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Arthur Baer
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20th Annual SohnInvestment Conference
Arthur BaerMay 4, 2015
www.cavendishfunds.com
THESE MATERIALS SHALL NOT CONSTITUE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY INTERESTS INANY FUND MANGED BY CAVENDISH FUND MANAGEMENT LLC OR ANY OF ITS AFFILIATES. SUCH AN OFFER TO SELL ORSOLICITATION OF AN OFFER TO BUY INTERESTS MAY ONLY BE MADE PURSUANT TO DEFINEITIVE SUBSCRIPTIONDOCUEMENTS BETWEEN A FUND AND AN INVESTOR
The information contain herein reflect the opinions and projections of Cavendish Fund Management LLC and its affiliates(collectively Cavendish) as of the date pf publication, which is subject to change without notice at any time subsequent tothe date of issue, and severs as a limited supplement to a verbal presentation. Cavendish does not represent that anyopinion or projection will be realized. No representation or warranty is made concerning the accuracy of any data or opinionpresented. All information provided in this presentation is for informational purposes only and should not be deemed asinvestment advice or a recommendation to purchase or sell any specific security. Cavendish has an economic interest in theprice movement of the securities discussed in this presentation, but Cavendishs economic interest is subject to changewithout notice.
The information contained within the body of the presentation is supplemented by footnotes which identify certain ofCavendishs sources, assumptions, estimates and calculations. This information contained herein should be reviewed inconjunction with the footnotes.
Disclaimer
2
Company Overview
3
Premier (PINC) is a healthcare services company operating two divisions:Supply Chain Services (Group Purchasing Organization or GPO) andPerformance Services (Consulting and Software)
Total Member base of 3,400 hospitals (2,100 are part of the GPO) and110,000 alternate care sites
73% of Premiers revenue and 97% of cash flow comes from the SupplyChain Services (GPO) division
GPO economic model: Prenegotiate contracts with healthcare supply vendors Charge the vendors a 1%3% Admin Fee on products purchased
by Premier GPO members through these contracts Premier then pays a portion of the Admin Fee back to its
members in a Revenue Sharing program
GPOs are a fully evolved and competitive market: 96% of all acute care hospitals are in at least one GPO 72% of purchases that hospitals make are made using GPO
contracts
CurrentCapitalization
DivisionRevenueandEBITDATTMDecember31,2014 AdjEBITDA
Net Adjusted LessDivision Revenue EBITDA Capex CapexSupplyChainServices(GPO) 689,708$ 73.4% 374,481$ 2,780$ 371,701$ 96.5%PerformanceServices(Consulting/Software) 250,109$ 26.6% 81,389$ 68,007$ 13,382$ 3.5%TotalOperatingDivisions 939,817$ 100.0% 455,870$ 70,787$ 385,083$ 100.0%
Corporate $ (81,995)$ 2,298$ (84,293)$Total $ 373,875$ 73,085$ 300,790$
SharePrice(5/1/15) 37.70$
SharesOutstandingClassA(mm) 37.35ClassB(mm) 106.66TotalShares 144.01
MarketCap(mm) 5,429$
NetDebt(mm) (440)$
EnterpriseValue(mm) 4,989$
PINC Short Thesis
4
Premiers accounting obfuscates the economic reality of its business by publishing misleadingfinancial statements that omit significant expenses required for ongoing operations
The omitted expenses are related to a change in economics and corporate structure withPremiers members that took place at the time of the companys IPO in Sept 2013
These expenses, in the form of consideration paid to its own customers, represent 35% to 77%of the earnings power of the business (depending on methodology used) and are not reflectedin the income statement
Premier also has an undisclosed open and ongoing investigation with the Office of InspectorGeneral (Health and Human Services) that was identified through a Freedom of InformationRequest and there is an undisclosed arrangement with a paid advisor to the Board
Premier trades at a premium to its closest peer which based on the structural/regulatory risksand actual earnings power, it does not deserve
After deducting the actual expenses needed for ongoing operations, there is significantdownside and Premier is fairly valued at $14.50 / share, 62% lower than the current marketprice
Pre-IPO Corporate Structure
5
Premier was a partnership owned by itsmembers
OwnerMembers did not receive anyrevenue share of the Admin Fees, but splitthe profits of the company based on theirpurchasing volume
NonOwner Members received a marketrate Revenue Share of the Admin Feeswhich averaged 66%
All profits were distributed to the OwnerMembers and there would have been noprofits available for public shareholders
77% of gross Admin Fees came fromOwnerMembers and 23% of gross AdminFees came from NonOwner Members
PreIPOStructure
OwnerMembers
Premier LP
100%ProfitsandVotingInterest.NoRevenueShare.
