Guardian Pharmacy Services, Inc 8-K, filed Mar 26, 2025
Guardian Pharmacy Services, Inc. (GRDN)
About this 8-K
Guardian Pharmacy Services, Inc filed this 8-K on March 26, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 2.02 | Results of Operations and Financial Condition. |
On March 26, 2025, Guardian Pharmacy Services, Inc. issued a press release reporting its financial results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information set forth under this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated March 26, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Guardian Pharmacy Services, Inc. | ||||||
| March 26, 2025 |
By: | /s/ David K. Morris | ||||
| Name: | David K. Morris | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
Exhibit 99.1
Guardian Pharmacy Services, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results
ATLANTA, March 26, 2025—(BUSINESS WIRE)— Guardian Pharmacy Services, Inc. (“Guardian”) (NYSE: GRDN), one of the nation’s largest long-term care (LTC) pharmacy services companies, today announced financial results for the fourth quarter and full year ended December 31, 2024.
Fourth Quarter and Full Year Highlights
Three Months Ended December 31, 2024
| • | Revenue of $338.6 million, an increase of 20% year-over-year, driven by organic growth and the previously announced acquisitions of Heartland Pharmacy on April 1, 2024 and Freedom Pharmacy on November 1, 2024 (the “acquisitions”). |
| • | Resident Count of 186,000 at the end of the quarter, an increase of 14% year-over-year and up from 180,000 in the prior quarter, attributable to organic growth and the acquisitions. |
| • | Net Income of $11.8 million, a decrease of $2.7 million year-over-year, attributable to changes in income tax provision expense, share-based compensation expense, and expense associated with certain legal and other regulatory matters. |
| • | Adjusted EBITDA1 of $25.9 million, an increase of 30% year-over-year. Adjusted EBITDA was positively impacted by organic growth and efficiencies gained year-on-year in administering flu and COVID-19 vaccine clinics within LTC facilities we serve. |
Year Ended December 31, 2024
| • | Revenue of $1.228 billion, an increase of 17% year-over-year, driven by organic growth and the acquisitions. |
| • | Net Income (loss) of ($71.0) million, a decrease of $108.8 million year-over-year, primarily attributable to $131.5 million of share-based compensation expense, $125.7 million of which was associated with the Company’s Corporate Reorganization and the initial public offering (“IPO”). This also resulted in a net loss per share for the year. |
| • | Adjusted EBITDA1 of $90.8 million, an increase of 19% year-over-year. |
| • | We had no outstanding indebtedness as of year-end, as the term note and line of credit were paid off with IPO proceeds. We currently have $40 million available under our line of credit, with the ability to increase our overall credit facility up to $75 million. |
“We’re proud to report that we ended the year on a strong note, exceeding our expectations for the fourth quarter and year ended December 31, 2024. The outperformance was driven by strong organic growth, acquisitions, and the new benefit of the seasonal trend related to conducting vaccine clinics in certain long-term care facilities we serve. Looking ahead, we enter 2025 well-positioned for success and we remain committed to continuing to meet the needs of all of the residents we serve,” said Fred Burke, President & CEO of Guardian.
Initial 2025 Full Year Guidance
As previously announced, Guardian is providing the following guidance for the full year 2025:
| • | Revenue of $1.330 billion to $1.350 billion |
| • | Adjusted EBITDA of $97.0 million to $101.0 million |
This guidance does not include potential future M&A activity and/or contiguous expansions. Additionally, guidance for Adjusted EBITDA includes a full year of incremental public company expenses of approximately $4.0 million, compared to just one quarter of related expenses in 2024.
Guardian has not provided a quantitative reconciliation of forecasted Adjusted EBITDA, which is a non-GAAP financial measure to forecasted net income within this release because Guardian is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence due to the variability and complexity of such items. These items include, but are not limited to, income taxes and share-based compensation. These items, which could materially affect the computation of forecasted net income, are inherently uncertain and depend on various factors that are not estimable at this time.
| 1 | Adjusted EBITDA is a non-GAAP financial measure. See reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, below. |
Conference Call Information
Guardian will host a conference call to discuss its fourth quarter and full year 2024 financial results on Wednesday, March 26, 2025, at 4:30 p.m. ET. The conference call can also be accessed by dialing +1 (646) 564-2877 for U.S. participants, or +1 (800) 549-8228 for international participants, and referencing conference ID “69868.” A replay will be available online at https://investors.guardianpharmacy.com shortly after the call’s completion and will remain available for approximately 60 days.
