8-K

UNITED STATESSECURITIES 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): March 19, 2008

MedAssets, Inc.

(Exact name of registrant as specified in its charter)

Delaware	021-56911	51-0391128
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 North Point Center E, Suite 200, Alpharetta, Georgia	30022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 678-323-2546

Not Applicable

(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:

⃞ 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 March 19, 2008, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the quarter and year ended December 31, 2007. A copy of the press release is attached as Exhibit 99.1 and is being incorporated herein by reference.

The Item 2.02 of this Form 8-K and the information incorporated by reference herein, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated March 19, 2008.
	This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MedAssets, Inc.
March 19, 2008	By:	/s/ Jonathan H. Glenn, Esq.
		Name: Jonathan H. Glenn, Esq.
		Title: Executive Vice President and Chief Legal and Administrative Officer

EX-99.1

Exhibit 99.1

MedAssets Reports Fourth Quarter and Full Year 2007 Results

ATLANTA--(BUSINESS WIRE)--MedAssets, Inc. (NASDAQ: MDAS) today announced results for its fourth quarter and year ended December 31, 2007.

“We are very pleased with our 2007 performance, as we continued to experience tremendous demand for our products and services. We also increased the depth and breadth of our revenue cycle management capabilities through two acquisitions and the introduction of several new ASP-based service offerings including CDM Master and CrossWalk 3.0,” said John A. Bardis, chairman, president and chief executive officer of MedAssets, Inc. “We remain focused on becoming the trusted advisor and partner for our customers to help increase their operating margin and cash flow. With the successful completion of our IPO in December 2007, we have taken the next step in our strategy to leverage our business strength and market position to continue to innovate and deliver positive long-term financial results for our customers and shareholders.”

Financial Highlights

• In accordance with Generally Accepted Accounting Principles (GAAP), total net revenue for full year 2007 increased 28.9% to $188.5 million, driven by organic growth and the addition of acquired businesses.
• On a pro forma basis, assuming the acquired XactiMed and MD-X businesses were part of MedAssets as of January 1, 2006, total net revenue was $209.5 million in 2007, an increase of 17.8% from $177.9 million in 2006.
• Total pro forma adjusted EBITDA increased 17.8% to $66.2 million from $56.2 million in 2006; margins remained constant at 31.6%.
• Pro forma diluted earnings per share (EPS) for 2007 was $0.12; pro forma adjusted EPS excluding non-cash acquisition-related intangible amortization on a tax-adjusted basis for 2007 was $0.49.
• MedAssets completed its initial public offering (IPO) on December 18, 2007, received net proceeds totaling $216.6 million, and subsequently reduced bank indebtedness by $120.0 million, or approximately 37.6%, prior to year end.

Reconciliation of non-GAAP measures, including pro forma net revenue, pro forma adjusted EBITDA, pro forma diluted EPS and pro forma adjusted diluted EPS, to their most directly comparable GAAP measure is provided in the attached financial schedules.

“Strong operating results in 2007 and momentum in our business segments should deliver solid results in 2008 and in 2009,” commented Neil Hunn, MedAssets’ chief financial officer. “The integration of our Revenue Cycle Management acquisitions continues to proceed very well. Our revenue cycle sales force is fully integrated, and we expect to release three to five new or enhanced revenue cycle products during this year. In addition, recent enterprise customer wins are validating our strategy of being a trusted advisor to help improve the operating margins and cash flow for our hospital and health system clients.”

Net Revenue

On a GAAP basis, total net revenue for full-year 2007 was $188.5 million, a 28.9% increase from $146.2 million in 2006. Fourth quarter net revenue increased 45.7% to $53.9 million from $37.0 million in the fourth quarter of 2006.

On a pro forma basis, total net revenue increased 17.8% to $209.5 million, compared to total net revenue of $177.9 million in 2006. This growth was driven by a 26.1% revenue increase in the Revenue Cycle Management segment, and a 10.9% revenue increase in the Spend Management segment. Fourth quarter pro forma net revenue increased 20.0% to $53.9 million from $44.9 million in the fourth quarter of 2006.

Adjusted EBITDA

Total adjusted EBITDA in 2007 was $60.6 million, or 32.1% of revenue, versus adjusted EBITDA of $50.8 million, or 34.7% of revenue, in the prior year. On a pro forma basis, total adjusted EBITDA in 2007 was $66.2 million, or 31.6% of revenue, versus adjusted EBITDA of $56.2 million, or 31.6% of revenue, in 2006. For the fourth quarter of 2007, total pro forma adjusted EBITDA was $15.7 million, or 29.2% of revenue, versus pro forma adjusted EBITDA of $14.6 million, or 32.5% of revenue, in the same quarter of 2006.

