-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GNrj6/PAkIX0+iueAms7jbqE+ky2jbU34BJDWBnnp/uSa1/tBaH/Vv8C7HeqPYdu DdxlNBOgwz7Wr6Vp3wSP8Q== 0001157523-10-004725.txt : 20100804 0001157523-10-004725.hdr.sgml : 20100804 20100804161534 ACCESSION NUMBER: 0001157523-10-004725 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100804 DATE AS OF CHANGE: 20100804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDASSETS INC CENTRAL INDEX KEY: 0001254419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510391128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33881 FILM NUMBER: 10991197 BUSINESS ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 200 CITY: ALPHARETTA STATE: GA ZIP: 30022 BUSINESS PHONE: 6783232500 MAIL ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 200 CITY: ALPHARETTA STATE: GA ZIP: 30022 8-K 1 a6385473.htm MEDASSETS, INC. 8-K

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):

August 4, 2010

 

MedAssets, Inc.

 
(Exact name of registrant as specified in its charter)


Delaware

 

001-33881

 

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:

678-323-2500

  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 August 4, 2010, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter and six months ended June 30, 2010. 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 August 4, 2010.
 
 
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.
 
 

August 4, 2010

By:

/s/ L. Neil Hunn

Name: L. Neil Hunn

 

Title: Executive Vice President and Chief Financial Officer and President of

Revenue Cycle Technology


EXHIBIT INDEX


Exhibit No.

Description

 

99.1

Press release dated August 4, 2010.

EX-99.1 2 a6385473ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

MedAssets Reports Second Quarter and Six-Month 2010 Financial Results

ATLANTA--(BUSINESS WIRE)--August 4, 2010--MedAssets, Inc. (NASDAQ: MDAS) today announced results for its second quarter and six-month period ended June 30, 2010, as summarized below:

(In millions, except per share)     2Q-10     2Q-09     6 mos-10     6 mos-09
Net Revenue:
Revenue Cycle Management (RCM) $ 57.2 $ 50.8 $ 115.9 $ 97.8
Spend Management (SM)   37.9   33.4   72.6   65.4
Total Net Revenue

95.1

84.2 188.5 163.2
Net Income

3.3

2.2 8.8 4.1
Earnings per share (EPS) - diluted

0.06

0.04 0.15 0.07
Non-GAAP adjusted EBITDA

25.4

23.5 53.2 46.8
Non-GAAP cash EPS - diluted

$

0.17

$ 0.17 $ 0.36 $ 0.32
Weighted average shares - diluted

59.5

57.0 59.1 56.7
 

Net Revenue

Second Quarter

Total net revenue for the second quarter of 2010 increased 13.0% to $95.1 million from $84.2 million in the second quarter of 2009. RCM segment growth of 12.7% was driven primarily by an increase in transformational or comprehensive revenue cycle services and technology solutions, offset by a decline in decision support license fees. Revenue growth of 13.4% in the SM segment was generated by continued strong demand for medical device consulting and strategic sourcing services as well as 10.2% growth in net administrative fees in its group purchasing organization.

Six-month Period

Total net revenue for the six-month period ended June 30, 2010 increased 15.5% to $188.5 million from $163.2 million in the first six months of 2009.

Non-GAAP Adjusted EBITDA

Second Quarter

In the second quarter of 2010, non-GAAP total adjusted EBITDA was $25.4 million, or 26.7% of total net revenue, an 8.0% increase over non-GAAP total adjusted EBITDA of $23.5 million, or 27.9% of total net revenue, in the second quarter of 2009.

Six-month Period

In the first six months of 2010, non-GAAP total adjusted EBITDA was $53.2 million, or 28.2% of total net revenue, a 13.6% increase over non-GAAP total adjusted EBITDA of $46.8 million, or 28.7% of total net revenue, in the first six months of 2009.