About Guardian Pharmacy Services
Guardian Pharmacy Services is a leading long-term care pharmacy services company that provides an extensive suite of technology-enabled services designed to help residents of long-term health care facilities (“LTCFs”) adhere to their appropriate drug regimen, which in turn helps reduce the cost of care and improve clinical outcomes. As of December 31, 2024, our 51 pharmacies served approximately 186,000 residents in approximately 7,000 LTCFs across 38 states.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are all statements other than those of historical fact. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are forward-looking. These statements are often, but not always, made through the use of words such as “aims,” “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “should,” “will,” “would,” and similar expressions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, many of which are beyond our control. Such risks and uncertainties include: our ability to effectively execute our business strategies, implement new initiatives and improve efficiency; our ability to effectively market and sell, customer acceptance of, and competition for, our pharmaceutical services in new and existing markets; our relationships with pharmaceutical wholesalers and key manufacturers, LTCFs and health plan payors; our ability to maintain and expand relationships with LTCF operators on favorable terms; the impact of a national emergency, public health crisis, global pandemic or outbreak of infectious disease on our employees and business and on our supply chain and the LTCFs we serve; continuing government and private efforts to lower pharmaceutical costs, including by limiting pharmacy reimbursements; changes in, and our ability to comply with, healthcare and other applicable laws, regulations or interpretations; further consolidation of managed care organizations and other health plan payors and changes in the terms of our agreements with these parties; our ability to retain members of our senior management team, our local pharmacy management teams and our pharmacy professionals; our exposure to, and the results of, claims, legal proceedings and governmental inquiries; our ability to maintain the security and integrity of our operating and information technology systems and infrastructure (e.g., against cyber-attacks); product liability, product recall, personal injury or other health and safety issues related to the pharmaceuticals we dispense; the impact of supply chain and other manufacturing disruptions or trade policies related to the pharmaceuticals we dispense; the sufficiency of our sources of liquidity and financial resources to fund our future operating expenses and capital expenditure requirements, and our ability to raise additional capital, if needed; the misuse or off-label use, or errors in the dispensing or administration, of the pharmaceuticals we dispense; and volatility of our stock price. We are subject to additional risks and uncertainties described in our periodic reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained in our most recent Annual Report on Form 10-K, which reports are made publicly available at www.sec.gov and via our website, investors.guardianpharmacy.com Any forward-looking statements in this press release should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Guardian undertakes no obligation to update or revise any information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise.
Additional Information
This release should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K and subsequent filings. Copies of our reports are available on our website at no expense at http:/.investors.guardianpharmacy.com and through the SEC’s website at www.sec.gov.
Use of Non-GAAP Financial Measures
To supplement our results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we also present Adjusted EBITDA and Adjusted SG&A, which are non-GAAP financial measures. We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, as adjusted to exclude the impact of items and amounts that we view as not indicative of our core operating performance, including share-based compensation, acquisition accounting adjustments, certain legal and regulatory items, and IPO-related costs. We define Adjusted SG&A as GAAP selling, general, and administrative expenses adjusted to exclude the impact of share-based compensation, expenses relating to certain legal and regulatory items, and IPO-related costs. Adjusted EBITDA and Adjusted SG&A do not have a definition under GAAP, and our definition of Adjusted EBITDA and Adjusted SG&A may not be the same as, or comparable to, similarly titled measures used by other companies.
We use Adjusted EBITDA and Adjusted SG&A to better understand and evaluate our core operating performance and trends. We believe that presenting Adjusted EBITDA and Adjusted SG&A provides useful information to investors in understanding and evaluating our operating results, as it permits investors to view our core business performance using the same metrics that management uses to evaluate our performance.
