CHARLOTTE, N.C., Feb. 9, 2015 (GLOBE NEWSWIRE) -- Premier, Inc.
(Nasdaq:PINC) today reported financial results for the fiscal 2015
second quarter ended December 31, 2014.
Fiscal Second-Quarter Highlights:
-
Net revenue increased 19% to $249.4 million from the same period last
year; Supply Chain Services segment revenue rose 19% and Performance
Services segment revenue increased 20%.
-
Adjusted EBITDA* increased 18% to $98.8 million from the same period last year.
-
Adjusted fully distributed net income* increased 17% to $52.1 million,
or 18% to $0.36 on a fully diluted per-share basis, from the same
period a year ago. GAAP net income attributable to shareholders was $9.3
million, compared with $6.4 million in the prior year.
-
At December 31, 2014, cash, cash equivalents and short- and long-term
marketable securities totaled $469.5 million, and the company had access
to its entire unsecured $750.0 million, five-year revolving credit
facility.
-
For the first half of the fiscal year, net revenue increased 17% to
$478.8 million, adjusted EBITDA rose 14% to $189.3 million, and adjusted
fully distributed net income increased 12% to $99.9 million, or $0.69
per diluted share, compared with non-GAAP pro forma results for the same
period a year ago. Net revenue for the six-month period increased 7%
and adjusted EBITDA decreased 9% from GAAP results for the same period a
year ago.
-
Based on year-to-date performance and the current outlook and
assumptions for the remainder of the fiscal year, the company is
increasing its fiscal full-year guidance range for consolidated net
revenue and raising the low end of its consolidated adjusted EBITDA and
adjusted fully distributed net income per share ranges.
* Descriptions of adjusted EBITDA, adjusted fully distributed net
income and other non-GAAP financial measures are 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 very pleased to report another strong quarter in which we
achieved double-digit year-over-year percentage gains in both
consolidated net revenue and adjusted EBITDA, driven by robust growth in
our Supply Chain Services segment and continued growth in our
Performance Services segment," said Susan DeVore, president and chief
executive officer. "We believe our financial performance demonstrates
the powerful leverage inherent in the diverse revenue drivers that
characterize our integrated product and service offerings, enabling
healthcare providers to comprehensively address the many cost, quality,
safety and population health challenges facing them."
Results of Operations for the Second Quarter of Fiscal 2015
|
Consolidated Second-Quarter and Year-to-Date Financial Highlights |
| Three Months Ended December 31, | Six Months Ended December 31, | Six Months Ended December 31, |
(in thousands, except per share data) | 2014 | 2013 | % Change | 2014 | 2013 | %
Change | 2014 | 2013 | % Change |
| Actual | Actual | | Actual | Actual |
| Actual | Non-GAAP
pro forma (a) |
Net Revenue: |
|
|
|
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
|
|
|
Net administrative fees |
$ 112,675 |
$ 102,130 |
10% |
$ 219,198 |
$ 245,706 |
-11% |
$ 219,198 |
$ 204,443 |
7% |
Other services and support |
237 |
173 |
37% |
452 |
307 |
47% |
452 |
307 |
47% |
Services |
112,912 |
102,303 |
10% |
219,650 |
246,013 |
-11% |
219,650 |
204,750 |
7% |
Products |
66,696 |
48,582 |
37% |
130,260 |
92,330 |
41% |
130,260 |
92,330 |
41% |
Total Supply Chain Services |
179,608 |
150,885 |
19% |
349,910 |
338,343 |
3% |
349,910 |
297,080 |
18% |
Performance Services: |
|
|
|
|
|
|
|
|
|
Services |
69,837 |
58,024 |
20% |
128,843 |
111,142 |
16% |
128,843 |
111,142 |
16% |
Total | $ 249,445 | $ 208,909 |
19% | $ 478,753 | $ 449,485 |
7% | $ 478,753 | $ 408,222 |
17% |
| | |
| | |
| | |
|
Adjusted EBITDA (b): |
|
|
|
|
|
|
|
|
|
Supply Chain Services |
$ 97,342 |
$ 85,119 |
14% |
$ 188,610 |
$ 210,599 |
-10% |
$ 188,610 |
$ 169,336 |
11% |
Performance Services |
23,189 |
17,731 |
31% |
41,551 |
34,060 |
22% |
41,551 |
34,060 |
22% |
Total segment adjusted EBITDA |
120,531 |
102,850 |
17% |
230,161 |
244,659 |
-6% |
230,161 |
203,396 |
13% |
Corporate |
(21,723) |
(19,445) |
12% |
(40,835) |
(36,920) |
11% |
(40,835) |
(36,920) |
11% |
Total | $ 98,808 | $ 83,405 |
18% | $ 189,326 | $ 207,739 |
-9% | $ 189,326 | $ 166,476 |
14% |
| | |
| | |
| | |
|
Non-GAAP adjusted fully distributed net income (b) |
$ 52,130 |
$ 44,443 |
17% |
|
|
|
$ 99,895 |
$ 89,531 |
12% |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted (b) |
$ 0.36 |
$ 0.31 |
18% |
|
|
|
$ 0.69 |
$ 0.62 |
12% |
Weighted average fully distributed shares outstanding - diluted |
144,688 |
145,093 |
|
|
|
|
144,676 |
145,041 |
|
|
(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 six months ended December 31,
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 fiscal second quarter ended December 31, 2014, Premier
generated net revenue of $249.4 million, an increase of 19%, from net
revenue of $208.9 million for the same period a year ago.
