAP |
|
| Actual | Actual |
| Actual | Pro Forma(a) |
|
Net Revenue: |
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
Net administrative fees |
$ 106,523 |
$ 143,576 |
-26% |
$ 106,523 |
$ 102,313 |
4.1% |
Other services and support |
215 |
134 |
60% |
215 |
134 |
60% |
Services |
106,738 |
143,710 |
-26% |
106,738 |
102,447 |
4% |
Products |
63,564 |
43,748 |
45% |
63,564 |
43,748 |
45% |
Total Supply Chain Services |
170,302 |
187,458 |
-9% |
170,302 |
146,195 |
16% |
Performance Services: |
|
|
|
|
|
|
Services |
59,006 |
53,118 |
11% |
59,006 |
53,118 |
11% |
Total | $ 229,308 | $ 240,576 |
-5% | $ 229,308 | $ 199,313 |
15% |
|
|
|
|
|
|
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
Supply Chain Services |
$ 91,268 |
$ 125,480 |
-27% |
$ 91,268 |
$ 84,217 |
8% |
Performance Services |
18,362 |
16,329 |
12% |
18,362 |
16,329 |
12% |
Total segment adjusted EBITDA |
109,630 |
141,809 |
-23% |
109,630 |
100,546 |
9% |
Corporate |
(19,112) |
(17,475) |
9% |
(19,112) |
(17,475) |
9% |
Total | $ 90,518 | $ 124,334 |
-27% | $ 90,518 | $ 83,071 |
9% |
|
|
|
|
|
|
|
(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 non-GAAP pro forma
adjustment on both Supply Chain Services net revenue and segment
adjusted EBITDA was $41.3 million for the three months ended September
30, 2013. Non-GAAP 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 first quarter ended September 30, 2014, the Supply Chain
Services segment generated net revenue of $170.3 million, an increase
of $24.1 million, or 16%, from non-GAAP pro forma segment net revenue of
$146.2 million a year ago. Revenue growth was driven by direct sourcing
and specialty pharmacy revenues, which increased $19.9 million, or 45%,
to $63.6 million, primarily from the ongoing expansion of member
support for the company's direct sourcing and specialty pharmacy
businesses. GPO net administrative fees revenue of $106.5 million
increased $4.2 million, or 4.1%, from non-GAAP pro forma results a year
ago, reflecting the impact of new member conversion to the company's
contract portfolio, as well as growth from existing acute and
alternate-site GPO members.
Supply Chain Services segment adjusted EBITDA of $91.3 million for the
fiscal 2015 first quarter increased $7.1 million, or 8%, from non-GAAP
pro forma segment adjusted EBITDA of $84.2 million for the same period a
year ago. The increase largely reflects growth in net administrative
fees revenue, as well as growth in the company's direct sourcing
activities, and continued effective management of operating expenses.
Supply Chain Services segment net revenue of $170.3 million for the
fiscal 2015 first quarter compares with segment GAAP net revenue of
$187.5 million for the same period a year ago. Segment adjusted EBITDA
of $91.3 million compares with $125.5 million for the same period a year
ago. Note: declines from the year-ago period are a function of the
changes described with the non-GAAP pro forma results as a result of the
company's Reorganization and IPO, and management believes they do not
provide meaningful year-over-year comparisons.
Performance Services
For the fiscal first quarter ended September 30, 2014, the Performance
Services segment generated net revenue of $59.0 million, an increase of
$5.9 million, or 11%, from $53.1 million for the same quarter last year.
Revenue growth, which was consistent with management's expectations,
was due to increased sales and renewals of SaaS-based informatics
product subscriptions, including the company's PremierConnect Enterprise
and population health offerings, as well as increased revenue from
advisory services and performance improvement collaboratives. It also
includes one month of contributions related to the acquisitions of
Aperek and TheraDoc. Performance Services segment revenue growth can be
impacted by potential quarterly variability related to timing of revenue
recognition as a result of increased demand and growth in advisory
services engagements.