CertainSubsidiaries andHoldingCompaniesNotPicturedForSimplicityofPresentation
NonOwnerMembers
MarketRateRevenueShares.NoVoting, NoProfit
GrossAdminFeeBreakdown
A Simple Structure, with no Outside Stakeholders
FY2013(Ending6/30/13) GrossAdminFees
OwnerMembers 471,045$ 76.6%NonOwnerMembers* 143,510$ 23.4%Totalgrossadministrativefees 614,555$ 100.0%
*AdjustedforInnovatixpassthroughfeesof$31,855.
Post -IPO Corporate Structure
6
No economic changes For NonOwner Members OwnerMembers designate Premier as their Primary
GPO and execute longer term GPO ParticipationAgreements that can be cancelled for convenience byeither party with 1 year notice
OwnerMember Key Economic Consideration: 30% revenue share of Admin Fees related to that
OwnerMember Tax Distributions that are paid quarterly to cover
prorata share of partnership income (whether or notthey are taxpayers)
Class B shares that vest annually over 7 years and canbe exchanged for Class A shares issued to the public
Termination: If either party cancels the GPO Participation Agreement,
the OwnerMember stops receiving the Revenue Shareand the Tax Distribution
Unvested Class B shares can be repurchased by Premierat a below market price
Three limited partners have had their unvestedClass B shares repurchased since the IPO for$2.35 / share
PostIPOStructure
OwnerMembers
Cass BShares
Premier Inc.
Premier LP
74%VotingOwnership(NoEconomics)
74%EconomicInterest
26%EconomicInterest
26%PercentEconomic and
VotingOwnership.
PublicFloatCass AShares
CertainSubsidiaries andHoldingCompaniesNotPicturedForSimplicityofPresentation
A Complex Structure, with Outside Stakeholders
Accounting
7
Under the New PostIPO Premier Substituted the Tax Distributions and the Class BEquity Consideration for a Significantly Below Market Revenue Share and Neither areIncluded as Operating Expenses
ReceivablesFrom RedeemableLimited AccumulatedOther TotalRedeemableLimitedPartners Partners' Capital Comprehensive (Loss) Income Limited Partners' Capital
June 30, 2014 (18,139)$ 3,262,666$ 147 3,244,674$Distributions applied to receivables from limited partners 1,635$ 1,635$Repurchase of redeemable limited partnership interest (1,515)$ (1,515)$Net income attributable to Premier LP 54,816$ 54,816$Distributions to limited partners (22,691)$ (22,691)$Net unrealized gain on marketable securities (62)$ (62)$Adjustment to redemption amount 382,657$ 382,657$30-Sep-14 (16,504)$ 3,675,933$ 85$ 3,659,514$
RedeemableLimitedPartnersCapitalAccountRollForward(BalanceSheetAccount)
30% Revenue Share of Admin Fees treated as a reduction in revenue (GAAP compliant) Tax Distributions currently accounted for as an adjustment to Redeemable Limited Partners Capital on
the balance sheet and a financing transaction on cash flow statement Class B Shares currently accounted for as an adjustment to Redeemable Limited Partners Capital on the
balance sheet and as the net change (from period to period) in market value in a line item calledAdjustment of redeemable limited partners' capital to redemption amount below net income
The labeling itself is misleading because it has nothing to do with the redemption amount ofunvested share (as seen earlier in the actual redemptions)
Accounting for Consideration to Customers
(emphasis added). If the consideration consists ofanything other than cash (including credits that thecustomer can apply against trade amounts owed to the vendor)or equity instruments .. the Task Force reached a consensusthat the cost of the consideration should be characterized as anexpense.