Adjusted EBITDA of $98.8 million increased 18% from $83.4 million for
the same period last year. The increase was driven by revenue growth in
both of the company's business segments, and continued effective
management of operating expenses.
Adjusted fully distributed net income for the fiscal second quarter
rose to $52.1 million, or $0.36 per fully diluted share, from $44.4
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
financial 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.
Net income for the quarter totaled $65.8 million, compared with $51.5
million for the same quarter a year ago. In accordance with GAAP, net
income attributable to shareholders of $9.3 million at December 31, 2014
requires a non-cash adjustment of $(42.3) million, and net income
attributable to shareholders of $6.4 million at December 31, 2013
requires a non-cash adjustment of $(3,720) million to reflect redeemable
limited partners' capital at the appropriate redemption amount
attributable to the limited partners' Class B common unit ownership at
the end of each period. On a GAAP fully diluted per-share basis, the
company reported a net loss attributable to shareholders of $0.93,
compared with a net loss attributable to shareholders of $114.70 a year
ago. (See income statement in the tables section of this press release.)
Segment Results
Supply Chain Services
For the fiscal second quarter ended December 31, 2014, the Supply Chain
Services segment generated net revenue of $179.6 million, an increase
of 19%, from $150.9 million a year ago. Revenue growth was driven by
very strong performances of both the company's group purchasing
organization (GPO) and products businesses. GPO net administrative fees
revenue of $112.7 million increased 10.3% from a year ago, reflecting
the continuing impact of newer member conversion to the company's
contract portfolio, including those who have recently joined Premier,
further contract penetration of the membership and the impact of
increasing patient utilization. Product sales of $66.7 million increased
37% from a year ago, primarily from the ongoing expansion of member
support for the company's direct sourcing and specialty pharmacy
businesses, which was further augmented in direct sourcing by purchases
related to flu season and Ebola preparedness efforts, and in specialty
pharmacy by new hepatitis-C therapies.
Supply Chain Services segment adjusted EBITDA of $97.3 million for the
fiscal 2015 second quarter increased 14%, from $85.1 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.
Performance Services
For the fiscal second quarter ended December 31, 2014, the Performance
Services segment generated net revenue of $69.8 million, an increase of
20%, from $58.0 million for the same quarter last year. Revenue growth
was driven primarily by SaaS-based (software-as-a-service) subscriptions
and renewals, and includes TheraDoc and Aperek, which were acquired
late in the fiscal first quarter, as well as by the company's population
health offerings, PremierConnect® Enterprise and advisory services.
Performance Services segment adjusted EBITDA was $23.2 million for the
fiscal 2015 second quarter, an increase of 31% from $17.7 million for
the same quarter last year. The growth in adjusted EBITDA reflects the
sale of new SaaS-based and licensed informatics products, including the
company's recent TheraDoc and Aperek acquisitions, and effective
management of segment operating expenses.
Results of Operations for the Six Months Ended December 31, 2014
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. Performance Services segment results are not impacted by
non-GAAP pro forma results.
The company generated net revenue of $478.8 million for the six-month
period ended December 31, 2014, an increase of 17% from non-GAAP pro
forma net revenue of $408.2 million in the same period last year.
Adjusted EBITDA for the six-month period totaled $189.3 million, an
increase of 14% from non-GAAP pro forma adjusted EBITDA of $166.5
million in the same period last year. Adjusted fully distributed net
income totaled $99.9 million, or $0.69 per diluted share, compared with
non-GAAP pro forma amount of $89.5 million, or $0.62 per diluted share,
for the same period last year.
On a GAAP-comparison basis, net revenue of $478.8 million for the
six-month period ended December 31, 2014 increased 7% from net revenue
of $449.5 million for the prior year. Adjusted EBITDA of $189.3 million
decreased 9% from adjusted EBITDA of $207.7 million for the prior year.
