Current Report Filing (8-k)
November 04 2015 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2015
PRESS GANEY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37398
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20-0259496
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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401 Edgewater Place
Suite 500
Wakefield Massachusetts 01880
(Address of principal executive offices) (Zip Code)
(781) 295-5000
(Registrant’s telephone number, include area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2015, Press Ganey Holdings, Inc. announced its financial results for the quarter ended September 30, 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1Press Release dated November 4, 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PRESS GANEY HOLDINGS, INC.
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By:
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/s/ Devin J. Anderson
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Devin J. Anderson
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General Counsel and Corporate Secretary
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Date: November 4, 2015
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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Press Release dated November 4, 2015
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Exhibit 99.1
Press Ganey Holdings, Inc.
Reports Third Quarter Financial Results
BOSTON -- (BUSINESSWIRE) -- Press Ganey Holdings, Inc. (NYSE: PGND) announced financial results today for the third quarter and nine months ended September 30, 2015.
“We are pleased with our overall performance in the third quarter and continue to see strength in our core patient experience solutions and attractive opportunities to increase client adoption of our integrated engagement, clinical and consulting solutions over time,” said Patrick T. Ryan, Chief Executive Officer of Press Ganey Holdings, Inc. “We believe our recent acquisition of Healthcare Performance Improvement (HPI) further enhances our growth opportunities based on HPI’s reputation for leading comprehensive safety culture improvement at hundreds of hospitals across the U.S.”
Third Quarter 2015 Results
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Revenue was $80.7 million compared to $71.7 million for the same period in the prior year, an increase of 12.6%. Revenue growth consisted of 11.6% organic growth and 1.0% acquired growth. |
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Adjusted EBITDA was $30.9 million compared to $26.5 million for the same period in the prior year, an increase of 17%. |
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Net Income was $7.4 million compared to $4.8 million for the same period in the prior year. Adjusted net income was $13.0 million compared to $9.8 million for the same period in the prior year, an increase of 33%. |
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Diluted net income per share was $0.14 compared to $0.11 for the same period in the prior year. Adjusted diluted net income per share was $0.25 compared to $0.23 for the same period in the prior year, an increase of 9%. |
Year to Date 2015 Results
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Revenue for the nine months ended September 30, 2015 was $233.1 million compared to $205.5 million for the same period in the prior year, an increase of 13.4%. Revenue growth consisted of 10.7% organic growth and 2.7% acquired growth. |
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Adjusted EBITDA was $87.4 million compared to $75.6 million for the same period in the prior year, an increase of 16%. |
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Net loss was $(40.4) million compared to net income of $10.5 million for the same period in the prior year. Adjusted net income was $33.7 million compared to $26.5 million for the same period in the prior year, an increase of 27%. |
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Diluted net loss per share was $(0.85) compared to diluted net income per share of $0.24 for the same period in the prior year. Adjusted diluted net income per share was $0.71 compared to $0.61 for the same period in the prior year, an increase of 16%. |
As previously announced during the quarter, the Company completed the acquisition of Healthcare Performance Improvement on September 1, 2015. HPI is a leading patient safety and reliability consulting and coaching firm. The Company also refinanced its indebtedness by entering into a new $260 million credit facility, which includes a $185 million term loan and a $75 million revolving credit facility.
Conference Call Information
The Company will host a conference call on November 5, 2015 at 9 a.m. Eastern Time to discuss the third quarter 2015 results. To participate in the Company's live conference call and webcast, please dial 877-201-0168 (1-647-788-4901 for international participants) using conference code number 47473693, or visit investors.pressganey.com.
About Press Ganey
Press Ganey Holdings (NYSE: PGND) is a leading provider of patient experience measurement, performance analytics and strategic advisory solutions for health care organizations across the continuum of care. Celebrating 30 years of experience, Press Ganey is recognized as a pioneer and thought leader in patient experience measurement and performance improvement solutions. Our mission is to help health care organizations reduce patient suffering and improve clinical quality, safety and the patient experience. As of January 1, 2015, we served more than 22,000 health care facilities.
Forward-Looking Statements
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events and are subject to risks and uncertainties. The forward-looking statements, which address the Company's expected business and financial performance and financial condition, among other matters, contain words such as: “believe,” “could,” “opportunities,” “continue,” “expect,” “may,” “will,” or “would” and other words and terms of similar meaning.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected income; earnings; revenues; and growth. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.