Howshoulditbeaccounted?AsanExpenseEITF ABSTRACTS Issue No. 019: Accounting for ConsiderationGiven by a Vendor to a Customer
Providing Consideration (Including Equity) to Customers is Not Unique, in Fact FASB hasVery Clear Guidance Relating To These Issues
What Value Should We Use? Fair Valueshould be measured at the fair value of the considerationreceived or the fair value of the equity instruments issued,whichever is more reliably measurable.
When should it be expensed? When VestedEITF ABSTRACTS Issue No. 9618 : Accounting for EquityInstruments That Are Issued to Other Than Employees forAcquiring, or in Conjunction with Selling, Goods or Services.
Equity issuances must be accounted for at the earlier of (i) thedate at which a commitment performance by the counterpartyto earn the equity instruments is reached or (ii) the date atwhich the counterpartys performance is complete.
EquityConsiderationTaxDistribution
The Task Force reached a consensus that cashconsideration (including a sales incentive) given by avendor to a customer is presumed to be a reduction of theselling prices of the vendors products or services and,therefore, should be characterized as a reduction ofrevenue when recognized in the vendors incomestatement.
Howshoulditbeaccounted?Asa ReductioninRevenueEITF ABSTRACTS Issue No. 019: Accounting forConsideration Given by a Vendor to a Customer
When should it be expensed? As Earned
The Task Force reached a consensus that the vendorshould recognize the rebate or refund obligation as areduction of revenue based on a systematic and rationalallocation of the cost of honoring rebates or refunds earnedand claimed to each of the underlying revenue transactionsthat result in progress by the customer toward earning therebate or refund.
Cash payments should be a reduction in revenue and Equity should be an expense, both in the periodsearned by the customer
8
True Business Economics
9
TwoMethodstoEvaluatetheActualEconomicsofthisBusiness
AdjustthecompanysearningstoaccountforamarketrateRevenueShareinsteadofthe
arbitrary30%
ValuetheconsiderationprovidedtotheOwner
Membersthattheyarenowacceptingandexpensethat
amount
1)TaxDistributions2)EquityConsideration
Option#1 Option#2
Option #1: Normalized Revenue Share Rates
10
HistoricalRevenueShare PremiersLargestCustomer
GNYHA, the largest customer representing 8.4% of netrevenue, was paid a 75.3% Revenue Share (beforeconverting to an OwnerMember)
MedAssetsRevenueShare2014 2013 2012
GrossAdminFees 494,927$ 472,113$ 427,698$RevenueShare 203,564$ 182,638$ 160,783$RevenueShare% 41.1% 38.7% 37.6%
AnnualIncrease 6.32% 2.91% 7.12%FiveYearTotalIncrease 21.72% 14.49% 11.25%
MedAssets currently pays a 41.1% Revenue Shareand forecasts a 100200 bp increase in 2015 (withannual increases every year)
Premier has historically paid NonOwnerssubstantially higher Revenue Share percentagesaveraging 66.4% in total.
Competitorour forecasted 100 to 200 basis points increase inrevenue share obligation rate due to renewal pricing ina competitive market environment, consistent withprevious yearoveryear increases.
..if you look back at the annual results for thecompany, you'll see yearoveryear increases inrevenue share obligation pretty much throughout andcertainly the rate this year is indicative of some prioryears slightly different but not dramatically different.
30% Revenue Share Paid to OwnerMembers is Not a Market Rate
2013 ImpliedImplied Revenue Net Revenue
GNYHA GrossAdmin Share Admin ShareNonOwnerMember 49.00$ 36.90$ 12.10$ 75.3%OwnerMember 35.30$ $ 35.30$ 0.0%
84.30$ 36.90$ 47.40$
NonOwnerMemberfromJul'12Dec'12andOwnerMemberfromJan'13June'13.
(FYEnding6/30/13) Rev Adj ExcludingShare GNYHA GNYHA
NonOwnerMembersGrossAdmin 143,480$ (49,000)$ 94,480$NonOwnerMembersRevenueShare* (95,306)$ 36,900$ (58,406)$NetAdminFees 48,174$ (12,100)$ 36,074$
RevenueShare:NonOwnerMembers 66.4% 61.8%
*AdjustedforInnovatixpassthroughfeesof$31,855.