Net income of $130.7 million compared with $164.0 million for the same
period last year. In accordance with GAAP, net income attributable to
shareholders of $18.5 million at December 31, 2014 requires a non-cash
adjustment of $(424.9) million, and net income attributable to
shareholders of $5.9 million at December 31, 2013, requires a non-cash
adjustment of $(3,720) million to reflect redeemable limited partners'
capital at the appropriate redemption amount attributable to the limited
partners' Class B common unit ownership at the end of each period. On a
fully diluted per-share basis, the company reported a
net loss attributable to shareholders of $11.96 for the first six months
of fiscal 2015, compared with a net loss attributable to shareholders
of $195.46 for the same period a year ago. (See income statement in the tables section of this press release.)
Supply Chain Services segment net revenue for the six-month period
increased 18% to $349.9 million from non-GAAP pro forma net revenue of
$297.1 million a year earlier. Supply Chain Services segment adjusted
EBITDA increased 11%, to $188.6 million from non-GAAP pro forma adjusted
EBITDA of $169.3 million for the same period last year.
Performance Services segment net revenue for the six-month period
increased 16% to $128.8 million from $111.1 million in the same period
last year. Performance Services segment adjusted EBITDA increased 22% to
$41.6 million from $34.1 million the prior year.
On a GAAP-comparison basis, Supply Chain Services segment net revenue
of $349.9 million increased 3% from $338.3 million for the same period a
year ago. Segment adjusted EBITDA of $188.6 million decreased 10% from
$210.6 million a year ago.
Cash Flows and Liquidity
Cash provided by operating activities was $153.7 million for the
six-month period ended December 31, 2014, compared with $198.5 million
for the same period a year ago. Operating cash flows decreased primarily
due to the addition of member owner revenue share as a result of the
Reorganization and IPO effective October 2013. At December 31, 2014, the
company's cash, cash equivalents, short- and long-term marketable
securities totaled $469.5 million, compared with $408.7 million at
December 31, 2013, and consisted of $129.6 million in cash and cash
equivalents and $339.9 million in marketable securities with maturities
ranging from three to 24 months.
Free cash flow for the fiscal second quarter ended December 31, 2014
was $67.1 million, compared with $45.4 million for the same period a
year ago. The high level of free cash flow relative to adjusted EBITDA
in the second quarter results from strong performance in the company's
Supply Chain Services segment. Prior year free cash flow of $45.4
million included distributions to member owners related to earnings
generated prior to the Reorganization and IPO. The company defines free
cash flow as cash provided by operating activities less distributions to
limited partners and purchases of property and equipment (see free cash flow reconciliation to net cash provided by operating activities in the tables section of this press release).
At December 31, 2014, there was no outstanding balance on the company's
unsecured $750 million, five-year revolving credit facility.
Fiscal 2015 Outlook and Guidance
|
Fiscal 2015 Financial Guidance (1) |
Premier, Inc. updates full-year fiscal 2015 financial guidance, as follows: |
|
|
Updated |
Pro Forma |
Previous |
(in millions, except per share data) |
FY 2015 |
% YoY Change |
FY 2015 |
Net Revenue: |
|
|
|
Supply Chain Services segment |
$706.0 - $725.0 |
11% - 14% |
$688.0 - $707.0 |
Performance Services segment |
$268.0 - $275.0 |
15% - 18% |
$281.0 - $288.0 |
Total Net Revenue |
$974.0 - $1,000.0 |
12% - 15% |
$969.0 - $995.0 |
|
|
|
|
Non-GAAP adjusted EBITDA |
$382.0 - $390.0 |
9% - 11% |
$379.0 - $390.0 |
|
|
|
|
Non-GAAP adjusted fully distributed EPS |
$1.40 - $1.44 |
8% - 11% |
$1.39 - $1.44 |
(1) Guidance
is based on comparisons with prior-year pro forma results, which have
been adjusted to reflect the impact of the company's reorganization and
IPO. The Company does not reconcile guidance for adjusted EBITDA and
non-GAAP adjusted fully distributed net income per-share to net income
(loss) or GAAP earnings per share because the Company does not provide
guidance for reconciling items between net income (loss) and adjusted
EBITDA and non-GAAP adjusted fully distributed earnings per share. The
Company is unable to provide guidance for these reconciling items since
certain items that impact net income (loss) are outside of the Company's
control and cannot be reasonably predicted. Accordingly, a
reconciliation to net income (loss) or GAAP earnings per share is not
available without unreasonable
effort. |
"Our year-to-date financial results reflect the success of our
differentiated business model and our multiple sources of revenue,"
DeVore said. "We are raising our fiscal full-year consolidated net
revenue guidance, based on these results and our current expectations of
continued strong Supply Chain Services growth. Within this overall
increase, we are anticipating more moderate revenue growth for
Performance Services than originally anticipated, due specifically to
our advisory services outlook. However, we continue to expect the
remainder of our Performance Services segment to perform in line with
our original outlook for the balance of the fiscal year. Our SaaS-based
offerings, including PremierConnect Enterprise, are on track, with solid
quarterly bookings and a full sales pipeline. We're winning business
across our PremierConnect platform and continue to sign up new members
who are
seeking to leverage our integrated Supply Chain Services and Performance
Services offerings.