Performance Services segment adjusted EBITDA was $18.4 million for the
fiscal 2015 first quarter, an increase of approximately $2.0 million, or
12%, from $16.3 million for the same quarter last year. The increase in
adjusted EBITDA reflects the same factors that contributed to revenue
growth as well as the impact of investments in personnel to deliver
anticipated growth for the remainder of the fiscal year. Note: Non-GAAP pro forma results do not impact the financial results for the company's Performance Services segment.
Cash Flows and Liquidity
Cash provided by operating activities was $45.9 million for the fiscal
first quarter ended September 30, 2014, a decrease of $20.9 million from
$66.8 million for the same quarter a year ago. Operating cash flows
decreased primarily due to lower net income related to the addition of
member owner revenue share as a result of the Reorganization and IPO and
the payment of annual employee incentive compensation following
completion of the June fiscal year end. At September 30, 2014, the
company's cash, cash equivalents, short- and long-term marketable
securities totaled $398.2 million, compared with $132.9 million at
September 30, 2013, and consisted of $94.5 million in cash and cash
equivalents and $303.7 million in marketable securities with maturities
ranging from three to 24 months.
At September 30, 2014, there was no outstanding balance on the
company's unsecured $750 million, five-year revolving credit facility.
Fiscal 2015 Outlook and Guidance
Based on Premier's first-quarter performance, current outlook and
visibility into the current revenue stream, Premier believes it is well
positioned financially and operationally for fiscal 2015, and affirms
its fiscal-year financial guidance, which was introduced on August 25,
2014.
|
Fiscal 2015 Financial Guidance (1) |
|
|
|
Premier, Inc. affirms full-year fiscal 2015 financial guidance, as follows: |
|
|
Non-GAAP |
|
|
Pro Forma |
(in millions, except per share data) |
FY 2015 |
% YoY Change |
Net Revenue: |
|
|
Supply Chain Services segment |
$688.0 -- $707.0 |
8% - 11% |
Performance Services segment |
$281.0 -- $288.0 |
21% - 24% |
Total Net Revenue |
$969.0 -- $995.0 |
11% - 14% |
|
|
|
Non-GAAP adjusted EBITDA |
$379.0 -- $390.0 |
8% - 11% |
|
|
|
Non-GAAP adjusted fully distributed EPS |
$1.39 -- $1.44 |
7% - 11% |
(1) Guidance
is based on comparisons with prior-year non-GAAP pro forma results,
which have been adjusted to reflect the impact of the company's
reorganization and IPO. |
|
Guidance assumptions are consistent with those provided with the
introduction of full-year fiscal 2015 guidance on August 25, 2014,
including:stable growth in the Supply Chain Services segment through the
continued, but more normalized growth of the company's direct sourcing
and specialty pharmacy businesses, the addition and contract conversion
ramp-up of new GPO members, and deeper penetration of existing members'
supply spend; increased product and services sales in the Performance
Services segment, including sales and use of SaaS-based products,
increased member participation in performance improvement collaboratives
and increased demand for advisory services; and the continuation of
historically high retention rates of Premier's GPO and SaaS informatics
product members.
Guidance assumptions do not contemplate the impact of any potential
future acquisitions. For fiscal 2015, Premier continues to expect
capital expenditures of approximately $63.0 million and a consolidated
EBITDA margin of approximately 40%.
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, November 10, 2014, at 5:00 p.m. ET, to discuss the company's
financial results. The conference call can be accessed through a link
provided on the investor relations page on Premier's website at investors.premierinc.com.
Those wishing to participate in the call should dial 855-601-0048
(international callers should dial 702-495-1234 and provide the operator
with conference ID number 26171098. The company encourages listeners to
dial in at least five minutes before the start of the call to ensure
proper connection. A replay of the conference call will be available
beginning approximately two hours after the completion of the conference
call through
November 24, 2014, by dialing 800-585-8367 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 3,400 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, 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, at that time, 77.7% of the common stock
outstanding, and corresponding Class B common units in Premier
Healthcare Alliance, L.P. (Premier LP) to its 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 non-GAAP 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 non-GAAP pro forma adjustments include:
-
The reorganization, which included the formation of a C-Corporation
and the sale of approximately 22.3% of the member's partnership
interests to the public through the issuance of Premier Class A common
stock, with the member owners retaining their approximately 77.7%
ownership interest in the form of Premier LP Class B common units and an
equal number 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 supplemental non-GAAP pro forma financial information provided below.