Profitability

On a GAAP basis, the Company reported a 2007 net loss attributable to common shareholders of $9.8 million, or a loss of $0.75 per diluted share, compared to a net loss attributable to common shareholders of $5.9 million, or a loss of $0.67 per diluted share, in 2006. Excluding non-recurring and terminated dividends accrued for preferred shareholders, net income for 2007 was $6.3 million, or $0.21 per diluted share.

On a pro forma basis, full-year 2007 adjusted diluted EPS, excluding non-cash acquisition-related intangible amortization on a tax-adjusted basis, was $0.49. Excluded from this calculation is $6.2 million in non-cash share-based compensation expense, which equates to $0.12 per diluted share on a tax adjusted basis.

Capital Resources and Cash Flow

At December 31, 2007, MedAssets had cash and cash equivalents of $137.0 million and total bank debt of $198.3 million on its balance sheet, and $109.0 million of additional capacity under its revolving credit facility. Net cash provided by operating activities for 2007 was $41.6 million, compared to $26.1 million in 2006. Capital expenditures for the year were $16.7 million versus $10.7 million in 2006.

2007 Business Segment Highlights

Revenue Cycle Management Segment

The Revenue Cycle Management segment reported full-year 2007 pro forma net revenue of $101.5 million, an increase of 26.1% when compared to pro forma net revenue of $80.5 million in 2006. Pro forma adjusted EBITDA in 2007 was $28.3 million, or 27.9% of revenue, versus $20.4 million, or 25.3% of revenue, in 2006.

Spend Management Segment

Net revenue in the Spend Management segment was $108.0 million, a 10.9% increase over the $97.4 million reported in 2006. Adjusted EBITDA was $50.6 million, or 46.9% of revenue, in full-year 2007, versus $46.7 million, or 48.0% of revenue, in 2006.

Corporate

On a pro forma basis, the impact of corporate operations on total adjusted EBITDA was $12.8 million in 2007, versus $10.9 million in 2006.

Guidance for 2008

For the full-year ending December 31, 2008, MedAssets expects total net revenue in the range of $230 million to $236 million. On a segment basis, the Company expects net revenue in its Revenue Cycle Management segment between $109 million and $113 million, and net revenue in its Spend Management segment between $120 million to $124 million.

At December 31, 2007, MedAssets’ contracted revenue for full-year 2008 totaled an estimated $198.3 million, consisting of $86.2 million from the Revenue Cycle Management segment and $112.1 million from the Spend Management segment. The Company’s contracted revenue is defined as the estimated contractually committed revenue to be generated under existing customer contracts for 2008. Most of the contracted revenue is derived from multi-year customer agreements.

Total adjusted EBITDA for 2008 is expected to be between $71 million and $75 million.

GAAP diluted EPS in 2008 is expected to be in the range of $0.28 to $0.36. Adjusted diluted EPS, excluding non-cash acquisition-related intangible amortization on a tax-adjusted basis, is expected to be in the range of $0.48 to $0.56 for full year 2008. The Company expects to recognize between $8.5 million and $9.0 million in non-cash share-based compensation expense, which would convert to an earnings impact of between $0.10 and $0.11 per diluted share on a tax-adjusted basis.

Conference Call Information

The Company will host a conference call at 5:00 p.m. ET today to discuss its financial and business highlights and management's outlook for future performance. You can access a live audio webcast of the call from the “Events & Presentations” page at http://ir.medassets.com. To access the conference call, dial 866-811-1812 or 706-902-0609 (international), and provide the conference ID #32007816. For those unable to listen to the live broadcast, a webcast replay will be archived on MedAssets’ website for 30 days. A conference call replay will be available for one week by calling 800-642-1687 or 706-645-9291 (international), and entering conference ID #32007816.

About MedAssets

MedAssets (NASDAQ: MDAS) partners with healthcare providers to improve their financial strength by implementing integrated spend management and revenue cycle solutions that help control cost, improve margins and cash flow, increase regulatory compliance, and optimize operational efficiency. MedAssets serves more than 125 health systems, 2,500 hospitals and 30,000 non-acute care healthcare providers. For more information, go to www.medassets.com.