Option #1: Normalized Revenue Share Economics
11
An Adjustment in Revenue Share Percentages has a Huge Impact
NetAdminFeeshavenodirectcosts a$1reductioninnetAdminFees,willequateto$1reductioninoperatingincome
Premierisoverstatingoperatingincomeby$195millionusingtheirownhistoricalRevenueSharePercentagesor$129millionusingamoreconservative54%(averageofMedAssetsactualandPremierhistorical)
NormalizedRevenueShareAdjustment54.0% 66.40%
Current RevShare RevShareLTM LTM LTM
OwnerMembers(Estimated) 536,732$ 536,732$ 536,732$NonOwnerMembers(Estimated) 163,917$ 163,917$ 163,917$
GrossAdminFees(Estimated) 700,649$ 700,649$ 700,649$
RevenueSharePercentage 30.00% 54.00% 66.40%RevenueShareOwnerMembers 161,020$ 289,836$ 356,390$
RevenueSharePercentage* 61.80% 61.80% 61.80%RevenueShareNonOwnerMembers 101,301$ 101,301$ 101,301$
NetAdministrativeFees 438,329$ 309,513$ 242,958$ChangeFromCurrent N/A (128,816)$ (195,371)$
%ImpacttoLTMEBITDA N/A 34.45% 52.26%
%ImpacttoLTMEBITDALessCapex N/A 42.83% 64.95%
*Disclosedrevenueshare,afterbackingoutlargestmembernowincludedasanOwner.
Option #2: Valuing Consideration to Customers
12
TaxDistributionandEquityshouldbechargedasanoperatingexpenseontheincomestatement
ThisequityconsiderationshouldnotbebackedoutinaproformaascustomerswouldnotpurchaseproductsthroughPremierunlesspaidthisadditionalconsideration
Intotal,Premierisoverstatingoperatingincomeby$286million(TaxDistributionsandEquity)
TaxDistributions ClassBUnvestedShares
Other Consideration Paid to Owner Members is Significant and is Only Paid so Long asthe OwnerMembers Maintain Premier as their Primary GPO
Tax Distributions paid to OwnerMembers havebeen $91 million in the last year. They have beenrecorded as a financing transaction on the cash flowstatement.
OwnerMembers are generally, nonprofit and donot pay taxes.
Revenue Reduction Per Year of $91 million
CYQ4 CYQ3 CYQ2 CYQ1LTMActual 12/31/2014 9/30/2014 6/30/2014 3/31/2014
"Tax"Distrubution 91.20$ 23.75$ 22.69$ 22.41$ 22.35$
PotentialClassBShares(mm) 112.61YearsVesting 7.00ClassBSharesPerYear(mm) 16.09
RedemptionPrice 2.35$FairValue 14.50$Difference 12.15$
OperatingExpensePerYear(mm) 195$
Regulatory Concerns
13
AntiKickback statute prohibits remuneration in return forrecommending products or services that are covered byMedicare/Medicaid
Certain specific exemptions to the statute that Premier relies tocollect providing equity interests is not one of thoseexemptions. Admin Fees and remit Revenue Share to itsmembers
Prior to the IPO, the OIG at the HHS published an AdvisoryOpinion (at the request of a competitor) which indicated that asimilar reorganization could potentially be prohibited under theAntiKickback Statute
Premier maintained their restructuring was different, did notseek (nor receive) approval from the OIG and went ahead withtheir IPO
Premier disclosed in the 10k for the FY ending 6/30/14, they hadresponded to an informal request from the OIG
FOIL Request (dated April 10, 2015):(1) A copy of any formal or informal inquires, investigations or requests sent to
Premier Inc., Premier Services, LLC, or Premier Healthcare Alliance, L.P. (orrelated entities) related to any investigation through the OIG related to (i)AntiKickback Statute or (ii) the equity ownership structure of those listedcompanies;
(3) Any written communication between the HHS Office of Inspector General andPremier, Inc., Premier Services, LLC, or Premier Healthcare Alliance, L.P.regarding OIG Advisory Opinion No. 1309 (whether letters to HHS fromPremier or from HHS to Premier)
AntiKickbackStatute
This office has been informed that there is an openand ongoing investigation concerning items 1 and 3items of your request. Therefore, I am denying therequested records under FOIA Exemption (b)(7)(A)...Exemption (b)(7)(A) permits the withholding ofinvestigatory records compiled for law enforcementpurposes when disclosure could reasonably beexpected to interfere with enforcement proceedings.