Net Income and Earnings per Share

Second Quarter

Net income in the second quarter of 2010 was $3.3 million, or $0.06 per diluted share, versus net income of $2.2 million, or $0.04 per diluted share, in the second quarter of 2009. Non-GAAP cash EPS, defined as EPS excluding acquisition-related intangible amortization, share-based compensation and other acquisition-related expense items on a tax-adjusted basis, was $0.17 per diluted share in the second quarter of 2010, compared to non-GAAP cash EPS of $0.17 per diluted share in the second quarter of 2009.


Six-month Period

Net income in the first six months of 2010 was $8.8 million, or $0.15 per diluted share, versus net income of $4.1 million, or $0.07 per diluted share, in the first six months of 2009. Non-GAAP cash EPS was $0.36 per diluted share in the first six months of 2010, compared to non-GAAP cash EPS of $0.32 per diluted share in the first six months of 2009.

Cash Flow and Capital Resources

Net cash provided by operating activities in the first six months of 2010 increased 56.1% to $35.8 million from $22.9 million in the first half of 2009. During the second quarter of 2010, the Company repaid $19.1 million of bank debt. The Company’s balance sheet at June 30, 2010 included $184.1 million in total bank debt, which represents leverage of approximately 1.6 times trailing 12-month non-GAAP adjusted EBITDA.

2010 Financial Guidance

The Company reiterated its 2010 financial guidance, as follows:

(In millions, except EPS)       12 Months
Net Revenue: ending 12/31/10
Revenue Cycle Management $ 245 – 251
Spend Management 144 – 150
Total Net Revenue 390 – 400
EPS – diluted 0.45 - 0.55
Non-GAAP adjusted EBITDA 120 – 128
Non-GAAP cash EPS - diluted $ 0.86 - 0.96
 

At June 30, 2010, the Company’s rolling 12-month non-GAAP contracted revenue was an estimated $367.5 million ($229.7 million from the RCM segment and $137.8 million from the SM segment). This is a year-over-year increase of 10.6% on a consolidated basis, and a 1.1% increase when compared to the rolling 12-month total of $363.4 million as of March 31, 2010.

Conference Call Information

Time/Date:     5:00 p.m. ET today, Wednesday, August 4, 2010
Phone: 866-811-1812 (or 702-696-4559 international/local), conference code 89060248
Webcast:

http://ir.medassets.com, “Events & Presentations” page

Replay: Webcast will be archived for at least 30 days, or call 800-642-1687 (conf code 89060248)
 

The Company intends to file its Form 10-Q for the three and six-month periods ended June 30, 2010 with the Securities and Exchange Commission on or before August 9, 2010, and this filing will contain additional information about the Company’s results of operations.

About MedAssets

MedAssets (NASDAQ: MDAS) partners with healthcare providers to improve their financial strength by implementing 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, 3,300 hospitals and 40,000 non-acute healthcare providers. For more information, go to www.medassets.com.

Use of Non-GAAP Financial Information

In order to provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, the Company supplements its consolidated financial statements presented on a GAAP basis with non-GAAP financial information, including: gross fees; gross administrative fees; revenue share obligation; EBITDA; adjusted EBITDA; diluted cash EPS; and contracted revenue. Reconciliations of these non-GAAP measures to their most directly comparable GAAP measures, where possible, are included in the accompanying financial schedules. Also, see “Use of Non-GAAP Financial Measures” following these financial schedules for more information.


Safe Harbor Statement

This Press Release contains 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 include the intent, belief or current expectations of the Company and its management team with respect to the Company’s future business operations that include, but are not limited to: 2010 financial guidance, costs and revenue growth, margin and other financial projections; and contracted revenue forecasts. Investors are cautioned that any 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 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission and available at http://ir.medassets.com. The Company disclaims any responsibility to update any forward-looking statements.

mdas/F


 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
   
In 000s, except per share data   Three Months Ended     Six Months Ended
June 30, June 30,
  2010       2009   % Change     2010       2009   % Change  
Revenue:
Administrative fees, net $ 27,964 $ 25,378 10.2 % $ 56,554 $ 52,864 7.0 %
Other service fees   67,163     58,831   14.2 %   131,979     110,329   19.6 %
 