Safe Harbor Statement

This Press Release contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this Press Release include the intent, belief or current expectations of the Company and members of its management team with respect to the Company’s future business operations as well as the assumptions upon which such statements are based. Forward-looking statements include specifically, but are not limited to: 2008 projections, costs and revenue growth, margin and other financial projections; full-year 2008 contracted revenue forecasts; and the Company’s ability to successfully integrate and capitalize on synergies associated with its past acquisitions. Investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those contemplated by the forward-looking statements in this Press Release include, but are not limited to: failure to realize improvements in performance, efficiency and profitability; failure to complete anticipated sales under negotiations; failure to successfully implement revenue backlog; lack of revenue growth; client losses; and adverse developments with respect to the operation or performance of the Company’s business units or the market price of its common stock. Additional factors that could cause actual results to differ materially from those contemplated within this Press Release can also be found in the Company’s Risk Factor disclosures in its Form 424B4 filed with the Securities and Exchange Commission on December 13, 2007, or on the Company’s Form 10-K that is expected to be filed prior to March 31, 2008. The Company disclaims any responsibility to update any forward-looking statements.

mdas/F

CONSOLIDATED STATEMENTS OF OPERATIONS
In $000s, except per share data	Three Months Ended						Year Ended
	December 31,						December 31,
		2007			2006			2007			2006
	(Unaudited)
Revenue
Administrative fees, net	$	23,826		$	21,557		$	94,792		$	85,778
Other service fees		30,095			15,445			93,726			60,457
Total net revenue		53,921			37,002			188,518			146,235
Operating expenses:
Cost of revenue		10,138			4,558			27,983			15,601
Product development expenses		2,173			1,675			7,785			7,163
Selling and marketing expenses		9,073			7,481			35,748			32,205
General and administrative expenses		20,415			12,769			64,817			55,363
Depreciation		1,845			1,336			7,115			4,822
Amortization of intangibles		4,845			2,969			15,778			11,738
Impairment of property and equipment, intangibles and in process research and development		9			-			1,204			4,522
Total operating expenses		48,498			30,788			160,430			131,414
Operating income		5,423			6,214			28,088			14,821
Other income (expense):
Interest expense		(6,240	)		(3,558	)		(20,391	)		(10,921	)
Other income (expense)		1,014			(1,131	)		3,115			(3,917	)
Income (loss) before income taxes		197			1,525			10,812			(17	)
Income tax (benefit)		323			(420	)		4,516			(8,860	)
Net income (loss)		(126	)		1,945			6,296			8,843
Preferred stock dividends and accretion		(3,649	)		(3,615	)		(16,094	)		(14,713	)
Net loss attributable to common stockholders	$	(3,775	)	$	(1,670	)	$	(9,798	)	$	(5,870	)
Basic and diluted net loss per share:
Basic net loss per share attributable to common stockholders	$	(0.20	)	$	(0.16	)	$	(0.75	)	$	(0.67	)
Diluted net loss per share attributable to common stockholders	$	(0.20	)	$	(0.16	)	$	(0.75	)	$	(0.67	)
Weighted average shares — basic		18,761			10,160			12,984			8,752
Weighted average shares — diluted		18,761			10,160			12,984			8,752
Pro Forma earnings (loss) per share - basic (unaudited) a	$	(0.00	)				$	0.22
Pro Forma earnings (loss) per share - diluted (unaudited) a	$	(0.00	)				$	0.21
Pro Forma weighted average shares - basic (unaudited) a		32,501						28,624
Pro Forma weighted average shares - diluted (unaudited) a		32,501						30,581
(a) Our participating preferred stock converted to common stock on December 18, 2007 as the result of our initial public offering. With this conversion, we are no longer obligated to pay the associated accrued preferred dividends, and all rights to accrued and unpaid preferred dividends were terminated by the former preferred stock shareholders. Since the preferred stock has converted to common and the associated preferred dividends are no longer being accrued, we have presented basic and diluted EPS both inclusive and exclusive of these dividends. We believe the additional disclosure exclusive of the dividends provides more meaningful insight into our earnings per share related to the continuing operations of the Company.