"We believe our unique business model positions Premier very well for
the future," DeVore continued. "This model, when combined with our
collaborative member relationships, aligned delivery channel,
market-leading data analytics platform, and strong execution, uniquely
positions Premier to successfully lead the transformation to
high-quality, cost-effective healthcare and deliver value for our
shareholders for years to come."
Premier is increasing its full fiscal-year 2015 financial guidance
range for consolidated net revenue and raising the low end of the
non-GAAP adjusted EBITDA and non-GAAP fully distributed EPS guidance
ranges, based on the following key assumptions.
The company is increasing full-year revenue expectations for the Supply
Chain Services segment based on continued growth in net administrative
fees revenue, driven by continued contract conversions among newer
members, deeper penetration of existing members' supply spend, and
increased patient utilization. The company's expectations further assume
annualized growth of 20% to 30% in the company's direct sourcing and
specialty pharmacy business, reflecting more normalized year-over-year
growth in the second half of the fiscal year.
The company is reducing full-year revenue expectations for the
Performance Services segment, based on the pace at which the advisory
services business expects to replace revenue previously generated by the
Centers for Medicare & Medicaid Services (CMS) Partnership for
Patients initiative, which concluded in December 2014, as well as on
management's decision to reposition the company's research advisory
services business to better support prospective research activities and
collaboratives. Performance Services revenue guidance assumes continued
growth in SaaS-based product and services sales, member participation in
performance improvement collaboratives and continued demand for
advisory services, in addition to the continuation of historically high
retention rates of Premier's GPO and SaaS-based offerings.
Guidance assumptions do not contemplate the impact of any potential
significant future acquisitions. For fiscal 2015, Premier expects
capital expenditures of approximately $67.0 million and a consolidated
EBITDA margin of approximately 39%.
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 and the "Risk
Factors" section of the company's Form 10-K for the year ended June 30,
2014.
Conference Call
Premier management will host a conference call and live audio webcast
on Monday, February 9, 2015, 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 76895275. 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 on the investor relations page of 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 for the
six-month period 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. As part of the quarterly
exchange that occurred on October 31, 2014, the member owners exchanged
approximately 3.4% of their Class B common units and associated Class B
common stock. As a result, the public investors now own approximately
25.7% of the company's stock and the member owners own approximately
74.3% as of December 31, 2014.
-
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-Q for the fiscal first quarter
ended September 30, 2014, filed with the Securities and Exchange
Commission (SEC) on November 12, 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, adjusted fully
distributed net income, adjusted fully distributed net income per share,
and free cash flow 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, which began on October 31, 2014,
and occur each quarter 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.
Management believes free cash flow is an important measure because it
represents the cash that the company generates after payment of tax
distributions to limited partners and capital investment to maintain
existing products and services as well as development of new and
upgraded products and services to support future growth. Free cash flow
is important because it allows the Company to enhance shareholder value
through acquisitions, partnerships, share repurchases, debt reduction
and/or dividend payments.
Forward-Looking Statements
Statements made in this release that are not statements of historical
