false 0001577916 0001577916 2023-11-07 2023-11-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 7, 2023

 

 

Premier, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36092   35-2477140
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

13034 Ballantyne Corporate Place

Charlotte, NC 28277

(Address of principal executive offices) (Zip Code)

(704) 357-0022

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Class A Common Stock, $0.01 Par Value   PINC   NASDAQ Global Select Market

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 Operation and Financial Condition

On November 7, 2023, Premier, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the three months ended September 30, 2023. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

As discussed in the press release, the Company held a conference call and webcast on November 7, 2023. Supplemental slides referenced during the conference call and webcast were available on the Company’s website for viewing by call participants. A transcript of the call together with supplemental slides referenced during the conference call are attached as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K.

 

Item 7.01.

Regulation FD Disclosure

As noted above, the Company held a conference call and webcast on November 7, 2023, to discuss the Company’s operating results for the three months ended September 30, 2023. A copy of the press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call, is attached as Exhibit 99.1 to this Current Report on Form 8-K. A transcript of the call together with supplemental slides referenced during the conference call are attached as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

* * * *

The information discussed under Item 2.02 and Item 7.01 above, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits

(d)  Exhibits

 

Exhibit
No.

  

Description

99.1    Press release of Premier, Inc. dated November 7, 2023
99.2    Transcript of conference call of Premier, Inc. dated November 7, 2023
99.3    Supplemental slides referenced during the fiscal 2024 first quarter earnings call of Premier, Inc.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


SIGNATURE

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.

 

    Premier, Inc.
    By:  

/s/ Michael J. Alkire

      Name: Michael J. Alkire
      Title: President and Chief Executive Officer
Date: November 8, 2023      

Exhibit 99.1

 

LOGO

Premier, Inc. Reports Fiscal-Year 2024 First-Quarter Results

CHARLOTTE, N.C., November 7, 2023 - Premier, Inc. (NASDAQ: PINC), a leading technology-driven healthcare improvement company, today reported financial results for the fiscal year 2024 first quarter ended September 30, 2023.

“Our first quarter results reflect continued progress in advancing our strategy to technology-enable better, smarter healthcare as we continue to innovate with our members and other customers,” said Michael J. Alkire, Premier’s President and CEO. “We performed better than anticipated in terms of profitability as we continued to actively manage our businesses in a challenging macroeconomic environment. Year over year consolidated net revenue growth was driven by strong growth in our Performance Services segment.”

Consolidated Financial Highlights

 

     Three Months Ended September 30,  
(in thousands, except per share data)    2023     2022     % Change  

Net revenue:

      

Supply Chain Services:

      

Net administrative fees

   $ 149,027     $ 150,006       (1 %) 

Software licenses, other services and support

     11,186       10,826       3
  

 

 

   

 

 

   

 

 

 

Services and software licenses

     160,213       160,832       —  

Products

     50,585       58,861       (14 %) 
  

 

 

   

 

 

   

 

 

 

Total Supply Chain Services

     210,798       219,693       (4 %) 

Performance Services

     108,006       94,189       15
  

 

 

   

 

 

   

 

 

 

Total segment net revenue

     318,804       313,882       2

Eliminations

     (52     (9     478
  

 

 

   

 

 

   

 

 

 

Net revenue

   $ 318,752     $ 313,873       2
  

 

 

   

 

 

   

 

 

 

Net income

   $ 42,410     $ 42,959       (1 %) 

Net income attributable to stockholders

   $ 44,761     $ 42,716       5

Diluted earnings per share attributable to stockholders

   $ 0.37     $ 0.36       3


Consolidated Financial Highlights

 

     Three Months Ended September 30,  
(in thousands, except per share data)    2023     2022     % Change  

NON-GAAP FINANCIAL MEASURES*:

      

Adjusted EBITDA:

      

Supply Chain Services

   $ 114,974     $ 113,187       2

Performance Services

     21,774       19,132       14
  

 

 

   

 

 

   

 

 

 

Total segment adjusted EBITDA

     136,748       132,319       3

Corporate

     (31,009     (31,182     1
  

 

 

   

 

 

   

 

 

 

Total

   $ 105,739     $ 101,137       5
  

 

 

   

 

 

   

 

 

 

Adjusted net income

   $ 64,887     $ 56,232       15
  

 

 

   

 

 

   

 

 

 

Adjusted earnings per share (EPS)

   $ 0.54     $ 0.47       15

 

*

Refer to Premier’s Use and Definition of Non-GAAP Measures below and the supplemental financial information at the end of this release for information on the company’s use of non-GAAP measures and a reconciliation of reported GAAP results to non-GAAP results.