CONSOLIDATED STATEMENTS OF OPERATIONS - PRO FORMA 2007
In $000s, except per share data	Actual Year Ended December 31, 2007			Pro Forma Adjustments b			Pro Forma Year Ended December 31, 2007
				(Unaudited)			(Unaudited)
Revenue
Administrative fees, net	$	94,792		$	-		$	94,792
Other service fees		93,726			21,029			114,755
Total net revenue		188,518			21,029			209,547
Operating expenses:
Cost of revenue		27,983			7,038			35,021
Product development expenses		7,785			720			8,505
Selling and marketing expenses		35,748			1,779			37,527
General and administrative expenses		64,817			7,506			72,323
Depreciation		7,115			282			7,397
Amortization of intangibles		15,778			2,481			18,259
Impairment of property and equipment, intangibles and in process research and development		1,204			-			1,204
					-
Total operating expenses		160,430			19,806			180,236
Operating income		28,088			1,223			29,311
Other income (expense):
Interest expense		(20,391	)		(5,948	)		(26,339	)
Other income (expense)		3,115			37			3,152
Income (loss) before income taxes		10,812			(4,688	)		6,124
Income tax (benefit)		4,516			(1,958	)		2,558
Net income (loss)		6,296			(2,730	)		3,566
Preferred stock dividends and accretion		(16,094	)		(998	)		(17,092	)
Net loss attributable to common stockholders	$	(9,798	)	$	(3,728	)	$	(13,526	)
Basic and diluted net loss per share:
Basic net loss per share attributable to common stockholders	$	(0.75	)				$	(1.04	)
Diluted net loss per share attributable to common stockholders	$	(0.75	)				$	(1.04	)
Weighted average shares — basic		12,984						12,984
Weighted average shares — diluted		12,984						12,984
Pro Forma earnings per share - basic (unaudited) c	$	0.22					$	0.12
Pro Forma earnings per share - diluted (unaudited) c	$	0.21					$	0.12
Pro Forma weighted average shares - basic (unaudited) c		28,624						28,624
Pro Forma weighted average shares - diluted (unaudited) c		30,581						30,581
(b) Includes all adjustments to include the results of the acquisitions of MD-X and XactiMed as if both companies were acquired on January 1, 2007. Such adjustments include the effect of financing such acquisitions and financing of our 2007 dividend payment, as though obtained on January 1, 2007. Refer to our registration statement filed on Form S-1 with the Securities and Exchange Commission (SEC) for further description of such adjustments.
(c) Our participating preferred stock converted to common stock on December 18, 2007 as the result of our initial public offering. With this conversion, we are no longer obligated to pay the associated accrued preferred dividends, and all rights to accrued and unpaid preferred dividends were terminated by the former preferred stock shareholders. Since the preferred stock has converted to common and the associated preferred dividends are no longer being accrued, we have presented basic and diluted EPS both inclusive and exclusive of these dividends. We believe the additional disclosure of EPS exclusive of the dividends provides more meaningful insight into our earnings per share related to the continuing operations of the Company.

CONSOLIDATED STATEMENTS OF OPERATIONS - PRO FORMA 2006
In $000s, except per share data	Actual Year Ended December 31, 2006						Pro Forma Year Ended December 31, 2006
				Pro Forma
				Adjustments d
				(Unaudited)			(Unaudited)
Revenue
Administrative fees, net	$	85,778		$	-		$	85,778
Other service fees		60,457			31,708			92,165
Total net revenue		146,235			31,708			177,943
Operating expenses:
Cost of revenue		15,601			10,950			26,551
Product development expenses		7,163			1,842			9,005
Selling and marketing expenses		32,205			4,104			36,309
General and administrative expenses		55,363			12,930			68,293
Depreciation		4,822			225			5,047
Amortization of intangibles		11,738			5,690			17,428
Impairment of property and equipment, intangibles and in process research and development		4,522			1,195			5,717
					-
Total operating expenses		131,414			36,936			168,350
Operating income		14,821			(5,228	)		9,593
Other income (expense):
Interest expense		(10,921	)		(16,421	)		(27,342	)
Other income (expense)		(3,917	)		64			(3,853	)
Income (loss) before income taxes		(17	)		(21,585	)		(21,602	)
Income tax (benefit)		(8,860	)		(6,340	)		(15,200	)
Net income (loss)		8,843			(15,245	)		(6,402	)
Preferred stock dividends and accretion		(14,713	)		(2,460	)		(17,173	)
Net loss attributable to common stockholders	$	(5,870	)	$	(17,705	)	$	(23,575	)
Basic and diluted net loss per share:
Basic net loss per share attributable to common stockholders	$	(0.67	)				$	(2.69	)
Diluted net loss per share attributable to common stockholders	$	(0.67	)				$	(2.69	)
Weighted average shares — basic		8,752						8,752
Weighted average shares — diluted		8,752						8,752
(d) Includes all adjustments to include the results of the acquisitions of MD-X and XactiMed as if both companies were acquired on January 1, 2006. Such adjustments include the effect of financing such acquisitions and the financing of our 2006 and 2007 dividend payments, as though obtained on January 1, 2006. Refer to our registration statement filed on Form S-1 with the Securities and Exchange Commission (SEC) for further description of such adjustments.