Further details of the Reorganization and non-GAAP pro forma
adjustments are in Premier's Form 10-K for the fiscal year ended June
30, 2014, filed with the Securities and Exchange Commission (SEC) on
September 4, 2014, and accessible on the SEC's website at www.sec.gov and in the investor relations section of Premier's website at investors.premierinc.com.
Use and Definition of Non-GAAP Measures
Premier uses adjusted EBITDA, segment adjusted EBITDA and adjusted
fully distributed net income to facilitate a comparison of the company's
operating performance on a consistent basis from period to period that,
when viewed in combination with its results prepared in accordance with
GAAP, provides a more complete understanding of factors and trends
affecting the company's business than GAAP measures alone. The company
believes adjusted EBITDA and segment adjusted EBITDA assist its board of
directors, management and investors in comparing the company's
operating performance on a consistent basis from period to period
because they remove the impact of the company's asset base (primarily
depreciation and amortization) and items outside the control of
management (taxes), as well as other non-cash (impairment of intangible
assets and purchase accounting adjustments) and non-recurring items,
from operations.
In addition, adjusted fully distributed net income eliminates the
variability of non-controlling interest as a result of member owner
exchanges of Class B common stock and corresponding Class B units into
shares of Class A common stock (which exchanges are a member owner's
cumulative right, but not obligation, beginning on October 31, 2014, and
each year thereafter, and are limited to one-seventh of the member
owner's initial allocation of Class B common units) and other
potentially dilutive equity transactions which are outside of
management's control. Adjusted fully distributed net income is defined
as net income attributable to PHSI (i) excluding income tax expense,
(ii) excluding the effect of non-recurring and non-cash items, (iii)
assuming the exchange of all the Class B common units for 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 non-GAAP pro forma fully distributed net income before income taxes
at the company's estimated effective income tax rate.
EBITDA is defined as net income before interest and investment income,
net, income tax expense, depreciation and amortization and amortization
of purchased intangible assets. Adjusted EBITDA is defined as EBITDA
before merger and acquisition related expenses and non-recurring,
non-cash or non-operating items, and including equity in net income of
unconsolidated affiliates. Non-recurring items include certain strategic
and financial restructuring expenses. Non-operating items include gain
or loss on disposal of assets. Segment adjusted EBITDA is defined as the
segment's net revenue less operating expenses directly attributable to
the segment, excluding depreciation and amortization, amortization of
purchased intangible assets, merger and acquisition related expenses and
non-recurring or non-cash items, and including equity in net income of
unconsolidated affiliates. Operating expenses
directly attributable to the segment include expenses associated with
sales and marketing, general and administrative and product development
activities specific to the operation of each segment. General and
administrative corporate expenses that are not specific to a particular
segment are not included in the calculation of segment adjusted EBITDA.
Adjusted EBITDA is a supplemental financial measure used by the company
and by external users of the company's financial statements.
Management considers adjusted EBITDA an indicator of the operational
strength and performance of the company's business. Adjusted EBITDA
allows management to assess performance without regard to financing
methods and capital structure and without the impact of other matters
that management does not consider indicative of the operating
performance of the business. Segment adjusted EBITDA is the primary
earnings measure used by management to evaluate the performance of the
company's business segments.
Forward-Looking Statements
Statements made in this release that are not statements of historical
or current facts, such as those under the 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
"Cautionary Note Regarding Forward Looking Statements," "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of Premier's periodic and current
filings with the SEC, including those discussed under the "Risk Factors"
and "Cautionary Note Regarding Forward Looking Statements" section of
Premier's Form 10-K for the year ended June 30, 2014, filed with the SEC
on September 4, 2014, and also made available on
Premier's website at investors.premierinc.com.