Results of Operations for the Three Months Ended September 30, 2023

(As compared with the three months ended September 30, 2022)

GAAP net revenue of $318.8 million increased 2% from $313.9 million in the prior-year period. GAAP net revenue was driven by an increase in Performance Services segment revenue partially offset by a decline in direct sourcing products revenue. Refer to Supply Chain Services and Performance Services sections below for further discussion on the factors that impacted each segment during the quarter.

GAAP net income of $42.4 million decreased 1% from $43.0 million in the prior-year period primarily due to an increase in operating expenses and lower equity earnings in the current-year period offset by an increase in gross profit, primarily driven by lower logistics and products costs in the company’s direct sourcing products business, and a decrease in estimated effective income tax rate compared to the prior-year period.

GAAP diluted EPS of $0.37 increased 3% from $0.36 in the prior-year period due to a decrease in the portion of net income attributable to non-controlling interests as well as the aforementioned drivers affecting GAAP net income quarter-over-quarter.

Adjusted EBITDA of $105.7 million increased 5% from $101.1 million in the prior-year period primarily due to increases in each segment’s adjusted EBITDA. Refer to Supply Chain Services and Performance Services sections below for further discussion on the factors that impacted each segment during the quarter.

Adjusted net income of $64.9 million increased 15% from $56.2 million in the prior-year period. Adjusted EPS of $0.54 increased 15% from $0.47 in the prior-year period primarily as a result of the same factors that impacted adjusted EBITDA as well as a decrease in depreciation and amortization expense and an increase in interest income partially offset by an increase in the non-GAAP estimated effective income tax rate from 26% to 27%.

Segment Results

(For the fiscal first quarter of 2024 as compared with the fiscal first quarter of 2023)

Supply Chain Services

Supply Chain Services segment net revenue of $210.8 million decreased 4% from $219.7 million in the prior-year period, primarily reflecting lower products revenue in the first quarter of fiscal 2024, as described below.

 

2


Net administrative fees revenue of $149.0 million decreased 1% from $150.0 million in the prior-year period driven by a decline in the non-acute, or “Continuum of Care”, group purchasing organization (“GPO”) program due to lower than anticipated member purchasing in certain categories partially offset by a slight increase in purchasing in the acute GPO program. As the company anticipated, the overall group purchasing program was impacted by an increase in aggregate blended administrative fee share due to current market dynamics.

Products revenue of $50.6 million decreased 14% from $58.9 million in the prior-year period primarily due to continued excess market supply and members’ and other customers’ inventory levels which contributed to lower demand and pricing in the current year period.

Segment adjusted EBITDA of $115.0 million increased 2% from $113.2 million in the prior-year period primarily due to higher profit margin in the company’s direct sourcing business compared to the prior-year period driven by lower logistics and product costs partially offset by an increase in expenses in support of the GPO program and supply chain co-management business.

Performance Services

Performance Services segment net revenue of $108.0 million increased 15% from $94.2 million in the prior-year period, primarily due to an increase in revenue from enterprise license agreements in the current-year period compared with the prior-year period as well as growth in the company’s consulting services and certain of its adjacent markets businesses, including revenue contributions from the company’s acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively, “TRPN”) in October 2022.

Segment adjusted EBITDA of $21.8 million increased 14% from $19.1 million in the prior year period mainly due to the aforementioned increase in revenue partially offset by higher cost of sales for related revenues as well as an increase in expenses as the company continued to invest in certain of its adjacent markets businesses.

Cash Flows and Liquidity

Net cash provided by operating activities (“operating cash flow”) for the three months ended September 30, 2023 of $81.9 million increased from $74.8 million in the prior-year period primarily due to an increase in cash receipts as a result of higher revenue and collections in the current-year period and a decrease in payments for fiscal 2023 performance-related compensation compared to payments in the prior-year period. These increases were partially offset by a one-time dividend received from a minority investment in the prior-year period.