CONSOLIDATED FOURTH QUARTER STATEMENTS OF OPERATIONS - UNAUDITED
										Pro Forma Three Months Ended December 31, 2006
In $000s, except per share data (Unaudited)	Three Months Ended December 31, 2007			Three Months Ended December 31, 2006
							Pro Forma Adjustments e
Revenue:
Administrative fees, net	$	23,826		$	21,557		$	-		$	21,557
Other service fees		30,095			15,445			7,926			23,371
Total net revenue		53,921			37,002			7,926			44,928
Operating expenses:
Cost of revenue		10,138			4,558			2,738			7,296
Product development expenses		2,173			1,675			461			2,136
Selling and marketing expenses		9,073			7,481			1,026			8,507
General and administrative expenses		20,415			12,769			3,233			16,002
Depreciation		1,845			1,336			56			1,392
Amortization of intangibles		4,845			2,969			1,423			4,392
Impairment of property and equipment, intangibles and in process research and development		9			-			-			-
								-
Total operating expenses		48,498			30,788			8,937			39,725
Operating income		5,423			6,214			(1,011	)		5,203
Other income (expense):
Interest expense		(6,240	)		(3,558	)		(4,105	)		(7,663	)
Other income (expense)		1,014			(1,131	)		16			(1,115	)
Income (loss) before income taxes		197			1,525			(5,100	)		(3,575	)
Income tax (benefit)		323			(420	)		(1,585	)		(2,005	)
Net income		(126	)		1,945			(3,515	)		(1,570	)
Preferred stock dividends and accretion		(3,649	)		(3,615	)		(615	)		(4,230	)
Net loss attributable to common stockholders	$	(3,775	)	$	(1,670	)	$	(4,130	)	$	(5,800	)
Basic and diluted loss per share:
Basic net loss attributable to common stockholders	$	(0.20	)	$	(0.16	)				$	(0.57	)
Diluted net loss attributable to common stockholders	$	(0.20	)	$	(0.16	)				$	(0.57	)
Weighted average shares — basic		18,761			10,160						10,160
Weighted average shares — diluted		18,761			10,160						10,160
Pro Forma earnings (loss) per share - basic (unaudited) f	$	(0.00	)
Pro Forma earnings (loss) per share - diluted (unaudited) f	$	(0.00	)
Pro Forma weighted average shares - basic (unaudited) f		32,501
Pro Forma weighted average shares - diluted (unaudited) f		32,501
(e) Includes all adjustments to include the results of the acquisitions of MD-X and XactiMed as if both companies were acquired on January 1, 2006. Such adjustments include the effect of financing certain acquisitions and the financing of our 2006 and 2007 dividend payments, as though obtained on January 1, 2006. Refer to our registration statement filed on Form S-1 with the Securities and Exchange Commission (SEC) for further description of such adjustments.
(f) Our participating preferred stock converted to common stock on December 18, 2007 as the result of our initial public offering. With this conversion, we are no longer obligated to pay the associated accrued preferred dividends, and all rights to accrued and unpaid preferred dividends were terminated by the former preferred stock shareholders. Since the preferred stock has converted to common and the associated preferred dividends are no longer being accrued, we have presented basic and diluted EPS both inclusive and exclusive of these dividends. We believe the additional disclosure of EPS exclusive of the dividends provides more meaningful insight into our earnings per share related to the continuing operations of the Company.