Factors that could cause actual results to differ materially from these forward-looking statements, include, but are not limited to, the following:
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Because our clients are concentrated in the healthcare industry, our revenue and operating results may be adversely affected by changes in regulations, a business downturn or consolidation in the healthcare industry. |
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If our clients do not continue to purchase our products and solutions, or we are unable to attract new clients, our business and operating results could be materially and adversely affected. |
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The loss of several of our large clients or a significant reduction in business from such clients would adversely affect our operating results. |
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We may not maintain our current rate of revenue growth. |
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We may be unable to effectively execute our growth strategy which could have an adverse effect on our business and competitive position in the industry. |
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We may not be able to develop new products and solutions, or enhancements to our existing products and solutions, or be able to achieve widespread acceptance of new products or solutions. |
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Technological developments could render our products and solutions obsolete or uncompetitive. |
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We may be unable to effectively identify, complete or integrate the operations of future acquisitions, joint ventures, collaborative arrangements or other growth investments. |
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We cannot assure you that we will be able to manage our growth effectively, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. |
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We operate in an increasingly competitive market, which could adversely affect our revenue and market share. |
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If we fail to promote and maintain awareness of our brand in a cost-effective manner, our business might suffer. |
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We may not be able to maintain our certification to conduct CMS mandated surveys, and this could adversely affect our business. |
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We depend on our senior management, and we may be materially harmed if we lose any member of our senior management. |
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Data security and integrity are critically important to our business, and actual or attempted breaches of security, unauthorized disclosure of information, denial of service attacks or the perception that personal and/or other sensitive or confidential information in our possession is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation. |
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Our business and operating results could be adversely affected if we experience business interruptions, errors or failure in connection with our or third-party information technology and communication systems and other software and hardware products used in connection with our business. |
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We may be liable to our clients and may lose clients if we are unable to collect and maintain client data or if we lose client data. |
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Protection of our intellectual property may be difficult and costly, and our inability to protect our intellectual property could reduce the value of our products and solutions. |
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The agreements governing our 2015 Credit Agreement impose significant operating and financial restrictions on our company and our subsidiaries, which may prevent us from capitalizing on business opportunities, and we have pledged substantially all of our assets to secure indebtedness under our 2015 Credit Agreement. |
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Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act. |
A further description of these uncertainties and other risks can be found in the Company's Registration Statement on Form S-1 and the accompanying prospectus filed with the Securities and Exchange Commission on May 22, 2015. These or other uncertainties may cause the Company’s actual future results to be materially different than those expressed in any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements.
Non-GAAP Financial Measures
The Company defines Adjusted EBITDA as net income (loss) before interest expense, net, income taxes, depreciation and amortization, with further adjustments to add back (i) items that were terminated in connection with the IPO, (ii) non-cash charges, (iii) non-recurring items that are not indicative of the underlying operating performance of the business and (iv) items that are solely related to changes in our capital structure, and therefore are not indicative of the underlying operating performance of the business. The Company defines Adjusted Net Income as net income adjusted for non-cash and other non-recurring items. Management uses Adjusted EBITDA and Adjusted Net Income (i) to compare our operating performance on a consistent basis, (ii) to calculate incentive compensation for our employees, (iii) for planning purposes, including the preparation of our internal annual operating budget, (iv) to evaluate the performance and effectiveness of our operational strategies and (v) to assess compliance with various metrics associated with the agreements governing our indebtedness. We also believe that Adjusted EBITDA and Adjusted Net Income are useful to investors in assessing our financial performance because these measures are similar to the metrics used by investors and other interested parties when comparing companies in our industry that have different capital structures, debt levels and/or income tax rates. Accordingly, we believe that Adjusted EBITDA and Adjusted Net Income provide useful information to investors and others in understanding and evaluating our operating performance in the same manner as our management. Adjusted EBITDA and Adjusted Net Income are not determined in accordance with U.S. generally accepted accounting principles, or GAAP, and should not be considered in isolation or as an alternative to net income, income from operations, net cash provided by operating, investing or financing activities or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP.
Press Ganey Holdings, Inc.