Forward looking statements speak only as of the date they are made, and
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.
|
Consolidated Statements of Income |
(Unaudited) |
(In thousands, except per share data) |
|
|
|
| Three Months Ended
September 30, |
| 2014 | 2013 (a) |
Net revenue: |
|
|
Net administrative fees |
$ 106,523 |
$ 143,576 |
Other services and support |
59,221 |
53,252 |
Services |
165,744 |
196,828 |
Products |
63,564 |
43,748 |
Net revenue |
229,308 |
240,576 |
Cost of revenue: |
|
|
Services |
32,764 |
27,488 |
Products |
57,257 |
40,038 |
Cost of revenue |
90,021 |
67,526 |
Gross profit |
139,287 |
173,050 |
Operating expenses: |
|
|
Selling, general and administrative |
71,166 |
62,643 |
Research and development |
1,073 |
852 |
Amortization of purchased intangible assets |
903 |
601 |
Total operating expenses |
73,142 |
64,096 |
Operating income |
66,145 |
108,954 |
Equity in net income of unconsolidated affiliates |
4,866 |
4,114 |
Interest and investment income, net |
191 |
220 |
Other (expense) income, net |
(504) |
4 |
Other income, net |
4,553 |
4,338 |
Income before income taxes |
70,698 |
113,292 |
Income tax expense |
5,811 |
764 |
Net income | 64,887 | 112,528 |
Net (income) loss attributable to noncontrolling interest in S2S Global |
(798) |
210 |
Net income attributable to noncontrolling interest in Premier LP |
(54,816) |
(113,214) |
Net income attributable to noncontrolling interest |
(55,614) |
(113,004) |
Net income (loss) attributable to shareholders |
9,273 |
(476) |
Adjustment of redeemable limited partners' capital to redemption amount |
(382,657) |
— |
Net loss attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $ (373,384) | $ (476) |
|
|
|
Weighted average shares outstanding: |
|
|
Basic |
32,376 |
5,627 |
Diluted |
32,376 |
5,627 |
Loss per share attributable to shareholders (b): |
|
|
Basic |
$ (11.53) |
$ (0.08) |
Diluted |
$ (11.53) |
$ (0.08) |
|
|
|
(a)
After the completion of the Reorganization, Premier Healthcare
Solutions, Inc. (PHSI) became a consolidated subsidiary of Premier,
Inc. Operating results for the three months ended September 30, 2013
reflect the combined results of PHSI, the predecessor of the Company for
accounting purposes, and Premier, Inc. These operating results differ
significantly from subsequent periods, which reflect the impact of the
Reorganization and IPO that became effective October 1, 2013. |
(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 $382.7 million for the three months
ended September 30, 2014. |
|
Consolidated Balance Sheets |
(In thousands, except share and per share data) |
|
|
|
| September 30, 2014 | June 30, 2014 |
|
(Unaudited) |
(Audited) |
Assets |
|
|
Cash and cash equivalents |
$ 94,522 |
$ 131,786 |
Marketable securities |
174,116 |
159,820 |
Accounts receivable |
81,027 |
67,577 |
Inventories |
22,480 |
20,823 |
Prepaid expenses and other current assets |
44,596 |
31,175 |
Due from related parties |
1,416 |
1,228 |
Deferred tax assets |
8,456 |
9,647 |
Total current assets |
426,613 |
422,056 |
Property and equipment |
139,277 |
134,551 |
Restricted cash |
5,000 |
5,000 |
Marketable securities |
129,579 |
248,799 |
Deferred tax assets |
277,960 |
286,936 |
Goodwill |
214,625 |
94,451 |
Intangible assets |
45,966 |
10,855 |
Other assets |
43,925 |
44,008 |
Total assets |
$ 1,282,945 |
$ 1,246,656 |
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' deficit |
|
|
Accounts payable |
$ 25,993 |
$ 28,007 |
Accrued expenses |
27,799 |
25,536 |
Revenue share obligations |
51,962 |
56,531 |
Limited partners' distribution payable |
22,691 |
22,351 |
Accrued compensation and benefits |
26,833 |
46,713 |
Deferred revenue |
23,932 |
15,694 |