Net cash used in investing activities and net cash provided by financing activities for the three months ended September 30, 2023, were $21.3 million and $302.9 million, respectively. As of September 30, 2023, cash and cash equivalents were $453.3 million compared with $89.8 million as of June 30, 2023, and the company’s five-year, $1.0 billion revolving credit facility had no outstanding balance. The increase in cash and cash equivalents was primarily due to proceeds from the previously announced sale of the company’s non-healthcare GPO operations.

Free cash flow for the three months ended September 30, 2023 of $35.9 million increased from $31.5 million in the prior-year period. The increase was primarily due to the same factors that impacted operating cash flow partially offset by an increase in purchases of property and equipment. Free cash flow is a non-GAAP measure. Refer to Premier’s Use and Definition of Non-GAAP Measures below and the supplemental financial information at the end of this release for information on the company’s use of non-GAAP measures and a reconciliation of reported GAAP results to non-GAAP results.

During the first three months of fiscal 2024, the company paid aggregate dividends of $25.8 million to holders of its Class A common stock.

Fiscal Year 2024 Guidance

As previously announced and considering its ongoing strategic review, the company will not be providing fiscal year 2024 guidance at this time.

 

3


Conference Call and Webcast

Premier will host a conference call to provide additional detail around the company’s performance and outlook today at 8:00 a.m. ET. The call will be webcast live from the company’s website and, along with the accompanying presentation, will be available at the following link: Premier Events. The webcast should be accessed 10 minutes prior to the conference call start time. A replay of the webcast will be available for one year following the conclusion of the live broadcast and will be accessible on the company’s website at https://investors.premierinc.com.

For those parties who do not have internet access, the conference call may be accessed by calling one of the below telephone numbers and asking to join the Premier, Inc. call:

 

Domestic participant dial-in number (toll-free):    (833) 953-2438
International participant dial-in number:    (412) 317-5767

About Premier, Inc.

Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,350 U.S. hospitals and health systems and approximately 300,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost. Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premier’s news and investor sites on www.premierinc.com, as well as X, Facebook, LinkedIn, YouTube, Instagram and Premier’s blog for more information about the company.

Premier’s Use and Definition of Non-GAAP Measures

Premier uses EBITDA, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted earnings per share, and free cash flow. These are non-GAAP financial measures that are not in accordance with, or an alternative to, GAAP, and may be different from non-GAAP financial measures used by other companies. We include these non-GAAP financial measures to facilitate a comparison of the company’s operating performance on a consistent basis from period to period and to provide measures that, when viewed in combination with its results prepared in accordance with GAAP, we believe allow for a more complete understanding of factors and trends affecting the company’s business than GAAP measures alone. Management believes EBITDA, adjusted EBITDA and segment adjusted EBITDA assist the company’s board of directors, management and investors in comparing the company’s operating performance on a consistent basis from period to period by removing the impact of the company’s asset base (primarily depreciation and amortization) and items outside the control of management (taxes), as well as other non-cash (impairment of intangible assets and purchase accounting adjustments) and non-recurring items, from operating results. Adjusted EBITDA and segment adjusted EBITDA are supplemental financial measures used by the company and by external users of the company’s financial statements.

Management considers adjusted EBITDA an indicator of the operational strength and performance of the company’s business. Adjusted EBITDA allows management to assess performance without regard to financing methods and capital structure and without the impact of other matters that management does not consider indicative of the operating performance of the business. Segment adjusted EBITDA is the primary earnings measure used by management to evaluate the performance of the company’s business segments.

Management believes free cash flow is an important measure because it represents the cash that the company generates after payment of tax distributions to limited partners, payments to certain former limited partners that elected to execute a Unit Exchange and Tax Receivable Agreement (“Unit Exchange Agreement”) in connection with our August 2020 restructuring and purchases of property and equipment to maintain existing products and services and ongoing business operations, as well as development of new and upgraded products and services to support future growth. Free cash flow is important because it enables the company to seek enhancement of stockholder value through acquisitions, partnerships, joint ventures, investments in related or complimentary businesses and/or debt reduction.