There are a number of limitations related to the use of Adjusted EBITDA and Adjusted SG&A rather than the most directly comparable GAAP financial measure, including:
| • | Adjusted EBITDA does not reflect interest and income tax payments that represent a reduction in cash available to us; |
| • | Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; |
| • | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| • | Adjusted EBITDA and Adjusted SG&A do not consider the impact of share-based compensation; and |
| • | Adjusted EBITDA and Adjusted SG&A exclude the impact of certain legal and regulatory items, which can affect our current and future cash requirements. |
Because of these limitations, Adjusted EBITDA and Adjusted SG&A should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. You should consider Adjusted EBITDA and Adjusted SG&A alongside other financial measures, including net income, GAAP selling, general, and administrative expense and our other financial results presented in accordance with GAAP. For a reconciliation of Adjusted EBITDA to net income, and Adjusted SG&A to GAAP selling, general, and administrative expense, for the historical periods presented herein, please see the reconciliation tables below.
GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| (In thousands, except share amounts) | 2023 | 2024 | ||||||
| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ | 752 | $ | 4,660 | ||||
| Accounts receivable, net |
77,262 | 97,153 | ||||||
| Inventories |
36,727 | 40,550 | ||||||
| Other current assets |
14,864 | 9,622 | ||||||
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| Total current assets |
129,605 | 151,985 | ||||||
| Property and equipment, net |
45,064 | 49,883 | ||||||
| Intangible assets, net |
11,979 | 14,912 | ||||||
| Goodwill |
56,046 | 69,296 | ||||||
| Operating lease right-of-use assets |
28,113 | 29,079 | ||||||
| Deferred tax assets |
— | 5,272 | ||||||
| Other assets |
358 | 383 | ||||||
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| Total assets |
$ | 271,165 | $ | 320,810 | ||||
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| Liabilities and equity |
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| Current liabilities: |
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| Accounts payable |
$ | 85,603 | $ | 102,420 | ||||
| Accrued compensation |
16,961 | 14,430 | ||||||
| Line of credit |
9,000 | — | ||||||
| Notes payable, current portion |
3,977 | — | ||||||
| Operating leases, current portion |
6,229 | 6,836 | ||||||
| Other current liabilities |
16,245 | 20,435 | ||||||
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| Total current liabilities |
138,015 | 144,121 | ||||||
| Notes payable, net of current portion |
18,992 | — | ||||||
| Operating leases, net of current portion |
22,803 | 23,297 | ||||||
| Other liabilities |
31,496 | 3,416 | ||||||
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| Total liabilities |
$ | 211,306 | $ | 170,834 | ||||
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| Commitments and contingencies (see Note 9) |
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| Equity: |
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| Members’ equity |
28,209 | — | ||||||
| Class A common stock- 700,000,000 shares authorized, par value $0.001, 9,200,000 shares issued and outstanding as of December 31, 2024 |
— | 9 | ||||||
| Class B common stock- 100,000,000 shares authorized, par value $0.001, 54,087,158 shares issued and outstanding as of December 31, 2024 |
— | 54 | ||||||
| Additional paid-in capital |
— | 125,484 | ||||||
| Retained earnings |
— | 17,124 | ||||||
| Non-controlling interests |
31,650 | 7,305 | ||||||
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| Total equity |
59,859 | 149,976 | ||||||
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| Total liabilities and equity |
$ | 271,165 | $ | 320,810 | ||||
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GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended December 31 |
Year Ended December 31, | |||||||||||||||
| (In thousands, except share and per share amounts) | 2023 | 2024 | 2023 | 2024 | ||||||||||||
| Revenues |
$ | 281,067 | $ | 338,569 | $ | 1,046,193 | $ | 1,228,409 | ||||||||
| Cost of goods sold |
226,489 | 271,465 | 837,883 | 984,038 | ||||||||||||
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| Gross profit |
54,578 | 67,104 | 208,310 | 244,371 | ||||||||||||
| Selling, general, and administrative expenses |
39,054 | 50,349 | 167,364 | 307,291 | ||||||||||||