Current portion of tax receivable agreements |
10,970 |
11,035 |
Current portion of notes payable and line of credit |
17,872 |
17,696 |
Other current liabilities |
3,123 |
319 |
Total current liabilities |
211,175 |
223,882 |
Notes payable, less current portion |
17,227 |
16,051 |
Tax receivable agreement, less current portion |
180,248 |
181,256 |
Deferred compensation plan obligations |
33,098 |
32,872 |
Deferred rent |
15,999 |
15,960 |
Other long-term liabilities |
2,216 |
2,272 |
Total liabilities |
459,963 |
472,293 |
|
|
|
Redeemable limited partners' capital |
3,659,514 |
3,244,674 |
|
|
|
Stockholders' deficit: |
|
|
Series A Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding |
— |
— |
PHSI Common stock, $0.01 par value, 12,250,000 shares authorized; no shares issued and outstanding |
— |
— |
Class A common stock, $0.01 par value, 500,000,000 shares
authorized; 32,383,848 and 32,375,390 shares issued and outstanding at
September 30, 2014 and June 30, 2014, respectively |
324 |
324 |
Class B common stock, $0.000001 par value, 600,000,000 shares
authorized; 111,866,539 and 112,510,905 shares issued and outstanding at
September 30, 2014 and June 30, 2014, respectively |
— |
— |
Additional paid-in-capital |
— |
— |
PHSI Common stock subscribed, 0 shares at September 30, 2014 and June 30, 2014 |
— |
— |
Subscriptions receivable |
— |
— |
Accumulated deficit |
(2,836,874) |
(2,469,873) |
Accumulated other comprehensive income |
25 |
43 |
Noncontrolling interest |
(7) |
(805) |
Total stockholders' deficit |
(2,836,532) |
(2,470,311) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit |
$ 1,282,945 |
$ 1,246,656 |
|
Consolidated Statements of Cash Flows |
(Unaudited) |
(In thousands) |
|
|
|
| Three Months Ended September 30, |
| 2014 | 2013* |
|
|
|
Operating activities |
|
|
Net income |
$ 64,887 |
$ 112,528 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
11,211 |
8,957 |
Equity in net income of unconsolidated affiliates |
(4,866) |
(4,114) |
Deferred taxes |
4,409 |
2,461 |
Stock-based compensation |
6,439 |
325 |
Adjustment to tax receivable agreement liability |
1,073 |
— |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, prepaid expenses and other current assets |
(17,590) |
(8,582) |
Other assets |
128 |
(10) |
Inventories |
(1,657) |
— |
Accounts payable, accrued expenses revenue share obligations and other current liabilities |
(17,732) |
(44,205) |
Long-term liabilities |
(1,025) |
(590) |
Other operating activities |
596 |
22 |
Net cash provided by operating activities | 45,873 | 66,792 |
Investing activities |
|
|
Purchase of marketable securities |
(34,412) |
(19,151) |
Proceeds from sale of marketable securities |
138,660 |
18,974 |
Acquisition of SYMMEDRx, net of cash acquired |
— |
(28,740) |
Acquisition of Aperek, net of cash acquired |
(47,446) |
— |
Acquisition of TheraDoc, net of cash acquired |
(108,561) |
— |
Distributions received on equity investment |
5,050 |
— |
Purchases of property and equipment |
(14,360) |
(12,299) |
Other investing activities |
481 |
— |
Net cash used in investing activities | (60,588) | (41,216) |
Financing activities |
|
|
Payments made on notes payable |
(322) |
(1,475) |
Proceeds from S2S Global revolving line of credit |
200 |
— |
Proceeds from senior secured line of credit |
— |
63,800 |
Payments made in connection with the IPO |
— |
(2,822) |
Proceeds from issuance of PHSI common stock |
— |
300 |
Repurchase of restricted units |
(19) |
— |
Distributions to limited partners of Premier LP |
(22,408) |
(208,324) |
Net cash used in financing activities | (22,549) | (148,521) |
Net decrease in cash and cash equivalents |
(37,264) |
(122,945) |
Cash and cash equivalents at beginning of period |