 

4


Non-recurring items are items to be income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. Such items include stock-based compensation, acquisition- and disposition-related expenses, strategic initiative- and financial restructuring-related expenses, remeasurement of TRA liabilities, loss on disposal of long-live assets, gain or loss on FFF put and call rights, income and expense that has been classified as discontinued operations and other expense.

Non-operating items include gains or losses on the disposal of assets and interest and investment income or expense.

EBITDA is defined as net income before income or loss from discontinued operations, net of tax, interest and investment income or expense, net, income tax expense, depreciation and amortization and amortization of purchased intangible assets.

Adjusted EBITDA is defined as EBITDA before merger and acquisition-related expenses and non-recurring, non-cash or non-operating items.

Segment adjusted EBITDA is defined as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations.

Adjusted net income is defined as net income attributable to Premier (i) excluding income or loss from discontinued operations, net, (ii) excluding income tax expense, (iii) excluding the effect of non-recurring or non-cash items, including certain strategic initiative- and financial restructuring-related expenses, (iv) reflecting an adjustment for income tax expense on Non-GAAP net income before income taxes at our estimated annual effective income tax rate, adjusted for unusual or infrequent items and (v) excluding the equity in net income of unconsolidated affiliates.

Adjusted earnings per share is Adjusted Net Income divided by diluted weighted average shares.

Free cash flow is defined as net cash provided by operating activities from continuing operations less distributions and Tax Receivable Agreement payments to limited partners, early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 restructuring and purchases of property and equipment. Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.

To properly and prudently evaluate our business, readers are urged to review the reconciliation of these non-GAAP financial measures, as well as the other financial tables, included at the end of this release. Readers should not rely on any single financial measure to evaluate the company’s business. In addition, the non-GAAP financial measures used in this release are susceptible to varying calculations and may differ from, and may therefore not be comparable to, similarly titled measures used by other companies.

The Company has revised the definitions for Adjusted EBITDA, Segment Adjusted EBITDA and Adjusted Net Income from the definitions reported in the 2023 Annual Report. Adjusted EBITDA and segment Adjusted EBITDA definitions were revised to exclude the impact of equity earnings in unconsolidated affiliates. The Adjusted Net Income definition was revised (1) remove the exclusion of the impact of adjustment of redeemable limited partners’ capital to redemption amount, (2) remove the impact of the exchange of all Class B common units for shares of Class A common stock for periods prior to our August 2020 Restructuring and the resulting elimination of non-controlling interest in Premier LP, and (3) add the exclusion of equity earnings in unconsolidated affiliates. For comparability purposes, prior year non-GAAP financial measures are presented based on the current definitions in the above section.

 

5


Further information on Premier’s use of non-GAAP financial measures is available in the “Our Use of Non-GAAP Financial Measures” section of Premier’s Form 10-K for the year ended June 30, 2024, filed with the Securities and Exchange Commission (SEC), as may be updated in subsequent filings with the SEC.

Cautionary Note Regarding Forward-Looking Statements

Statements made in this release that are not statements of historical or current facts, including, but not limited to those related to our ability to advance our long-term strategies and develop innovations for and transform healthcare and our expected effective income tax rate, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside Premier’s control. More information on potential factors that could affect Premier’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Premier’s periodic and current filings with the SEC, including those discussed under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” section of Premier’s Form 10-K for the year ended June 30, 2023 as well as the Form 10-Q for the quarter ended September 30, 2023, expected to be filed with the SEC shortly after the date of this release, and also made available on Premier’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.