Condensed Consolidated Statements of Operations
(Thousands of dollars, except per share amounts)
(Unaudited)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2015
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2014
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2015
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2014
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Revenue
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$
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80,730
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$
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71,713
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$
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233,079
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$
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205,482
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Operating expenses:
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Cost of revenue
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34,772
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30,618
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109,311
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87,342
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General and administrative
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22,720
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17,918
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120,123
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52,306
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Depreciation and amortization
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10,528
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8,779
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30,624
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25,825
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Loss (gain) on disposal of property and equipment
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1
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504
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(30)
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1,595
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Total operating expenses
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68,021
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57,819
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260,028
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167,068
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Income (loss) from operations
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12,709
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13,894
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(26,949)
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38,414
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Other income (expense):
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Interest expense, net
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(1,567)
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(4,706)
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(9,921)
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(15,136)
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Extinguishment of debt
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(1,112)
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(8)
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(1,750)
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(2,894)
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Management fee of related party
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—
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(230)
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(553)
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(690)
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Total other income (expense), net
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(2,679)
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(4,944)
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(12,224)
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(18,720)
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Income (loss) before income taxes
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10,030
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8,950
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(39,173)
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19,694
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Provision for income taxes
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2,614
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4,174
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1,254
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9,185
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Net income (loss)
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$
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7,416
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$
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4,776
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$
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(40,427)
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$
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10,509
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Earnings (net loss) per share:
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Basic
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$
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0.14
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$
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0.11
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$
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(0.85)
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$
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0.24
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Diluted
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$
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0.14
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$
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0.11
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$
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(0.85)
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$
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0.24
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Weighted average shares of common stock outstanding:
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Basic
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52,620
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43,313
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47,616
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43,313
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Diluted
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52,950
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43,313
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47,616
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43,313
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See Supplemental Financial Data below for additional information.
Press Ganey Holdings, Inc.
Condensed Consolidated Balance Sheets
(Thousands of dollars, except per share amounts)
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September 30,
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December 31,
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2015
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2014
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(Unaudited)
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ASSETS
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Current assets:
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Cash
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$
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23,793
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$
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6,962
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Accounts receivable, net of allowances of $749 and $531 at September 30, 2015 and December 31, 2014, respectively
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50,381
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44,444
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Other receivables
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2,661
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1,782
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Prepaid expenses and other assets
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5,815
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2,741
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Income taxes receivable
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5,445
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2,916
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Total current assets
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88,095
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58,845
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Property and equipment, net
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61,503
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59,610
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Deferred financing fees, net
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945
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810
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Intangible assets, net
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366,890
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375,391
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Goodwill
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410,517
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402,934
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Total assets
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$
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927,950
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$
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897,590
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
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Current portion of long-term debt
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$
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9,250
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$
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4,279
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Current portion of capital lease obligations
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4,187
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4,373
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Accounts payable
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7,206
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13,232
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Accrued payroll and related liabilities
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13,507
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11,704
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Accrued expenses and other liabilities
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1,755
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1,581
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Deferred income taxes
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1,099
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712
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Deferred revenue
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37,146
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26,208
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Total current liabilities
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74,150
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62,089
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Long-term debt, less current portion
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173,418
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402,888
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Capital lease obligations, less current portion
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6,373
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6,779
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Equity-based compensation liability
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—
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19,423
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Deferred income taxes
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119,505
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125,767
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Total liabilities
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373,446
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616,946
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Commitments and contingencies
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—
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—
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SHAREHOLDERS' EQUITY
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Common stock, $0.01 par value; 350,000,000 and 44,800,000 shares authorized, and 52,661,538 and 43,313,200 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
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527
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433
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Additional paid-in capital
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594,271
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270,847
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Retained earnings (accumulated deficit)
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(40,294)
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9,364
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Total shareholders' equity
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554,504
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280,644
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Total liabilities and shareholders' equity
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$
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927,950
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$
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897,590
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Press Ganey Holdings, Inc.