Total net revenue 95,127 84,209 13.0 % 188,533 163,193 15.5 %
 
Operating expenses:
Cost of revenue 22,757 17,613 29.2 % 44,479 34,358 29.5 %
Product development expenses 4,823 5,250 -8.1 % 10,193 11,268 -9.5 %
Selling and marketing expenses 16,009 15,595 2.7 % 26,677 26,491 0.7 %
General and administrative expenses 31,947 27,481 16.3 % 64,098 54,932 16.7 %
Depreciation 4,540 2,985 52.1 % 8,833 5,895 49.8 %
Amortization of intangibles   6,026     7,000   -13.9 %   12,110     14,011   -13.6 %
 
Total operating expenses   86,102     75,924   13.4 %   166,390     146,955   13.2 %
 
Operating income 9,025 8,285 8.9 % 22,143 16,238 36.4 %
Other income (expense):
Interest (expense) (3,807 ) (4,763 ) -20.1 % (7,739 ) (9,756 ) -20.7 %
Other income (expense)   135     (33 ) -509.1 %   202     181   11.6 %
 
Income before income taxes 5,353 3,489 53.4 % 14,606 6,663 119.2 %
Income tax expense   2,059     1,314   56.7 %   5,792     2,583   124.2 %
 
Net income 3,294 2,175 51.4 % 8,814 4,080 116.0 %
 
Basic net income per share   0.06     0.04     0.16     0.08  
 
Diluted net income per share $ 0.06   $ 0.04   50.0 % $ 0.15   $ 0.07   114.3 %
 
Weighted average shares — basic 56,169 54,527 55,994 54,316
Weighted average shares — diluted 59,456 56,968 4.4 % 59,148 56,699 4.3 %
 

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
   
June 30, December 31,
In 000s, except shares   2010     2009  
 
ASSETS
Current
Cash and cash equivalents $ - $ 5,498

Accounts receivable, net of allowances of $3,275 and $4,189 as of June 30, 2010 and December 31, 2009

70,916 67,617
Deferred tax asset, current 14,742 14,423
Prepaid expenses and other current assets   12,608     8,442  
 
Total current assets 98,266 95,980
 
Property and equipment, net 61,245 54,960
Other long term assets
Goodwill 512,866 511,861
Intangible assets, net 85,264 95,589
Other   18,721     20,154  
Other long term assets   616,851     627,604  
 
Total assets $ 776,362   $ 778,544  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 8,201 $ 8,680
Accrued revenue share obligation and rebates 31,588 31,948
Accrued payroll and benefits 12,108 12,874
Other accrued expenses 10,518 7,410
Deferred revenue, current portion 26,435 24,498
Current portion of notes payable 2,499 13,771
Current portion of finance obligation   170     163  
 
Total current liabilities 91,519 99,344
 
Notes payable, less current portion 181,641 201,390
Finance obligation, less current portion 9,606 9,694
Deferred revenue, less current portion 9,035 7,380
Deferred tax liability 19,640 19,239
Other long term liabilities   2,711     4,125  
 
Total liabilities 314,152 341,172
 
Stockholders’ equity

Common stock, $0.01 par value, 150,000,000 shares authorized; 57,522,000 and 56,715,000 shares issued and outstanding as of June 30, 2010 and December 31, 2009

575 567
Additional paid in capital 654,786 639,315
Accumulated other comprehensive loss (1,060 ) (1,605 )
Accumulated deficit   (192,091 )   (200,905 )
 
Total stockholders’ equity   462,210     437,372  
 
Total liabilities and stockholders’ equity $ 776,362   $ 778,544  
 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
  Six Months Ended,
In 000s June 30,   June 30,
  2010     2009  
 
 
Operating activities:
Net income $ 8,814 $ 4,080
 
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Bad debt expense 437 2,524
Depreciation 10,274 7,115
Amortization of intangibles 12,480 14,382
Loss on sale of assets 1 193
Non-cash stock compensation expense 6,511 8,960
Excess tax benefit from exercise of equity awards (3,061 ) (3,313 )
Amortization of debt issuance costs 915 922
Noncash interest expense, net 267 913
Deferred income tax (benefit) (247 ) (57 )
 