 

Investor contact:    Media contact:
Ben Krasinski    Amanda Forster
Senior Director, Investor Relations    Vice President, Public Relations
704.816.5644    202.879.8004
ben_krasinski@premierinc.com    amanda_forster@premierinc.com

 

6


Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended
September 30,
 
     2023     2022  

Net revenue:

    

Net administrative fees

   $  149,027     $  150,006  

Software licenses, other services and support

     119,140       105,006  
  

 

 

   

 

 

 

Services and software licenses

     268,167       255,012  

Products

     50,585       58,861  
  

 

 

   

 

 

 

Net revenue

     318,752       313,873  

Cost of revenue:

    

Services and software licenses

     64,132       54,014  

Products

     44,038       57,874  
  

 

 

   

 

 

 

Cost of revenue

     108,170       111,888  
  

 

 

   

 

 

 

Gross profit

     210,582       201,985  
  

 

 

   

 

 

 

Operating expenses:

    

Selling, general and administrative

     138,060       132,050  

Research and development

     863       975  

Amortization of purchased intangible assets

     12,688       10,452  
  

 

 

   

 

 

 

Operating expenses

     151,611       143,477  
  

 

 

   

 

 

 

Operating income

     58,971       58,508  
  

 

 

   

 

 

 

Equity in net (loss) income of unconsolidated affiliates

     (1,726     8,243  

Interest income (expense), net

     195       (2,859

Other expense, net

     (1,092     (2,164
  

 

 

   

 

 

 

Other (expense) income, net

     (2,623     3,220  
  

 

 

   

 

 

 

Income before income taxes

     56,348       61,728  

Income tax expense

     13,938       18,769  
  

 

 

   

 

 

 

Net income

     42,410       42,959  

Net loss (income) attributable to non-controlling interest

     2,351       (243
  

 

 

   

 

 

 

Net income attributable to stockholders

   $ 44,761     $ 42,716  
  

 

 

   

 

 

 

Calculation of GAAP Earnings per Share

    

Numerator for basic and diluted earnings per share:

    

Net income attributable to stockholders

   $ 44,761     $ 42,716  

Denominator for earnings per share:

    

Basic weighted average shares outstanding

     119,344       118,351  

Effect of dilutive securities:

    

Stock options

     —         146  

Restricted stock units

     534       563  

Performance share awards

     255       973  
  

 

 

   

 

 

 

Diluted weighted average shares

     120,133       120,033  
  

 

 

   

 

 

 

Earnings per share attributable to stockholders:

    

Basic

   $ 0.38     $ 0.36  

Diluted

   $ 0.37     $ 0.36  

 

7


Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

     September 30, 2023     June 30, 2023  

Assets

    

Cash and cash equivalents

   $ 453,261     $ 89,793  

Accounts receivable (net of $1,970 and $2,878 allowance for credit losses, respectively)

     102,122       115,295  

Contract assets (net of $1,079 and $885 allowance for credit losses, respectively)

     311,557       299,219  

Inventory

     69,868       76,932  

Prepaid expenses and other current assets

     65,566       60,387  
  

 

 

   

 

 

 

Total current assets

     1,002,374       641,626  

Property and equipment (net of $682,882 and $662,554 accumulated depreciation, respectively)

     210,519       212,308  

Intangible assets (net of $278,372 and $265,684 accumulated amortization, respectively)

     417,342       430,030  

Goodwill

     1,012,355       1,012,355  

Deferred income tax assets

     797,064       653,629  

Deferred compensation plan assets

     44,029       50,346  

Investments in unconsolidated affiliates

     230,080       231,826  

Operating lease right-of-use assets

     26,871       29,252  

Other assets

     108,938       110,115  
  

 

 

   

 

 

 

Total assets

   $  3,849,572     $  3,371,487  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

 

 

Accounts payable

   $ 48,545     $ 54,375  

Accrued expenses

     46,193       47,113  

Revenue share obligations

     265,832       262,288  

Accrued compensation and benefits

     45,807       60,591  

Deferred revenue

     20,730       24,311  

Current portion of notes payable to former limited partners

     100,130       99,665  

Line of credit and current portion of long-term debt

     1,199       216,546  

Current portion of liability related to the sale of future revenues

     32,827       —    

Other current liabilities

     209,263       50,574  
  

 

 

   

 

 

 

Total current liabilities

     770,526       815,463  

Long-term debt, less current portion

     —         734  

Liability related to the sale of future revenues, less current portion

     541,834       —    

Notes payable to former limited partners, less current portion

     76,317       101,523  

Deferred compensation plan obligations

     44,029       50,346  

Operating lease liabilities, less current portion

     18,916       21,864  

Other liabilities

     45,245       47,202  
  

 

 

   

 

 

 