131,786 |
198,296 |
Cash and cash equivalents at end of period | $ 94,522 | $ 75,351 |
|
|
|
* After the completion of the Reorganization, Premier Healthcare
Solutions, Inc. (PHSI) became a consolidated subsidiary of Premier,
Inc. The Statement of Cash Flows for the three months ended September
30, 2013 reflects the combined cash flows of PHSI, the predecessor of
the Company for accounting purposes, and Premier, Inc. |
|
Supplemental Financial Information - Reporting of Non-GAAP Pro Forma Adjusted EBITDA |
and Non-GAAP Adjusted Fully Distributed Net Income |
Reconciliation of Selected Non-GAAP Measures to GAAP Measures |
(Unaudited) |
(In thousands) |
|
|
|
| Three Months Ended
September 30, |
| 2014* | 2013 |
|
|
|
Reconciliation of Non-GAAP Pro Forma Net Revenue to Net Revenue: |
|
|
Non-GAAP Pro Forma Net Revenue |
$ 229,308 |
$ 199,313 |
Non-GAAP pro forma adjustment for revenue share post-IPO |
— |
41,263 |
Net Revenue |
$ 229,308 |
$ 240,576 |
|
|
|
Reconciliation of Net Income to Adjusted EBITDA and Reconciliation of Segment Adjusted EBITDA to Income Before Income Taxes: |
|
|
|
Net income |
$ 64,887 |
$ 112,528 |
Non-GAAP pro forma adjustment for revenue share post-IPO |
— |
(41,263) |
Interest and investment income, net |
(191) |
(220) |
Income tax expense |
5,811 |
764 |
Depreciation and amortization |
10,308 |
8,356 |
Amortization of purchased intangible assets |
903 |
601 |
EBITDA |
81,718 |
80,766 |
Stock-based compensation |
6,439 |
325 |
Acquisition related expenses |
1,278 |
142 |
Strategic and financial restructuring expenses |
96 |
1,842 |
Adjustment to tax receivable agreement liability |
(1,073) |
— |
Acquisition related adjustment - deferred revenue |
2,065 |
— |
Other (income) expense, net |
(5) |
(4) |
Adjusted EBITDA |
$ 90,518 |
$ 83,071 |
|
|
|
Segment Adjusted EBITDA: |
|
|
Supply Chain Services |
$ 91,268 |
$ 125,480 |
Non-GAAP pro forma adjustment for revenue share post-IPO |
— |
(41,263) |
Supply Chain Services (including non-GAAP pro forma adjustment) |
$ 91,268 |
$ 84,217 |
Performance Services |
18,362 |
16,329 |
Corporate |
(19,112) |
(17,475) |
Adjusted EBITDA |
$ 90,518 |
$ 83,071 |
Depreciation and amortization |
(10,308) |
(8,356) |
Amortization of purchased intangible assets |
(903) |
(601) |
Stock-based compensation |
(6,439) |
(325) |
Acquisition related expenses |
(1,278) |
(142) |
Strategic and financial restructuring expenses |
(96) |
(1,842) |
Adjustment to tax receivable agreement liability |
1,073 |
— |
Acquisition related adjustment - deferred revenue |
(2,065) |
— |
Equity in net income of unconsolidated affiliates |
(4,866) |
(4,114) |
Deferred compensation plan expense |
509 |
— |
|
66,145 |
67,691 |
Non-GAAP pro forma adjustment for revenue share post-IPO |
— |
41,263 |
Operating income | $ 66,145 | $ 108,954 |
Equity in net income of unconsolidated affiliates |
4,866 |
4,114 |
Interest and investment income, net |
191 |
220 |
Other (expense) income, net |
(504) |
4 |
Income before income taxes | $ 70,698 | $ 113,292 |
|
|
|
Reconciliation of Non-GAAP Pro Forma Adjusted Fully Distributed Net Income: |
|
|
|
Net income (loss) attributable to shareholders |
$ 9,273 |
$ (476) |
Non-GAAP pro forma adjustment for revenue share post-IPO |
— |
(41,263) |
Income tax expense |
5,811 |
764 |
Stock-based compensation |
6,439 |
325 |
Acquisition related expenses |
1,278 |
142 |
Strategic and financial restructuring expenses |
96 |
1,842 |
Adjustment to tax receivable agreement liability |
(1,073) |
— |
Acquisition related adjustment - deferred revenue |
2,065 |
— |
Amortization of purchased intangible assets |
903 |
601 |
Net income attributable to noncontrolling interest in Premier LP |
54,816 |