Changes in assets and liabilities   (607 )   (12,802 )
 
Cash provided by operating activities   35,784     22,917  
 
Investing activities:
Purchases of property, equipment, and software (8,021 ) (6,186 )
Capitalized software development costs (7,719 ) (7,071 )
Acquisitions, net of cash acquired   (3,160 )   (18,275 )
 
Cash used in investing activities   (18,900 )   (31,532 )
 
Financing activities:
Proceeds from notes payable - 60,932
Repayment of notes payable (31,021 ) (65,206 )
Repayment of finance obligation (329 ) (329 )
Excess tax benefit from exercise of equity awards 3,061 3,313
Issuance of common stock   5,907     4,476  
 
Cash (used in) provided by financing activities   (22,382 )   3,186  
 
Net decrease in cash and cash equivalents (5,498 ) (5,429 )
Cash and cash equivalents, beginning of period   5,498     5,429  
 
Cash and cash equivalents, end of period $ -   $ -  
 

SUPPLEMENTAL SEGMENT REPORTING
(UNAUDITED)
         
In 000s Three Months Ended
June 30, June 30,
2010 2009 % Change
Net revenue
Revenue Cycle Management $ 57,206 $ 50,770 12.7 %
Spend Management   37,921     33,439   13.4 %
 
Total net revenue $ 95,127 $ 84,209 13.0 %
 
 
Non-GAAP Adjusted EBITDA % margin % margin
Revenue Cycle Management $ 17,057 29.8 % $ 14,495 28.6 % 17.7 %
Spend Management 14,985 39.5 % 14,173 42.4 % 5.7 %
Corporate   (6,648 )   (5,154 ) 29.0 %
 
Total non-GAAP Adjusted EBITDA $ 25,394 26.7 % $ 23,514 27.9 % 8.0 %
 
In 000s Six Months Ended
June 30, June 30,
2010 2009 % Change
Net revenue
Revenue Cycle Management $ 115,890 $ 97,790 18.5 %
Spend Management   72,643     65,403   11.1 %
 
Total net revenue $ 188,533 $ 163,193 15.5 %
 
 
Non-GAAP Adjusted EBITDA % margin % margin
Revenue Cycle Management $ 34,539 29.8 % $ 26,821 27.4 % 28.8 %
Spend Management 31,942 44.0 % 30,425 46.5 % 5.0 %
Corporate   (13,275 )   (10,403 ) 27.6 %
 
Total non-GAAP Adjusted EBITDA $ 53,206 28.2 % $ 46,843 28.7 % 13.6 %
 
 
SUPPLEMENTAL REVENUE REPORTING
RECONCILIATION OF GROSS FEES (A NON-GAAP MEASURE) TO NET REVENUE
(UNAUDITED)
 
In 000s Three Months Ended
June 30,
2010 2009
 
Non-GAAP gross administrative fees $ 42,873 $ 39,344
Other service fees   67,163     58,831  
Non-GAAP gross fees 110,036 RSO % 98,175 RSO %
Non-GAAP revenue share obligation (RSO)   (14,909 ) 34.8 %   (13,966 ) 35.5 %
Net revenue $ 95,127 $ 84,209
 
In 000s Six Months Ended
June 30,
2010 2009
 
Non-GAAP gross administrative fees $ 85,902 $ 80,276
Other service fees   131,979     110,329  
Non-GAAP gross fees 217,881 RSO % 190,605 RSO %
Non-GAAP revenue share obligation (RSO)   (29,348 ) 34.2 %   (27,412 ) 34.1 %
Net revenue $ 188,533 $ 163,193
 
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.
 