or current facts, such as those under the heading "Fiscal 2015 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-Q for the
fiscal first quarter ended September 30, 2014, filed with the SEC on
November 12,
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.
(Tables Follow)
Consolidated Statements of Income |
(Unaudited) |
(In thousands, except per share data) |
| | |
|
|
| Three Months Ended
December 31, | Six Months Ended
December 31, |
| 2014 | 2013 | 2014 | 2013 (a) |
Net revenue: |
|
|
|
|
Net administrative fees |
$ 112,675 |
$ 102,130 |
$ 219,198 |
$ 245,706 |
Other services and support |
70,074 |
58,197 |
129,295 |
111,449 |
Services |
182,749 |
160,327 |
348,493 |
357,155 |
Products |
66,696 |
48,582 |
130,260 |
92,330 |
Net revenue |
249,445 |
208,909 |
478,753 |
449,485 |
Cost of revenue: |
|
|
|
|
Services |
35,276 |
29,017 |
68,040 |
56,505 |
Products |
59,256 |
43,720 |
116,513 |
83,758 |
Cost of revenue |
94,532 |
72,737 |
184,553 |
140,263 |
Gross profit |
154,913 |
136,172 |
294,200 |
309,222 |
Operating expenses: |
|
|
|
|
Selling, general and administrative |
85,391 |
73,126 |
156,557 |
135,769 |
Research and development |
716 |
1,042 |
1,789 |
1,894 |
Amortization of purchased intangible assets |
3,141 |
755 |
4,044 |
1,356 |
Total operating expenses |
89,248 |
74,923 |
162,390 |
139,019 |
Operating income |
65,665 |
61,249 |
131,810 |
170,203 |
Equity in net income of unconsolidated affiliates |
4,749 |
4,491 |
9,615 |
8,605 |
Interest and investment income, net |
122 |
21 |
313 |
241 |
Other (expense) income, net |
(458) |
— |
(962) |
4 |
Other income, net |
4,413 |
4,512 |
8,966 |
8,850 |
Income before income taxes |
70,078 |
65,761 |
140,776 |
179,053 |
Income tax expense |
4,270 |
14,284 |
10,081 |
15,048 |
Net income | 65,808 | 51,477 | 130,695 | 164,005 |
Net (income) loss attributable to noncontrolling interest in S2S Global |
(786) |
(157) |
(1,584) |
53 |
Net income attributable to noncontrolling interest in Premier LP |
(55,751) |
(44,916) |
(110,567) |
(158,130) |
Net income attributable to noncontrolling interest |
(56,537) |
(45,073) |
(112,151) |
(158,077) |
Net income attributable to shareholders |
9,271 |
6,404 |
18,544 |
5,928 |
Adjustment of redeemable limited partners' capital to redemption amount |
(42,250) |
(3,719,812) |
(424,907) |
(3,719,812) |
Net loss attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $ (32,979) | $ (3,713,408) | $ (406,363) | $ (3,713,884) |
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
Basic |
35,589 |
32,375 |
33,965 |
19,001 |
Diluted |
35,589 |
32,375 |
33,965 |
19,001 |
Loss per share attributable to shareholders (b): |
|
|
|
|
Basic |
$ (0.93) |
$ (114.70) |
$ (11.96) |
$ (195.46) |
Diluted |
$ (0.93) |
$ (114.70) |
$ (11.96) |
$ (195.46) |
|
|
|
|
|
(a)
After the completion of the Reorganization, Premier Healthcare
Solutions, Inc. (PHSI) became a consolidated subsidiary of Premier,
Inc. Operating results for the six months ended December 31, 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 $(42.3) million and $(424.9) million for
the three and six months ended December 31, 2014, respectively, and
$(3,720)
million for the three and six months ended December 31, 2013. |
|
|
Consolidated Balance Sheets |
(In thousands, except share and per share data) |
|
|
|
| December 31, 2014 | June 30, 2014 |
|
(Unaudited) |
(Audited) |
Assets |
|
|
Cash and cash equivalents |
$ 129,616 |
$ 131,786 |
Marketable securities |
217,773 |
159,820 |
Accounts receivable |
86,787 |
67,577 |
Inventories |
27,677 |
20,823 |
Prepaid expenses and other current assets |
34,358 |
31,175 |
Due from related parties |
1,559 |
1,228 |
Deferred tax assets |
11,867 |
9,647 |
Total current assets |
509,637 |
422,056 |
Property and equipment |
145,430 |
134,551 |
Restricted cash |
5,000 |
5,000 |
Marketable securities |
122,151 |
248,799 |
Deferred tax assets |
346,534 |
286,936 |
Goodwill |
214,506 |
94,451 |
Intangible assets |
43,761 |
10,855 |
Other assets |
45,351 |
44,008 |
Total assets |
$ 1,432,370 |
$ 1,246,656 |
|
|
|
Liabilities, redeemable limited partners' capital and stockholders' deficit |
|
|
Accounts payable |
$ 29,019 |
$ 28,007 |
Accrued expenses |
32,877 |
25,536 |
Revenue share obligations |
55,580 |
56,531 |
Limited partners' distribution payable |