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| Operating income (loss) |
15,524 | 16,755 | 40,946 | (62,920 | ) | |||||||||||
| Other expenses: |
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| Interest expense |
739 | 421 | 2,859 | 3,278 | ||||||||||||
| Other expense (income), net |
226 | 113 | 367 | 279 | ||||||||||||
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| Total other expenses |
965 | 534 | 3,226 | 3,557 | ||||||||||||
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| Income (loss) before income taxes |
14,559 | 16,221 | 37,720 | (66,477 | ) | |||||||||||
| Provision for income taxes |
— | 4,380 | — | 4,556 | ||||||||||||
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| Net income (loss) |
14,559 | 11,841 | 37,720 | (71,033 | ) | |||||||||||
| Less net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization |
12,018 | — | 23,902 | 22,760 | ||||||||||||
| Less net income (loss) attributable to non-controlling interests |
2,541 | (102 | ) | 13,818 | 16,254 | |||||||||||
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| Net income (loss) attributable to Guardian Pharmacy Services, Inc. |
$ | — | $ | 11,943 | $ | — | $ | (110,047 | ) | |||||||
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| Net income (loss) per share of Class A and Class B common stock 1 |
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| Basic |
N/A | $ | 0.19 | N/A | $ | (1.77 | ) | |||||||||
| Diluted |
N/A | $ | 0.19 | N/A | $ | (1.77 | ) | |||||||||
| Weighted-average Class A and Class B common shares outstanding |
||||||||||||||||
| Basic |
N/A | 62,043,311 | N/A | 62,005,811 | ||||||||||||
| Diluted |
N/A | 62,724,108 | N/A | 62,005,811 | ||||||||||||
| 1 | Basic and diluted net income (loss) per share of Class A and Class B common stock is applicable only for the period from September 27, 2024 through December 31, 2024, which is the period following the initial public offering (“IPO”) and related Corporate Reorganization. |
GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||
| (In thousands) | 2023 | 2024 | ||||||
| Operating activities |
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| Net income (loss) |
$ | 37,720 | $ | (71,033 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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| Depreciation and amortization |
18,234 | 19,772 | ||||||
| Share-based compensation expense (income) |
(6,090 | ) | 131,490 | |||||
| Provision for losses on accounts receivable |
5,070 | 6,370 | ||||||
| Other |
283 | 767 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(14,296 | ) | (25,485 | ) | ||||
| Inventories |
4,426 | (1,151 | ) | |||||
| Other current assets |
(4,688 | ) | (1,979 | ) | ||||
| Accounts payable |
6,295 | 13,230 | ||||||
| Accrued compensation |
3,013 | (2,967 | ) | |||||
| Other operating liabilities |
20,852 | (11,054 | ) | |||||
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| Net cash provided by operating activities |
70,819 | 57,960 | ||||||
| Investing activities |
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| Purchases of property and equipment |
(14,556 | ) | (16,368 | ) | ||||
| Payment for acquisitions |
(985 | ) | (14,710 | ) | ||||
| Other |
2,100 | 671 | ||||||
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| Net cash used in investing activities |
(13,441 | ) | (30,407 | ) | ||||
| Financing activities |
||||||||
| Proceeds from equity offering, net of underwriter fees |
— | 119,784 | ||||||
| Payments of equity offering costs |
— | (4,157 | ) | |||||
| Payments to Class B common stock stockholders |
— | (55,176 | ) | |||||
| Borrowings from notes payable |
— | 15,000 | ||||||
| Repayment of notes payable |
(4,000 | ) | (38,000 | ) | ||||
| Borrowings from line of credit |
269,500 | 189,300 | ||||||
| Repayments of line of credit |
(264,500 | ) | (198,300 | ) | ||||
| Principal payments on finance lease obligations |
(3,893 | ) | (4,481 | ) | ||||
| Deferred payments related to acquisitions |
(325 | ) | — | |||||
| Contributions from non-controlling interests |
889 | 2,758 | ||||||
| Distributions to non-controlling interests |
(16,482 | ) | (14,463 | ) | ||||
| Member distributions |
(38,422 | ) | (35,750 | ) | ||||
| Other |
— | (160 | ) | |||||
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| Net cash provided by (used in) financing activities |
(57,233 | ) | (23,645 | ) | ||||
| Net change in cash and cash equivalents |
145 | 3,908 | ||||||
| Cash and cash equivalents, beginning of period |
607 | 752 | ||||||
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| Cash and cash equivalents, end of period |