CONDENSED SEGMENT REPORTING
In $000s	Three Months Ended						Year Ended
	December 31,						December 31,
		2007			2006			2007			2006
	(Unaudited)
ACTUAL
Net revenue
Revenue Cycle Management	$	26,118		$	13,316		$	80,512		$	48,834
Spend Management		27,803			23,686			108,006			97,401
Total net revenue	$	53,921		$	37,002		$	188,518		$	146,235
Adjusted EBITDA (a non-GAAP measure) g
Revenue Cycle Management	$	6,574		$	4,549		$	22,711		$	14,942
Spend Management		13,138			11,701			50,632			46,727
Corporate		(3,966	)		(3,352	)		(12,772	)		(10,916	)
Total Adjusted EBITDA	$	15,746		$	12,898		$	60,571		$	50,753
PRO FORMA (Unaudited)
Net revenue
Revenue Cycle Management	$	26,118		$	21,243		$	101,541		$	80,542
Spend Management		27,803			23,685			108,006			97,401
Total net revenue	$	53,921		$	44,928		$	209,547		$	177,943
Adjusted EBITDA (a non-GAAP measure) h
Revenue Cycle Management	$	6,574		$	6,272		$	28,291		$	20,351
Spend Management		13,138			11,701			50,632			46,727
Corporate		(3,966	)		(3,352	)		(12,772	)		(10,916	)
Total Adjusted EBITDA	$	15,746		$	14,621		$	66,151		$	56,162
(g) Adjusted EBITDA is defined by the company as net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization and other non-recurring, non-cash or non-operating items. Adjusted EBITDA is used by the Company to facilitate a comparison of its operating performance on a consistent basis from period to period that provides a more complete understanding of factors and trends affecting our business than GAAP measures alone. The Company believes Adjusted EBITDA assists its board of directors, management and investors in comparing its operating performance on a consistent basis because it removes the impact of the Company's capital structure (primarily interest charges and amortization of debt issuance costs), asset base (primarily depreciation and amortization) and items outside the control of MedAssets' management team (taxes), as well as other non-cash (impairment of intangibles, purchase accounting adjustments, share-based compensation expense and imputed rental income) and non-recurring (litigation expenses and failed acquisition charges) items, from the Company's operations. See our accompanying reconciliations from consolidated Adjusted EBITDA to consolidated Net Income, our closest comparable GAAP-based metric. Such reconciliations are consistent with that of our segment reporting disclosures to our consolidated financial statements included in our 2007 Form 10-K.
(h) Pro forma Adjusted EBITDA is Adjusted EBITDA after giving effect to the acquisitions of MD-X and XactiMed, and certain financings secured in October 2006 and July 2007 as if these events had been completed on January 1st of each respective year. See our accompanying reconciliations from consolidated Pro Forma Adjusted EBITDA to consolidated Pro Forma Net Income.

RECONCILIATION OF NET INCOME TO
CONSOLIDATED ADJUSTED EBITDA (A NON-GAAP MEASURE)
In $000s	Three Months Ended						Year Ended
	December 31,						December 31,
		2007			2006			2007			2006
ACTUAL	(Unaudited)
Net Income (Loss)	$	(126	)	$	1,945		$	6,296		$	8,843
Depreciation		1,845			1,336			7,115			4,822
Amortization of intangibles		4,845			2,969			15,778			11,738
Amortization of intangibles (included in cost of revenue)		378			235			1,145			745
Interest Expense, net		5,717			2,795			18,213			9,545
Income tax (benefit)		323			(420	)		4,516			(8,860	)
EBITDA	$	12,982		$	8,860		$	53,063		$	26,833
Impairment of intangibles		9			-			1,204			4,522
Share-based compensation		2,720			1,771			5,611			3,257
Debt issuance cost extinguishment		-			2,158			-			2,158
Rental income from capitalized building lease		(109	)		(109	)		(438	)		(438	)
Litigation fees		-			(421	)		-			8,629
Avega & Xactimed purchase accounting adjustments		144			639			1,131			4,906
Failed acquisition charges		-			-			-			886
Adjusted EBITDA i	$	15,746		$	12,898		$	60,571		$	50,753
PRO FORMA (Unaudited)
Net Income (Loss)	$	(126	)	$	(1,570	)	$	3,566		$	(6,402	)
Depreciation		1,845			1,392			7,397			5,047
Amortization of intangibles		4,845			4,392			18,259			17,428
Amortization of intangibles (included in cost of revenue)		378			540			1,848			2,150
Interest Expense, net		5,717			7,320			24,161			25,966
Income tax (benefit)		323			(2,005	)		2,558			(15,200	)
EBITDA	$	12,982		$	10,069		$	57,789		$	28,989
Impairment of intangibles		9			-			1,204			5,717
Share-based compensation		2,720			2,122			6,226			4,664
Debt issuance cost extinguishment		-			2,158			-			2,158
Rental income from capitalized building lease		(109	)		(109	)		(438	)		(438	)
Litigation fees		-			(421	)		-			8,629
Avega & Xactimed purchase accounting adjustments		144			802			1,370			5,557
Failed acquisition charges		-			-			-			886
Pro Forma Adjusted EBITDA j	$	15,746		$	14,621		$	66,151		$	56,162
(i) Adjusted EBITDA is defined by the company as net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization and other non-recurring, non-cash or non-operating items. Adjusted EBITDA is used by the Company to facilitate a comparison of its operating performance on a consistent basis from period to period that provides a more complete understanding of factors and trends affecting our business than GAAP measures alone. The Company believes Adjusted EBITDA assists its board of directors, management and investors in comparing its operating performance on a consistent basis because it removes the impact of the Company's capital structure (primarily interest charges and amortization of debt issuance costs), asset base (primarily depreciation and amortization) and items outside the control of MedAssets' management team (taxes), as well as other non-cash (impairment of intangibles, purchase accounting adjustments, share-based compensation expense and imputed rental income) and non-recurring (litigation expenses and failed acquisition charges) items, from the Company's operations.
(j) Pro forma Adjusted EBITDA is Adjusted EBITDA after giving effect to the acquisitions of MD-X and XactiMed, and certain financings secured in October 2006 and July 2007 as if these events had been completed on January 1st of each respective year.