23,752 |
22,351 |
Accrued compensation and benefits |
35,531 |
46,713 |
Deferred revenue |
30,442 |
15,694 |
Current portion of tax receivable agreements |
10,970 |
11,035 |
Current portion of notes payable and line of credit |
18,621 |
17,696 |
Other current liabilities |
3,265 |
319 |
Total current liabilities |
240,057 |
223,882 |
Notes payable, less current portion |
15,960 |
16,051 |
Tax receivable agreement, less current portion |
231,332 |
181,256 |
Deferred compensation plan obligations |
34,857 |
32,872 |
Deferred rent |
16,047 |
15,960 |
Other long-term liabilities |
3,865 |
2,272 |
Total liabilities |
542,118 |
472,293 |
|
|
|
Redeemable limited partners' capital |
3,578,802 |
3,244,674 |
|
|
|
Stockholders' deficit: |
|
|
Series A Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding |
— |
— |
Class A common stock, $0.01 par value, 500,000,000 shares
authorized; 37,092,793 and 32,375,390 shares issued and outstanding at
December 31, 2014 and June 30, 2014, respectively |
371 |
324 |
Class B common stock, $0.000001 par value, 600,000,000 shares
authorized; 107,181,272 and 112,510,905 shares issued and outstanding at
December 31, 2014 and June 30, 2014, respectively |
— |
— |
Additional paid-in-capital |
— |
— |
Accumulated deficit |
(2,689,660) |
(2,469,873) |
Accumulated other comprehensive (loss) income |
(40) |
43 |
Noncontrolling interest |
779 |
(805) |
Total stockholders' deficit |
(2,688,550) |
(2,470,311) |
|
|
|
Total liabilities, redeemable limited partners' capital and stockholders' deficit |
$ 1,432,370 |
$ 1,246,656 |
|
|
Consolidated Statements of Cash Flows |
(Unaudited) |
(In thousands) |
|
|
|
| Six Months Ended December 31, |
| 2014 | 2013* |
| |
Operating activities |
|
|
Net income |
$ 130,695 |
$ 164,005 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation and amortization |
25,614 |
18,912 |
Equity in net income of unconsolidated affiliates |
(9,615) |
(8,605) |
Deferred taxes |
917 |
2,593 |
Stock-based compensation |
13,844 |
6,819 |
Adjustment to tax receivable agreement liability |
1,073 |
— |
Changes in operating assets and liabilities: |
|
|
Accounts receivable, prepaid expenses and other current assets |
(11,276) |
(14,624) |
Other assets |
(3,754) |
(1,751) |
Inventories |
(6,854) |
(3,375) |
Accounts payable, accrued expenses revenue share obligations and other current liabilities |
11,246 |
34,798 |
Long-term liabilities |
674 |
(321) |
Other operating activities |
1,151 |
67 |
Net cash provided by operating activities | 153,715 | 198,518 |
Investing activities |
|
|
Purchase of marketable securities |
(123,536) |
(231,121) |
Proceeds from sale of marketable securities |
190,734 |
37,689 |
Acquisition of SYMMEDRx, net of cash acquired |
— |
(28,688) |
Acquisition of Meddius, L.L.C., net of owner receivable |
— |
(7,737) |
Acquisition of Aperek, net of cash acquired |
(47,446) |
— |
Acquisition of TheraDoc, net of cash acquired |
(108,561) |
— |
Distributions received on equity investment |
10,050 |
6,800 |
Purchases of property and equipment |
(32,411) |
(26,019) |
Other investing activities |
353 |
— |
Net cash used in investing activities | (110,817) | (249,076) |
Financing activities |
|
|
Payments made on notes payable |
(684) |
(1,926) |
Proceeds from S2S Global revolving line of credit |
800 |
5,200 |
Payments on S2S Global revolving line of credit |
(500) |
— |
Proceeds from senior secured line of credit |
— |
60,000 |
Payments on senior secured line of credit |
— |
(60,000) |
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions |
— |
821,671 |
Payments made in connection with the IPO |
— |
(2,822) |
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 |
Proceeds from exercise of stock options |
446 |
— |
Repurchase of restricted units |
(31) |
(2) |
Distributions to limited partners of Premier LP |
(45,099) |
(280,969) |
Net cash (used in) provided by financing activities | (45,068) | 10,321 |
Net decrease in cash and cash equivalents |
(2,170) |
(40,237) |
Cash and cash equivalents at beginning of period |
131,786 |
198,296 |
Cash and cash equivalents at end of period | $ 129,616 | $ 158,059 |
|
|
|
* 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 six months ended December 31,
2013 reflects the combined cash flows of PHSI, the predecessor of the