Total liabilities

     1,496,867       1,037,132  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Class A common stock, $0.01 par value, 500,000,000 shares authorized; 126,101,826 shares issued and 119,672,451 shares outstanding at September 30, 2023 and 125,587,858 shares issued and 119,158,483 shares outstanding at June 30, 2023

     1,261       1,256  

Treasury stock, at cost; 6,429,375 shares at both September 30, 2023 and June 30, 2023

     (250,129     (250,129

Additional paid-in capital

     2,177,324       2,178,134  

Retained earnings

     424,260       405,102  

Accumulated other comprehensive loss

     (11     (8
  

 

 

   

 

 

 

Total stockholders’ equity

     2,352,705       2,334,355  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,849,572     $ 3,371,487  
  

 

 

   

 

 

 

 

8


Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

     Three Months Ended September 30,  
     2023     2022  

Operating activities

    

Net income

   $ 42,410     $ 42,959  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     33,016       33,891  

Equity in net loss (income) of unconsolidated affiliates

     1,726       (8,243

Deferred income taxes

     (143,435     2,156  

Stock-based compensation

     6,692       7,136  

Other, net

     3,459       10,035  

Changes in operating assets and liabilities, net of the effects of acquisitions:

    

Accounts receivable

     13,173       8,903  

Contract assets

     (16,838     (11,856

Inventory

     7,064       (4,229

Prepaid expenses and other assets

     9,216       17,821  

Accounts payable

     (3,099     15,172  

Revenue share obligations

     3,544       2,435  

Accrued expenses, deferred revenue and other liabilities

     124,948       (41,429
  

 

 

   

 

 

 

Net cash provided by operating activities

   $ 81,876     $ 74,751  
  

 

 

   

 

 

 

Investing activities

    

Purchases of property and equipment

   $ (21,270   $ (18,930

Other

     —         (1,300
  

 

 

   

 

 

 

Net cash used in investing activities

   $ (21,270   $ (20,230
  

 

 

   

 

 

 

Financing activities

    

Payments on notes payable

   $ (25,823   $ (26,387

Proceeds from credit facility

     —         100,000  

Payments on credit facility

     (215,000     —    

Proceeds from sale of future revenues

     578,983       —    

Payments on liability related to the sale of future revenues

     (4,322     —    

Cash dividends paid

     (25,827     (25,218

Other, net

     (5,146     (12,419
  

 

 

   

 

 

 

Net cash provided by financing activities

   $ 302,865     $ 35,976  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash flows

     (3     (10

Net increase in cash and cash equivalents

     363,468       90,487  

Cash and cash equivalents at beginning of year

     89,793       86,143  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 453,261     $ 176,630  
  

 

 

   

 

 

 

 

9


Supplemental Financial Information

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(Unaudited)

(In thousands)

 

     Three Months Ended September 30,  
     2023     2022  

Net cash provided by operating activities

   $ 81,876     $ 74,751  

Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (a)

     (24,742     (24,277

Purchases of property and equipment

     (21,270     (18,930
  

 

 

   

 

 

 

Free Cash Flow

   $ 35,864     $ 31,544  
  

 

 

   

 

 

 

 

(a)

Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with Premier’s August 2020 restructuring are presented in the Condensed Consolidated Statements of Cash Flows under “Payments made on notes payable.” During the three months ended September 30, 2023, the company paid $25.7 million to members including imputed interest of $0.9 million which is included in net cash provided by operating activities. During the three months ended September 30, 2022, the company paid $25.7 million to members, including imputed interest of $1.4 million which is included in net cash provided by operating activities.

 

10


Supplemental Financial Information

Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA

Reconciliation of Operating Income to Segment Adjusted EBITDA

Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income

(Unaudited)

(In thousands)

 

     Three Months Ended
September 30,
 
     2023     2022  

Net income

   $ 42,410     $ 42,959  

Interest (income) expense, net

     (195     2,859  

Income tax expense

     13,938       18,769  

Depreciation and amortization

     20,328       23,439  

Amortization of purchased intangible assets

     12,688       10,452  
  

 

 

   

 

 

 