RECONCILIATION OF GROSS FEES TO NET REVENUE
In $000s
	Pro Forma						Actual Results
	Three Months Ended						Three Months Ended
	December 31,						December 31,
		2007			2006			2007			2006
	(Unaudited)						(Unaudited)
Gross administrative fees	$	36,440		$	32,048		$	36,440		$	32,048
Other service fees		30,095			23,371			30,095			15,445
Gross fees		66,535			55,419			66,535			47,493
Revenue share obligation		(12,614	)		(10,491	)		(12,614	)		(10,491	)
Net revenue	$	53,921		$	44,928		$	53,921		$	37,002
	Pro Forma						Actual Results
	Year Ended						Year Ended
	December 31,						December 31,
		2007			2006			2007			2006
	(Unaudited)
Gross administrative fees	$	142,320		$	125,202		$	142,320		$	125,202
Other service fees		114,755			92,165			93,726			60,457
Gross fees		257,075			217,367			236,046			185,659
Revenue share obligation		(47,528	)		(39,424	)		(47,528	)		(39,424	)
Net revenue	$	209,547		$	177,943		$	188,518		$	146,235

CONSOLIDATED BALANCE SHEETS
	December 31,			December 31,
In $000s		2007			2006
ASSETS
Current
Cash and cash equivalents	$	136,952		$	23,459
Restricted cash		20			-
Accounts receivable, net of allowances of $3,506 and $964 as of December 31, 2007 and 2006, respectively		33,679			21,329
Deferred tax asset, current		15,049			9,154
Prepaid expenses and other current assets		4,508			3,438
Total current assets		190,208			57,380
Property and equipment		32,490			23,494
Other long term assets
Goodwill		232,822			133,884
Intangible assets, net		62,491			42,144
Deferred tax asset		-			14,456
Other		8,368			5,846
Other long term assets		303,681			196,330
Total assets	$	526,379		$	277,204
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	4,562		$	5,096
Accrued revenue share obligation and rebates		29,998			22,588
Accrued payroll and benefits		13,402			11,567
Other accrued expenses		5,612			5,389
Deferred revenue, current portion		19,791			20,605
Current portion of notes payable		2,020			1,916
Current portion of finance obligation		128			226
Total current liabilities		75,513			67,387
Notes payable, less current portion		196,264			168,848
Finance obligation, less current portion		10,009			8,965
Deferred revenue, less current portion		3,229			3,218
Deferred Tax liability		5,868			-
Other long term liabilities		5,981			128
Total liabilities		296,864			248,546
Redeemable convertible preferred stock		-			196,030
Stockholders’ equity (deficit)
Common stock, $0.01 par value, 150,000,000 shares authorized; 44,429,000 and 10,737,000 shares issued and outstanding as of December 31, 2007 and 2006, respectively		444			107
Additional paid in capital		442,417			-
Notes receivable from stockholders		(614	)		(862	)
Other comprehensive income		(2,935	)		56
Accumulated deficit		(209,797	)		(166,673	)
Total stockholders’ equity (deficit)		229,515			(167,372	)
Total liabilities and stockholders’ equity	$	526,379		$	277,204