Condensed Consolidated Statement of Cash Flows
(Thousands of dollars)
(Unaudited)
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Nine Months Ended
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September 30,
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2015
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2014
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Operating activities
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Net income (loss)
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$
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(40,427)
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$
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10,509
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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Depreciation and amortization
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30,624
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25,825
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Amortization of deferred financing costs and debt discount
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511
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694
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Equity-based compensation
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81,466
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|
|
7,565
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Extinguishment of debt
|
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|
1,750
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2,894
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Provision for doubtful accounts
|
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|
421
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|
|
329
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|
Loss (gain) on disposal of property and equipment
|
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(30)
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|
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1,595
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Deferred income taxes
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(5,875)
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(90)
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|
Changes in assets and liabilities:
|
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Accounts receivable
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(5,020)
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(3,400)
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Other receivables
|
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|
2
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(280)
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Prepaid expenses and other assets
|
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(3,071)
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|
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(2,034)
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Accounts payable
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(2,363)
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|
|
(3,832)
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|
Accrued payroll and related liabilities
|
|
|
1,497
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|
|
565
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Accrued expenses and other liabilities
|
|
|
174
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|
|
4
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|
Deferred revenue
|
|
|
9,185
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|
|
1,675
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Income taxes receivable
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|
|
(2,529)
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|
|
(2,485)
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Net cash provided by operating activities
|
|
|
66,315
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|
|
39,534
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Investing activities
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|
|
|
|
|
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Acquisitions of businesses, net of cash acquired
|
|
|
(11,721)
|
|
|
(27,846)
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Purchases of property and equipment
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|
(20,904)
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|
|
(12,178)
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Net cash used in investing activities
|
|
|
(32,625)
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|
|
(40,024)
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Financing activities
|
|
|
|
|
|
|
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Proceeds from the issuance of long-term debt
|
|
|
185,000
|
|
|
41,825
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Payments on long-term debt
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|
|
(408,456)
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|
|
(63,592)
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|
Deferred financing payments
|
|
|
(3,441)
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|
|
(508)
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|
Payments on capital lease obligations
|
|
|
(3,505)
|
|
|
(1,328)
|
|
Proceeds from sale of equity interests
|
|
|
100
|
|
|
250
|
|
Purchases of equity interests
|
|
|
(731)
|
|
|
(3,543)
|
|
Taxes paid for net settlements of restricted stock vesting
|
|
|
(11,763)
|
|
|
—
|
|
Distribution payments
|
|
|
(8,500)
|
|
|
—
|
|
Proceeds from the issuance of common stock in initial public offering, net of fees
|
|
|
234,437
|
|
|
—
|
|
Net cash used in financing activities