Open and Ongoing Investigation by Office of Inspector General Undisclosed by Premier
Undisclosed Arrangement
14
GNYHANonProfitTaxReturndisclosesanequitybasedprofitsinterestprovidedtoLeePerlmanfromtheGNYHAHoldingsLLC(theMangerforthebeneficialownerofGNYHAsPremiershares)
LeePerlmanisaformerBoardmemberofPremierandcurrentlyapaidadvisortotheboard
HeevenintroducedthecompanyatthefirstInvestorDay,withapicturetweetedoutbyPremier
1. WhywasntthisequityrelatedinterestdisclosedandwhatexactlyisMr.Perlmansarrangement?
2. CanaGNYHAprincipalacceptprofitsinterestrelatedtoPremierequitywithintheAntiKickbackstatuesinceheisacustomer?
UndisclosedArrangement
Page26
.. Lee Perlman participated in and receivedpayments from an equitybased compensationarrangement sponsored by GNYHA HoldingsLLC.certain equitybased interests subject tovestingthe distribution payments from the equitybased compensation arrangement for tax year 2013 areas follows.Lee Perlman $1,804,503.
What Exactly is Premiers Relationship With GNYHA?
Valuation Withtheregulatoryriskofanundisclosedinvestigationandrelatedpartydealings,Premiershouldtradeatamultiplelowerthanpeers,howeverthisvaluationassumesa10.0xEV/EBITDAmultiple
MedAssets,Premiersclosestcompetitor,tradesat8.9xEV/EBITDA Adjustingthemischaracterizedfinancials:
Option#1:RevenueShareadjustment,resultsinanormalizedEBITDAof$245millionandanEnterpriseValueof$2.45billion($20pershare)
Assumes54%conservativemidpointRevenueShare Option#2:AccountingAdjustmentsforTaxDistributionsandEquityConsiderationresultsinanormalizedEBITDAof$87millionandanEnterpriseValueof$870million($9pershare)
Myfairvalueis$14.50,themidpoint,whichis62%lowerthanthecurrentmarketprice
ValuationFramework
15
Option#1 Option#2Normalized GAAP
RevenueShare Adjusted AverageReportedEBITDA 373,875$ 373,875$ 373,875$EBITDAAdjustments (128,816)$ (286,617)$ (207,716)$NormalizedEBITDA 245,059$ 87,258$ 166,159$PercentofEBITDAOverstatement 34.5% 76.7% 55.6%
EBITDAMultiple 10.00x 10.00x 10.00xEnterpriseValue 2,450,592$ 872,579$ 1,661,586$
Less:Debt (34,581)$ (34,581)$ (34,581)$Add:Cash 474,540$ 474,540$ 474,540$TotalEquityValue 2,890,551$ 1,312,538$ 2,101,545$
PerShareFairValue 20.07$ 9.11$ 14.59$
Appendix
Planned Equity Offering
16
Get Ready For The Shares
OwnerMembers owned 112 million Class B shares thatare convertible to Class A shares in equal annualinstallments for 7 years as they vest (16 million sharesper year)
Premier agreed to conduct an underwritten secondaryoffering each year for three years
The OwnerMembers can also exchange vested shareson a quarterly basis and sell pursuant to rule 144restrictions
The first underwritten secondary offering wasconducted in November 2014 and the others will becompleted in November 2015 and November 2016
In the first exchange (one year after the IPO), 4.7 millionshares of Class B common stock was exchanged
The backlog of 11.3 million shares from the firstyear can be exchanged anytime on a quarterlybasis
TheOwnerMembersareeligibletosellupto27.3millionshares(73%ofthecurrentClassAfloat)byNovember2015.Anunderwrittenofferingisalreadyplanned
PotentialSharesForSale
ClassAOutstanding(2/5/2015) 37.35
ClassBShares(atIPO) 111.9
EligibleForExchange/SaleEachYear(mm) 16.0ExchangedYear1(mm) 4.7BacklogFromYear1(mm) 11.3
Year2Eligible(mm) 16.0
TotalEligibleSharesNov'15(mm) 27.3PercentofCurrentClassAFloat 73.0%
RemainingFutureSharesThereafter(mm) 79.9