CONDENSED STATEMENTS OF CASH FLOWS
In $000s	Year Ended
	December 31,
		2007			2006
Operating activities:
Net income	$	6,296		$	8,843
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Bad debt expense		1,076			755
Impairment of property and equipment		9			248
Depreciation		7,469			4,907
Amortization of intangibles		16,571			12,398
(Gain) loss on sale of assets		56			41
Noncash stock compensation expense		5,611			4,573
Excess tax benefit from exercise of stock options		(2,894	)		(3,532	)
Amortization of debt issuance costs		452			520
Noncash interest expense, net		520			487
Impairment of debt issuance costs		-			2,158
Impairment of intangibles		1,195			4,274
Deferred income tax expense (benefit)		367			(13,375	)
Changes in assets and liabilities, net of acquisitions:		4,896			3,829
Net cash provided by operating activities		41,624			26,126
Investing activities:
Purchases of property and equipment		(8,857	)		(4,050	)
Capitalized software costs		(7,834	)		(6,698	)
Acquisitions, net of cash acquired		(90,963	)		(78,552	)
Cash used in investing activities		(107,654	)		(89,300	)
Financing activities:
(Increase) decrease in restricted cash		-			3,561
Proceeds from notes payable		160,188			195,271
Repayment of notes payable and capital lease obligations		(132,668	)		(115,491	)
Repayment of finance obligation		(647	)		(641	)
Debt issuance costs		(1,590	)		(2,135	)
Excess tax benefit from exercise of stock options		2,894			3,532
Payment of dividend		(70,000	)		(70,000	)
Issuance (payment) of note receivable to stockholders		248			(25	)
Issuance of series F preferred stock		-			12
Issuance of series J preferred stock		1,000			-
Issuance of common stock		220,098			4,218
Cash (used) in provided by financing activities		179,523			18,302
Net increase (decrease) in cash and cash equivalents		113,493			(44,872	)
Cash and cash equivalents, beginning of period		23,459			68,331
Cash and cash equivalents, end of period	$	136,952		$	23,459

RECONCILIATION OF 2007 PRO FORMA ADJUSTED DILUTED EARNINGS PER SHARE
(A NON-GAAP MEASURE) TO GAAP EARNINGS PER SHARE
	Three Months Ended			Year Ended
	December 31,			December 31,
Per share data k		2007			2007
Net loss per diluted share	$	(0.20	)	$	(0.75	)
Preferred stock dividends and accretion		0.19			0.96
Earnings (loss) per diluted share, excluding dividends		(0.01	)		0.21
Pro forma adjustments		0.05			(0.09	)
Pro forma earnings (loss) per diluted share		0.04			0.12
Non-cash, tax-adjusted acquisition-related intangible amortization		0.09			0.38
Pro forma adjusted diluted earnings per share	$	0.13		$	0.49
Weighted average shares - diluted		18,761			12,984
Pro forma fully diluted weighted average shares outstanding		32,501			30,581
RECONCILIATION OF 2008 ADJUSTED EBITDA GUIDANCE
(A NON-GAAP MEASURE) TO GAAP NET INCOME GUIDANCE
	Year Ending
In $000s	December 31,
		2008
	Guidance Range
Net Income	$	13,400		$	17,000
Depreciation		9,600			9,400
Amortization of intangibles		15,100			15,100
Amortization of intangibles (included in cost of revenue)		1,500			1,500
Interest Expense, net		11,800			11,200
Income tax (benefit)		10,200			11,900
EBITDA		61,600			66,100
Share-based compensation		9,000			8,500
Rental income from capitalized building lease		(400	)		(400	)
Avega & Xactimed purchase accounting adjustments		800			800
Adjusted EBITDA	$	71,000		$	75,000
RECONCILIATION OF 2008 ADJUSTED DILUTED EARNINGS PER SHARE GUIDANCE
(A NON-GAAP MEASURE) TO GAAP EARNINGS PER SHARE
	Year Ending
	December 31,
In 000s, except per share data k		2008
	Guidance Range
Net Income	$	13,400		$	17,000
Earnings per share (EPS)		0.28			0.36
Non-cash, tax-adjusted acquisition-related intangible amortization		0.20			0.20
Adjusted EPS		0.48			0.56
Non-cash, tax-adjusted share-based compensation		0.10			0.11
Cash EPS	$	0.59		$	0.67
Fully diluted weighted average shares outstanding		47,200			47,200
(k) Columns may not add due to rounding.

CONTACT:
MedAssets, Inc.
Robert P. Borchert
VP, Investor Relations
678-248-8194
rborchert@medassets.com