|
|
|
(16,859)
|
|
|
(26,896)
|
|
Net increase (decrease) in cash
|
|
|
16,831
|
|
|
(27,386)
|
|
Cash at beginning of period
|
|
|
6,962
|
|
|
32,635
|
|
Cash at end of period
|
|
$
|
23,793
|
|
$
|
5,249
|
|
Press Ganey Holdings, Inc.
Supplemental Financial Data
(Thousands of dollars, except per share amounts)
(Unaudited)
Reconciliation of Non-GAAP Items to GAAP Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2015
|
|
2014
|
|
% Change
|
|
|
2015
|
|
2014
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted revenue (1)
|
|
$
|
80,730
|
|
$
|
72,013
|
|
12.1
|
%
|
|
$
|
233,079
|
|
$
|
206,262
|
|
13.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (2)
|
|
|
32,992
|
|
|
29,832
|
|
10.6
|
%
|
|
|
96,175
|
|
|
84,806
|
|
13.4
|
%
|
General and administrative (3)
|
|
|
16,828
|
|
|
15,722
|
|
7.0
|
%
|
|
|
49,523
|
|
|
45,894
|
|
7.9
|
%
|
Depreciation and amortization (4)
|
|
|
6,411
|
|
|
4,602
|
|
39.3
|
%
|
|
|
18,233
|
|
|
14,029
|
|
30.0
|
%
|
Loss (gain) on disposal of property and equipment (5)
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
—
|
|
—
|
%
|
Total adjusted operating expenses
|
|
|
56,231
|
|
|
50,156
|
|
12.1
|
%
|
|
|
163,931
|
|
|
144,729
|
|
13.3
|
%
|
Adjusted income from operations
|
|
|
24,499
|
|
|
21,857
|
|
12.1
|
%
|
|
|
69,148
|
|
|
61,533
|
|
12.4
|
%
|
Adjusted other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(1,567)
|
|
|
(4,706)
|
|
(66.7)
|
%
|
|
|
(9,921)
|
|
|
(15,136)
|
|
(34.5)
|
%
|
Extinguishment of debt (6)
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
—
|
|
—
|
%
|
Management fee of related party (7)
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
—
|
|
—
|
%
|
Total adjusted other income (expense), net
|
|
|
(1,567)
|
|
|
(4,706)
|
|
(66.7)
|
%
|
|
|
(9,921)
|
|
|
(15,136)
|
|
(34.5)
|
%
|
Adjusted income before income taxes
|
|
|
22,932
|
|
|
17,151
|
|
33.7
|
%
|
|
|
59,227
|
|
|
46,397
|
|
27.7
|
%
|
Provision for income taxes (8)
|
|
|
9,898
|
|
|
7,366
|
|
34.4
|
%
|
|
|
25,562
|
|
|
19,926
|
|
28.3
|
%
|
Adjusted net income
|
|
$
|
13,034
|
|
$
|
9,785
|
|
33.2
|
%
|
|
$
|
33,665
|
|
$
|
26,471
|
|
27.2
|
%
|
Sum of Non-GAAP adjustments in Footnotes 1-7
|
|
|
(12,902)
|
|
|
(8,201)
|
|
|
|
|
|
(98,400)
|
|
|
(26,702)
|
|
|
|
Net tax impact of adjustments in Footnotes 1-7 (8)
|
|
|
7,284
|
|
|
3,192
|
|
|
|
|
|
24,308
|
|
|
10,740
|
|
|
|
GAAP net income (loss)
|
|
$
|
7,416
|
|
$
|
4,776
|
|
|
|
|
$
|
(40,427)
|
|
$
|
10,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.25
|
|
$
|
0.23
|
|
9.6
|
%
|
|
$
|
0.71
|
|
$
|
0.61
|
|
15.7
|
%
|
Diluted
|
|
$
|
0.25
|
|
$
|
0.23
|
|
9.0
|
%
|
|
$
|
0.71
|
|
$
|
0.61
|
|
15.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
52,620
|
|
|
43,313
|
|
21.5
|
%
|
|
|
47,616
|
|
|
43,313
|
|
9.9
|
%
|
Diluted
|
|
|
52,950
|
|
|
43,313
|
|
22.2
|
%
|
|
|
47,616
|
|
|
43,313
|
|
9.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted percentages of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
40.9
|
%
|
|
41.4
|
%
|
|
|
|
|
41.3
|
%
|
|
41.1
|
%
|
|
|
General and administrative
|
|
|
20.8
|
%
|
|
21.8
|
%
|
|
|
|
|
21.2
|
%
|
|
22.3
|
%
|
|
|
Income from operations
|
|
|
30.3
|
%
|
|
30.4
|
%
|
|
|
|
|
29.7
|
%
|
|
29.8
|
%
|
|
|
Net income
|
|
|
16.1
|
%
|
|
13.6
|
%
|
|
|
|
|
14.4
|
%
|
|
12.8
|
%
|
|
|
See footnotes on next page.
Press Ganey Holdings, Inc.
Supplemental Financial Data
(Thousands of dollars, except per share amounts)
(Unaudited)
Reconciliation of Non-GAAP Items to GAAP Net Income (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
|
September 30,
|
|
September 30,
|
|
Excluded items:
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Revenue credits provided to clients as a result of the discontinuance of certain clinical solutions and software applications.
|
|
|
Other non-comparable items
|
|
$
|
—
|
|
$
|
300
|
|
$
|
—
|
|
$
|
779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Equity-based compensation expense associated with (i) the modification of existing equity awards and forgiveness of loans associated with certain equity awards in connection with the Company’s initial public offering (“IPO”) and liquidating distribution of PG Holdco, LLC, and (ii) equity awards at the time of the Company’s IPO and subsequent equity awards granted to attract and retain employees; expense associated with executive separation agreements and targeted employee headcount reductions; and expenses related to the discontinuance of certain clinical solutions and software applications.
|
|
|
Equity-based compensation, IPO related
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,124
|
|
$
|
—
|
|
|
Equity-based compensation, non-IPO related
|
|
|
1,075
|
|
|
726
|
|
|
2,307
|
|
|
2,090
|
|
|
Severance
|
|
|
705
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
Other non-comparable items
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
446
|
|
|
|
|
$
|
1,780
|
|
$
|
786
|
|
$
|
13,136
|
|
$
|
2,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
Equity-based compensation charges (noted above), transaction costs incurred in connection with completed and potential acquisitions, and other non-comparable expenses which include costs incurred in connection with the Company’s IPO and capital structure and strategic corporate planning.
|
|
|
Equity-based compensation, IPO related
|
|
$
|
—
|
|
$
|
—
|
|
$
|
60,314
|
|
$
|
—
|
|
|
Equity-based compensation, non-IPO related
|
|
|
5,394
|
|
|
1,932
|
|
|
8,721
|
|
|
5,475
|
|
|
Acquisition expenses
|
|
|
116
|
|
|
264
|
|
|
319
|
|
|
332
|
|
|
Other non-comparable items
|
|
|
382
|
|
|
—
|
|
|
1,246
|
|
|
605
|
|
|
|
|
$
|
5,892
|
|
$
|
2,196
|
|
$
|
70,600
|
|
$
|
6,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
Amortization expense associated with acquired intangible assets from business combinations.