113,214 |
Non-GAAP pro forma adjusted fully distributed income before income taxes |
79,608 |
75,149 |
Income tax expense on fully distributed income before income taxes |
31,843 |
30,060 |
Non-GAAP Pro Forma Adjusted Fully Distributed Net Income | $ 47,765 | $ 45,089 |
|
|
|
* Note that no pro forma adjustments were made for the three months
ended September 30, 2014; as such, actual results are presented for the
three months ended September 30, 2014. |
|
Supplemental Financial Information - Reporting of Net Income and Earnings Per Share |
Reconciliation of Selected Non-GAAP Measures to GAAP Measures |
(Unaudited) |
(In thousands, except per share data) |
|
|
|
| Three Months Ended
September 30, |
| 2014* | 2013 |
|
|
|
Reconciliation of numerator for GAAP EPS to Non-GAAP EPS on Adjusted Fully Distributed Net Income |
Net loss attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount |
$ (373,384) |
$ (476) |
Adjustment of redeemable limited partners' capital to redemption amount |
382,657 |
— |
Net income (loss) attributable to shareholders |
9,273 |
(476) |
Non-GAAP pro forma adjustment for revenue share post-IPO |
— |
(41,263) |
Income tax expense |
5,811 |
764 |
Stock-based compensation |
6,439 |
325 |
Acquisition related expenses |
1,278 |
142 |
Strategic and financial restructuring expenses |
96 |
1,842 |
Adjustment to tax receivable agreement liability |
(1,073) |
— |
Acquisition related adjustment - deferred revenue |
2,065 |
— |
Amortization of purchased intangible assets |
903 |
601 |
Net income attributable to noncontrolling interest in Premier LP |
54,816 |
113,214 |
Non-GAAP pro forma adjusted fully distributed income before income taxes |
79,608 |
75,149 |
Income tax expense on fully distributed income before income taxes |
31,843 |
30,060 |
Non-GAAP pro forma adjusted fully distributed net income | $ 47,765 | $ 45,089 |
|
|
|
Reconciliation of denominator for GAAP EPS to Non-GAAP Adjusted Fully Distributed Net Income |
Weighted Average: |
|
|
Common shares used for basic and diluted earnings per share |
32,376 |
5,627 |
Potentially dilutive shares |
253 |
25 |
Class A common shares outstanding |
-- |
26,749 |
Conversion of Class B common units |
112,083 |
112,608 |
Weighted average fully distributed shares outstanding - diluted | 144,712 | 145,009 |
|
|
|
Reconciliation of GAAP EPS to Adjusted Fully Distributed EPS |
|
|
GAAP loss per share |
$ (11.53) |
$ (0.08) |
Impact of adjustment of redeemable limited partners' capital to redemption amount |
$ 11.82 |
$ -- |
Impact of additions: |
|
|
Non-GAAP pro forma adjustment for revenue share post-IPO |
$ -- |
$ (7.33) |
Income tax expense |
$ 0.18 |
$ 0.14 |
Stock-based compensation |
$ 0.20 |
$ 0.06 |
Acquisition related expenses |
$ 0.04 |
$ 0.03 |
Strategic and financial restructuring expenses |
$ 0.00 |
$ 0.33 |
Adjustment to tax receivable agreement liability |
$ (0.03) |
$ -- |
Acquisition related adjustment - deferred revenue |
$ 0.06 |
$ -- |
Amortization of purchased intangible assets |
$ 0.03 |
$ 0.11 |
Net income attributable to noncontrolling interest in Premier LP |
$ 1.69 |
$ 20.12 |
Impact of corporation taxes |
$ (0.98) |
$ (5.34) |
Impact of increased share count |
$ (1.15) |
$ (7.70) |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted | $ 0.33 | $ 0.31 |
|
|
|
* Note that no pro forma adjustments were made for the three months
ended September 30, 2014; as such, actual results are presented for the
three months ended September 30, 2014. |
CONTACT: Investor relations contact:
Jim Storey
Vice President, Investor Relations
704.816.5958
jim_storey@premierinc.com
Media contact:
Amanda Forster
Vice President, Public Relations
202-879-8004
amanda_forster@premierinc.com