Company for accounting purposes, and Premier, Inc. |
|
|
Supplemental Financial Information - Reporting of Pro Forma Adjusted EBITDA |
and Non-GAAP Adjusted Fully Distributed Net Income |
Reconciliation of Selected Non-GAAP Measures to GAAP Measures |
(Unaudited) |
(In thousands) |
| | | | |
| Three Months Ended
December 31, | Six Months Ended
December 31, |
| 2014* | 2013* | 2014* | 2013 |
| | | | |
Reconciliation of Pro Forma Net Revenue to Net Revenue: | | |
|
|
Pro Forma Net Revenue |
$ 249,445 |
$ 208,909 |
$ 478,753 |
$ 408,222 |
Pro forma adjustment for revenue share post-IPO |
— |
— |
— |
41,263 |
Net Revenue |
$ 249,445 |
$ 208,909 |
$ 478,753 |
$ 449,485 |
|
|
Reconciliation of Net Income to Adjusted EBITDA and Reconciliation of Segment Adjusted EBITDA to Income Before Income Taxes: |
|
|
|
|
|
Net income |
$ 65,808 |
$ 51,477 |
$ 130,695 |
$ 164,005 |
Pro forma adjustment for revenue share post-IPO |
— |
— |
— |
(41,263) |
Interest and investment income, net |
(122) |
(21) |
(313) |
(241) |
Income tax expense |
4,270 |
14,284 |
10,081 |
15,048 |
Depreciation and amortization |
11,262 |
9,198 |
21,570 |
17,556 |
Amortization of purchased intangible assets |
3,141 |
755 |
4,044 |
1,356 |
EBITDA |
84,359 |
75,693 |
166,077 |
156,461 |
Stock-based compensation |
7,405 |
6,494 |
13,844 |
6,819 |
Acquisition related expenses |
2,267 |
177 |
3,545 |
319 |
Strategic and financial restructuring expenses |
1,183 |
1,041 |
1,279 |
2,881 |
Adjustment to tax receivable agreement liability |
— |
— |
(1,073) |
— |
Acquisition related adjustment - deferred revenue |
3,596 |
— |
5,661 |
— |
Other income, net |
(2) |
— |
(7) |
(4) |
Adjusted EBITDA |
$ 98,808 |
$ 83,405 |
$ 189,326 |
$ 166,476 |
|
|
|
|
|
Segment Adjusted EBITDA: |
|
|
|
|
Supply Chain Services |
$ 97,342 |
$ 85,119 |
$ 188,610 |
$ 210,599 |
Pro forma adjustment for revenue share post-IPO |
— |
— |
— |
(41,263) |
Supply Chain Services (including pro forma adjustment) |
$ 97,342 |
$ 85,119 |
$ 188,610 |
$ 169,336 |
Performance Services |
23,189 |
17,731 |
41,551 |
34,060 |
Corporate |
(21,723) |
(19,445) |
(40,835) |
(36,920) |
Adjusted EBITDA |
$ 98,808 |
$ 83,405 |
$ 189,326 |
$ 166,476 |
Depreciation and amortization |
(11,262) |
(9,198) |
(21,570) |
(17,556) |
Amortization of purchased intangible assets |
(3,141) |
(755) |
(4,044) |
(1,356) |
Stock-based compensation |
(7,405) |
(6,494) |
(13,844) |
(6,819) |
Acquisition related expenses |
(2,267) |
(177) |
(3,545) |
(319) |
Strategic and financial restructuring expenses |
(1,183) |
(1,041) |
(1,279) |
(2,881) |
Adjustment to tax receivable agreement liability |
— |
— |
1,073 |
— |
Acquisition related adjustment - deferred revenue |
(3,596) |
— |
(5,661) |
— |
Equity in net income of unconsolidated affiliates |
(4,749) |
(4,491) |
(9,615) |
(8,605) |
Deferred compensation plan expense |
460 |
— |
969 |
— |
|
65,665 |
61,249 |
131,810 |
128,940 |
Pro forma adjustment for revenue share post-IPO |
— |
— |
— |
41,263 |
Operating income | $ 65,665 | $ 61,249 | $ 131,810 | $ 170,203 |
Equity in net income of unconsolidated affiliates |
4,749 |
4,491 |
9,615 |
8,605 |
Interest and investment income, net |
122 |
21 |
313 |
241 |
Other (expense) income, net |
(458) |
— |
(962) |
4 |
Income before income taxes | $ 70,078 | $ 65,761 | $ 140,776 | $ 179,053 |
|
Reconciliation of Non-GAAP Pro Forma Adjusted Fully Distributed Net Income: |
|
|
|
|
|
|
|
|
Net income attributable to shareholders |
$ 9,271 |
$ 6,404 |
$ 18,544 |
$ 5,928 |
Pro forma adjustment for revenue share post-IPO |
— |
— |
— |
(41,263) |
Income tax expense |
4,270 |
14,284 |
10,081 |
15,048 |
Stock-based compensation |
7,405 |
6,494 |
13,844 |
6,819 |
Acquisition related expenses |
2,267 |
177 |
3,545 |
319 |
Strategic and financial restructuring expenses |
1,183 |
1,041 |
1,279 |
2,881 |
Adjustment to tax receivable agreement liability |
— |
— |
(1,073) |
— |
Acquisition related adjustment - deferred revenue |
3,596 |
— |
5,661 |
— |
Amortization of purchased intangible assets |
3,141 |
755 |
4,044 |
1,356 |
Net income attributable to noncontrolling interest in Premier LP |
55,751 |
44,916 |
110,567 |
158,130 |
Non-GAAP pro forma adjusted fully distributed income before income taxes |
86,884 |
74,071 |
166,492 |
149,218 |