|
|
|
Amortization of intangibles
|
|
$
|
4,117
|
|
$
|
4,177
|
|
$
|
12,391
|
|
$
|
11,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
Loss (gain) on disposal of property and equipment
|
|
$
|
1
|
|
$
|
504
|
|
$
|
(30)
|
|
$
|
1,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
Write-off of unamortized deferred financing fees, loss on original issuance discount and lender fees in connection with debt refinancings.
|
|
|
Extinguishment of debt
|
|
$
|
1,112
|
|
$
|
8
|
|
$
|
1,750
|
|
$
|
2,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7)
|
Fees paid to the Company’s majority owner under a management agreement prior to the Company’s IPO. The management agreement was terminated upon the closing of the IPO.
|
|
|
Management fee of related party
|
|
$
|
—
|
|
$
|
230
|
|
$
|
553
|
|
$
|
690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)
|
Provision for income taxes based on the Company’s state and federal effective tax rates, including usual non-deductible expenses.
|
|
Press Ganey Holdings, Inc.
Supplemental Financial Data
(Thousands of dollars, except per share amounts)
(Unaudited)
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA (Non-GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
September 30,
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
7,416
|
|
$
|
4,776
|
|
$
|
(40,427)
|
|
$
|
10,509
|
|
Interest expense, net
|
|
|
1,567
|
|
|
4,706
|
|
|
9,921
|
|
|
15,136
|
|
Provision for income taxes
|
|
|
2,614
|
|
|
4,174
|
|
|
1,254
|
|
|
9,185
|
|
Depreciation and amortization
|
|
|
10,528
|
|
|
8,779
|
|
|
30,624
|
|
|
25,825
|
|
EBITDA
|
|
|
22,125
|
|
|
22,435
|
|
|
1,372
|
|
|
60,655
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-based compensation (1)
|
|
|
6,469
|
|
|
2,658
|
|
|
81,466
|
|
|
7,565
|
|
Extinguishment of debt (2)
|
|
|
1,112
|
|
|
8
|
|
|
1,750
|
|
|
2,894
|
|
Management fee of related party (3)
|
|
|
—
|
|
|
230
|
|
|
553
|
|
|
690
|
|
Acquisition expenses (4)
|
|
|
116
|
|
|
264
|
|
|
319
|
|
|
332
|
|
Severance (5)
|
|
|
705
|
|
|
—
|
|
|
705
|
|
|
—
|
|
Loss on disposal of property & equipment
|
|
|
1
|
|
|
504
|
|
|
(30)
|
|
|
1,595
|
|
Other non-comparable items (6)
|
|
|
382
|
|
|
360
|
|
|
1,246
|
|
|
1,830
|
|
Adjusted EBITDA
|
|
$
|
30,910
|
|
$
|
26,459
|
|
$
|
87,381
|
|
$
|
75,561
|
|
Adjusted EBITDA Margin
|
|
|
38.3
|
%
|
|
36.9
|
|
|
37.5
|
%
|
|
36.8
|
%
|
|
(1)
| |
Equity-based compensation expense associated with (i) the modification of existing equity awards and forgiveness of loans associated with certain equity awards in connection with the Company’s initial public offering (“IPO”) and liquidating distribution of PG Holdco, LLC, and (ii) equity awards at the time of the Company’s IPO and subsequent equity awards granted to attract and retain employees. |
|
(2)
| |
Write-off of unamortized deferred financing fees, loss on original issuance discount and lender fees in connection with debt refinancings. |
|
(3)
| |
Fees paid to the Company’s majority owner under a management agreement prior to the Company’s IPO. The management agreement was terminated upon the closing of the IPO. |
|
(4)
| |
Transaction costs incurred in connection with completed and potential acquisitions. |
|
(5)
| |
Expense associated with executive separation agreements and targeted employee headcount reductions. |
|
(6)
| |
Other non-comparable expenses related to the discontinuance of certain clinical solutions and software applications, costs incurred in connection with the Company's IPO and capital structure and strategic corporate planning. |
Contacts:
|
|
Press Ganey Holdings, Inc.
|
Aria Marketing
|
Balaji Gandhi (Investors)
|
Kristen Berry (Media)
|
781-295-0390
|
617-332-9999 x238
|
IR@pressganey.com
|
kberry@ariamarketing.com
|
PRESS GANEY HOLDINGS, INC. (NYSE:PGND)
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