SUPPLEMENTAL REPORTING OF ADJUSTED EBITDA
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
In 000s   Three Months Ended     Six Months Ended
June 30, June 30,
2010   2009 2010   2009
 
Net Income $ 3,294 $ 2,175 $ 8,814 $ 4,080
 
Depreciation 4,540 2,985 8,833 5,895
Depreciation (included in cost of revenue) 719 617 1,441 1,220
Amortization of intangibles, acquisition-related 6,026 7,000 12,110 14,011
Amortization of intangibles, acquisition-related (included in cost of revenue) 185 185 370 370
Interest expense, net 3,772 4,758 7,685 9,739
Income tax expense   2,059     1,314     5,792     2,583  
 
Non-GAAP EBITDA $ 20,595 $ 19,034 $ 45,045 $ 37,898
 
Share-based compensation 3,039 4,574 6,511 8,960
Rental income from capitalized building lease (109 ) (109 ) (219 ) (219 )
Purchase accounting adjustments - 15 - 204
Acquisition-related charges   1,869     -     1,869     -  
 
Non-GAAP Adjusted EBITDA $ 25,394 $ 23,514 $ 53,206 $ 46,843
 
 
 
SUPPLEMENTAL REPORTING OF SHARE-BASED COMPENSATION
EXPENSE INCLUDED IN OPERATING EXPENSES
(UNAUDITED)
In 000s Three Months Ended Six Months Ended
June 30, June 30,
2010 2009 2010 2009
Amount of share-based compensation included in:
Cost of revenue 661 769 1,227 1,629
Product development expense 136 296 333 605
Selling & marketing expense 802 764 1,416 1,562
General & administrative expense   1,440     2,745     3,535     5,164  
 
Total $ 3,039 $ 4,574 $ 6,511 $ 8,960
 
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.
 

SUPPLEMENTAL EARNINGS PER SHARE REPORTING
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
  Three Months Ended   Six Months Ended
Per share data June 30, June 30,
2010   2009 2010   2009
 
EPS - diluted $ 0.06 $ 0.04 $ 0.15 $ 0.07
 
Pre-tax non-cash, acquisition-related intangible amortization 0.10 0.13 0.21 0.25
 
Pre-tax non-cash, share-based compensation 0.05 0.08 0.11 0.16
 

Pre-tax, acquisition-related charges

  0.03     -     0.03     -  
 
Tax effect on pre-tax adjustments a   (0.07 )   (0.08 )   (0.14 )   (0.16 )
 
Non-GAAP cash EPS - diluted $ 0.17   $ 0.17   $ 0.36   $ 0.32  
 
Weighted average shares - diluted (in 000s) 59,456 56,968 59,148 56,699
 
(a) This amount reflects the tax impact on the adjustments used to derive Non-GAAP cash EPS - diluted. The Company utilizes its effective tax rate for each respective period to calculate the tax effect of each adjustment. The effective tax rate for the three months ended June 30, 2010 and 2009 was 38.5% and 37.7%, respectively, and the effective tax rate for the six months ended June 30, 2010 and 2009 was 39.7% and 38.8%, respectively.
 
SUPPLEMENTAL 2010 ADJUSTED EBITDA GUIDANCE
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
Guidance Range for
Twelve Months Ending
In 000s December 31, 2010
(Low) (High)
 
Net Income $

26,600

$

32,600

 
Depreciation 18,600 18,000
Depreciation (included in cost of revenue) 2,900 2,900
Amortization of intangibles, acquisition-related 23,200 23,200
Amortization of intangibles, acquisition-related (included in cost of revenue) 600 600
Interest expense, net

14,600

14,100

Income tax expense  

17,000

   

20,800

 
 
Non-GAAP EBITDA 103,500 112,200
 
Share-based compensation 13,400 13,200
Acquisition-related charges 3,500 3,000
Rental income from capitalized building lease   (400 )   (400 )
 
Non-GAAP adjusted EBITDA $ 120,000   $ 128,000  
 
SUPPLEMENTAL 2010 EARNINGS PER SHARE GUIDANCE
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED)
Guidance Range for
Twelve Months Ending
In 000s, except per share data December 31, 2010
(Low) (High)
 
Net Income $

26,600

$

32,600

 
EPS - diluted 0.45 0.55
 
Pre-tax non-cash, acquisition-related intangible amortization 0.40 0.40
Pre-tax non-cash, share-based compensation 0.22 0.22
Pre-tax acquisition-related charges   0.05     0.06  
Tax effect on pre-tax adjustments b  

(0.26

)   (0.27 )
 

Non-GAAP cash EPS - diluted

$ 0.86 $ 0.96
 
Fully diluted weighted average shares outstanding 59,600 59,600
 

(b) This amount reflects the tax impact to the adjustments used to derive estimated Non-GAAP cash EPS - diluted. The Company uses its estimated effective tax rate for each guidance range to tax effect the adjustments. The estimated effective tax rate for the guidance range above is 39.0%.