$ | 752 | $ | 4,660 | ||||
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| Supplemental disclosure of cash flow information |
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| Cash paid during the year for interest |
$ | 2,783 | $ | 3,121 | ||||
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| Supplemental disclosure of non-cash investing and financing activities |
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| Purchases of property and equipment through finance leases |
$ | 5,873 | $ | 3,529 | ||||
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| Accrued and capitalized offering costs recorded to additional paid-in capital |
$ | — | $ | 8,866 | ||||
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| Non-cash equity contributions from non-controlling members |
$ | — | $ | 5,604 | ||||
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GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA AND ADJUSTED SG&A TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| (in thousands) | 2023 | 2024 | 2023 | 2024 | ||||||||||||
| Net income (loss) |
$ | 14,559 | $ | 11,841 | $ | 37,720 | $ | (71,033 | ) | |||||||
| Add: |
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| Interest expense |
739 | 421 | 2,859 | 3,278 | ||||||||||||
| Depreciation and amortization |
4,714 | 5,153 | 18,234 | 19,772 | ||||||||||||
| Provision for income taxes |
— | 4,380 | — | 4,556 | ||||||||||||
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| EBITDA |
$ | 20,012 | $ | 21,795 | $ | 58,813 | $ | (43,427 | ) | |||||||
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| Share-based compensation (1) |
(22,722 | ) | 3,461 | (6,090 | ) | 131,490 | ||||||||||
| Certain legal & other regulatory matters (2) |
22,586 | 181 | 23,452 | 3,988 | ||||||||||||
| IPO-related costs (3) |
— | 453 | — | 453 | ||||||||||||
| Other (4) |
— | — | — | (1,670 | ) | |||||||||||
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| Adjusted EBITDA |
$ | 19,876 | $ | 25,890 | $ | 76,175 | $ | 90,834 | ||||||||
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| Net income (loss) as a percentage of revenue |
5.2 | % | 3.5 | % | 3.6 | % | (5.8 | )% | ||||||||
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| Adjusted EBITDA as a percentage of revenue |
7.1 | % | 7.6 | % | 7.3 | % | 7.4 | % | ||||||||
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| GAAP selling, general, and administrative expenses |
39,054 | 50,349 | 167,364 | 307,291 | ||||||||||||
| Subtract: |
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| Share-based compensation (1) |
(22,722 | ) | 3,461 | (6,090 | ) | 131,490 | ||||||||||
| Certain legal & other regulatory matters (2) |
22,586 | 181 | 23,452 | 3,988 | ||||||||||||
| IPO-related costs (3) |
— | 453 | — | 453 | ||||||||||||
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| Adjusted SG&A |
$ | 39,190 | $ | 46,254 | $ | 150,002 | $ | 171,360 | ||||||||
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| GAAP selling, general, and administrative expenses as a percentage of revenue |
13.9 | % | 14.9 | % | 16.0 | % | 25.0 | % | ||||||||
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| Adjusted SG&A as a percentage of revenue |
13.9 | % | 13.7 | % | 14.3 | % | 13.9 | % | ||||||||
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| (1) | Prior to the Corporate Reorganization and IPO, our share-based compensation expense primarily represented non-cash recognition of changes in the value of restricted interest unit (“Restricted Interest Unit”) awards, which has historically been recorded as a liability using a cash settlement methodology as calculated on a quarterly basis. In connection with the Corporate Reorganization and IPO, certain Restricted Interest Unit awards were modified,resulting in share-based compensation expense of $125.7 million during the year ended December 31, 2024, based on the fair value of the modified awards. Going forward, these modified awards will be equity classified. |
| (2) | Represents non-recurring attorney’s fees, settlement costs and other expenses associated with certain legal proceedings. The Company excludes such charges when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion allows for consistent evaluation of operations. |
| (3) | Represents non-recurring costs associated with our IPO. |
| (4) | Represents non-recurring proceeds from settlements related to payor reimbursement, which were recorded as revenue upon settlement. |
Contact:
| GuardianPharmacyIR@westwicke.com |