Income tax expense on fully distributed income before income taxes |
34,754 |
29,628 |
66,597 |
59,687 |
Non-GAAP Pro Forma Adjusted Fully Distributed Net Income | $ 52,130 | $ 44,443 | $ 99,895 | $ 89,531 |
|
* Note that no pro forma adjustments were made for the three and six
months ended December 31, 2014 and the three months ended December 31,
2013; as such, actual results are presented for each of these periods. |
|
|
Supplemental Financial Information - Reporting of Non-GAAP Free Cash Flow |
Reconciliation of Selected Non-GAAP Measures to GAAP Measures |
(Unaudited) |
(In thousands) |
|
|
|
| Three Months Ended
December 31, |
| 2014 | 2013 |
|
|
|
Reconciliation of Non-GAAP Free Cash Flow to Net Cash Provided by Operating Activities: |
|
|
Net cash provided by operating activities |
$ 107,842 |
$ 131,726 |
Purchases of property and equipment |
(18,051) |
(13,720) |
Distributions to limited partners |
(22,691) |
(72,645) |
Non-GAAP free cash flow |
$ 67,100 |
$ 45,361 |
|
|
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
December 31, | Six Months Ended
December 31, |
| 2014* | 2013* | 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 |
$ (32,979) |
$ (3,713,408) |
$ (406,363) |
$ (3,713,884) |
Adjustment of redeemable limited partners' capital to redemption amount |
42,250 |
3,719,812 |
424,907 |
3,719,812 |
Net income attributable to shareholders |
9,271 |
6,404 |
18,544 |
5,928 |
Pro forma adjustment for revenue share post-IPO |
— |
— |
— |
(41,263) |
Income tax expense |
4,270 |
14,284 |
10,081 |
15,048 |
Stock-based compensation |
7,405 |
6,494 |
13,844 |
6,819 |
Acquisition related expenses |
2,267 |
177 |
3,545 |
319 |
Strategic and financial restructuring expenses |
1,183 |
1,041 |
1,279 |
2,881 |
Adjustment to tax receivable agreement liability |
— |
— |
(1,073) |
— |
Acquisition related adjustment - deferred revenue |
3,596 |
— |
5,661 |
— |
Amortization of purchased intangible assets |
3,141 |
755 |
4,044 |
1,356 |
Net income attributable to noncontrolling interest in Premier LP |
55,751 |
44,916 |
110,567 |
158,130 |
Non-GAAP pro forma adjusted fully distributed income before income taxes |
86,884 |
74,071 |
166,492 |
149,218 |
Income tax expense on fully distributed income before income taxes |
34,754 |
29,628 |
66,597 |
59,687 |
Non-GAAP pro forma adjusted fully distributed net income | $ 52,130 | $ 44,443 | $ 99,895 | $ 89,531 |
|
|
|
|
|
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 |
35,589 |
32,375 |
33,965 |
19,001 |
Potentially dilutive shares |
948 |
110 |
785 |
58 |
Class A common shares outstanding |
-- |
-- |
-- |
13,374 |
Conversion of Class B common units |
108,674 |
112,608 |
110,396 |
112,608 |
Weighted average fully distributed shares outstanding - diluted | 145,211 | 145,093 | 145,146 | 145,041 |
|
|
|
|
|
Reconciliation of GAAP EPS to Adjusted Fully Distributed EPS |
|
|
|
|
GAAP loss per share |
$ (0.93) |
$ (114.70) |
$ (11.96) |
$ (195.46) |
Impact of adjustment of redeemable limited partners' capital to redemption amount |
$ 1.19 |
$ 114.90 |
$ 12.51 |
$ 195.77 |
Impact of additions: |
|
|
|
|
Pro forma adjustment for revenue share post-IPO |
$ -- |
$ -- |
$ -- |
$ (2.17) |
Income tax expense |
$ 0.12 |
$ 0.44 |
$ 0.30 |
$ 0.79 |
Stock-based compensation |
$ 0.21 |
$ 0.20 |
$ 0.41 |
$ 0.36 |
Acquisition related expenses |
$ 0.06 |
$ 0.01 |
$ 0.10 |
$ 0.02 |
Strategic and financial restructuring expenses |
$ 0.03 |
$ 0.03 |
$ 0.04 |
$ 0.15 |
Adjustment to tax receivable agreement liability |
$ -- |
$ -- |
$ (0.03) |
$ -- |
Acquisition related adjustment - deferred revenue |
$ 0.10 |
$ -- |
$ 0.17 |
$ -- |
Amortization of purchased intangible assets |
$ 0.09 |
$ 0.02 |
$ 0.12 |
$ 0.07 |
Net income attributable to noncontrolling interest in Premier LP |
$ 1.57 |
$ 1.39 |
$ 3.25 |
$ 8.32 |
Impact of corporation taxes |
$ (0.98) |
$ (0.92) |
$ (1.96) |
$ (3.14) |
Impact of increased share count |
$ (1.10) |
$ (1.07) |
$ (2.26) |
$ (4.09) |
Non-GAAP earnings per share on adjusted fully distributed net income - diluted | $ 0.36 | $ 0.31 | $ 0.69 | $ 0.62 |
|
* Note that no pro forma adjustments were made for the three and six
months ended December 31, 2014 and the three months ended December 31,
2013; as such, actual results are presented for each of these periods. |