 
See "Use of Non-GAAP Financial Measures" following financial schedules for more information on non-GAAP measures.
 

Use of Non-GAAP Financial Measures

In order to provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management and the board of directors in their financial and operational decision-making, the Company supplements its consolidated financial statements presented on a GAAP basis with the following non-GAAP financial information: gross fees; gross administrative fees; revenue share obligation; EBITDA; adjusted EBITDA; diluted cash EPS; and contracted revenue.

These non-GAAP financial measures may have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company compensates for such limitations by relying primarily on the Company’s GAAP results and using non-GAAP financial measures only supplementally. Where possible, the Company provides reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures. Investors are encouraged to carefully review those reconciliations. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures, as defined by the Company, may differ from and may not be comparable to similarly titled measures used by other companies.

Gross fees include gross administrative fees the Company receives pursuant to its vendor contracts and all other fees the Company receives from customers. The Company's revenue share obligation represents the portion of the gross administrative fees the Company is contractually obligated to share with certain of its GPO customers. Net administrative fees (a GAAP measure) are the Company's gross administrative fees net of its revenue share obligation. Total net revenue (a GAAP measure) reflects the Company's gross fees net of its revenue share obligation. These non-GAAP measures assist management and the board of directors and may be helpful to investors in analyzing the Company's growth in its Spend Management segment given that administrative fees constitute a material portion of the Company's revenue and are paid to the Company by approximately 1,150 vendors contracted by its GPO, and that the Company's revenue share obligation constitutes a significant outlay to certain of its GPO customers.

The Company defines: EBITDA as net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization; and adjusted EBITDA 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. EBITDA and adjusted EBITDA are used by the Company to facilitate a comparison of its operating performance on a consistent basis from period to period and provides for a more complete understanding of factors and trends affecting our business. These measures assist management and the board of directors and may be useful to investors in comparing the Company's operating performance consistently over time as it removes the impact of its capital structure (primarily interest charges and amortization of debt issuance costs), asset base (primarily depreciation and amortization) and items outside the control of the management team (taxes), as well as other non-cash (purchase accounting adjustments and imputed rental income) and non-recurring items, from the Company’s operational results. Adjusted EBITDA also removes the impact of non-cash share-based compensation expense and certain acquisition-related charges. EBITDA and adjusted EBITDA are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flow from continuing operating activities.

The Company defines diluted cash EPS as earnings per share excluding non-cash acquisition-related intangible amortization and non-recurring expense items on a tax-adjusted basis, non-cash tax-adjusted shared-based compensation expense and certain acquisition-related charges on a tax-adjusted basis. Diluted cash EPS is not a measure of liquidity under GAAP, or otherwise, and is not an alternative to cash flow from continuing operating activities. Diluted cash EPS growth is used by the Company as the financial performance metric tied to the vesting of certain equity awards granted pursuant to the Company’s Long-Term Performance Incentive Plan. Use of this measure for this purpose allows management and the board of directors to analyze the Company’s operating performance on a consistent basis by removing the impact of certain non-cash and non-recurring items from our operations, and by rewarding organic growth and accretive business transactions. As a significant portion of senior management’s incentive based compensation is based on the achievement of certain diluted cash EPS growth over time, investors may find such information useful.

Contracted revenue is a forward-looking operating measure used by management and the board of directors to better understand revenue growth trends within the Company's business segments as it reflects the Company’s current estimate of contractually committed revenue to be generated under existing customer contracts in the forward 12-month period. Such information may be useful to investors in their analysis of the Company's revenue growth trends. A reconciliation to the most directly comparable GAAP measure cannot be performed without unreasonable effort.

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

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