EBITDA

     89,169       98,478  

Stock-based compensation

     6,893       7,349  

Acquisition- and disposition-related expenses

     6,205       2,160  

Strategic initiative and financial restructuring-related expenses

     1,746       1,520  

Equity in net loss (income) of unconsolidated affiliates

     1,726       (8,243

Other reconciling items, net

     —         (127
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 105,739     $ 101,137  
  

 

 

   

 

 

 

Income before income taxes

   $ 56,348     $ 61,728  

Equity in net loss (income) of unconsolidated affiliates

     1,726       (8,243

Interest (income) expense, net

     (195     2,859  

Other expense, net

     1,092       2,164  
  

 

 

   

 

 

 

Operating income

     58,971       58,508  

Depreciation and amortization

     20,328       23,439  

Amortization of purchased intangible assets

     12,688       10,452  

Stock-based compensation

     6,893       7,349  

Acquisition- and disposition-related expenses

     6,205       2,160  

Strategic initiative and financial restructuring-related expenses

     1,746       1,520  

Deferred compensation plan income

     (1,125     (2,370

Other reconciling items, net

     33       79  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 105,739     $ 101,137  
  

 

 

   

 

 

 

SEGMENT ADJUSTED EBITDA

    

Supply Chain Services

   $ 114,974     $ 113,187  

Performance Services

     21,774       19,132  

Corporate

     (31,009     (31,182
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 105,739     $ 101,137  
  

 

 

   

 

 

 

Net income attributable to stockholders

   $ 44,761     $ 42,716  

Income tax expense

     13,938       18,769  

Amortization of purchased intangible assets

     12,688       10,452  

Stock-based compensation

     6,893       7,349  

Acquisition- and disposition-related expenses

     6,205       2,160  

Strategic initiative and financial restructuring-related expenses

     1,746       1,520  

Equity in net loss (income) of unconsolidated affiliates

     1,726       (8,243

Other reconciling items, net

     929       1,267  
  

 

 

   

 

 

 

Adjusted income before income taxes

     88,886       75,990  

Income tax expense on adjusted income before income taxes

     23,999       19,758  
  

 

 

   

 

 

 

Adjusted Net Income

   $ 64,887     $ 56,232  
  

 

 

   

 

 

 

 

11


Supplemental Financial Information

Reconciliation of GAAP EPS to Adjusted EPS

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended
September 30,
 
     2023     2022  

Net income attributable to stockholders

   $ 44,761     $ 42,716  

Income tax expense

     13,938       18,769  

Amortization of purchased intangible assets

     12,688       10,452  

Stock-based compensation

     6,893       7,349  

Acquisition- and disposition-related expenses

     6,205       2,160  

Strategic initiative and financial restructuring-related expenses

     1,746       1,520  

Equity in net loss (income) of unconsolidated affiliates

     1,726       (8,243

Other reconciling items, net

     929       1,267  
  

 

 

   

 

 

 

Adjusted income before income taxes

     88,886       75,990  

Income tax expense on adjusted income before income taxes

     23,999       19,758  
  

 

 

   

 

 

 

Adjusted Net Income

   $ 64,887     $ 56,232  
  

 

 

   

 

 

 

Weighted average:

    

Basic weighted average shares outstanding

     119,344       118,351  

Dilutive shares

     789       1,682  
  

 

 

   

 

 

 

Weighted average shares outstanding - diluted

     120,133       120,033  
  

 

 

   

 

 

 

Basic earnings per share attributable to stockholders

   $ 0.38     $ 0.36  

Income tax expense

     0.12       0.16  

Amortization of purchased intangible assets

     0.11       0.09  

Stock-based compensation

     0.06       0.06  

Acquisition- and disposition-related expenses

     0.05       0.02  

Strategic initiative and financial restructuring-related expenses

     0.01       0.01  

Equity in net loss (income) of unconsolidated affiliates

     0.01       (0.07

Other reconciling items, net

     —         0.01  

Impact of corporation taxes

     (0.20     (0.17
  

 

 

   

 

 

 

Adjusted EPS

   $ 0.54     $ 0.47  
  

 

 

   

 

 

 

 

12

Exhibit 99.2

NOVEMBER 07, 2023 / 8:00AM – PINC Q1 2024 Premier, Inc. Earnings Call

CORPORATE PARTICIPANTS

Ben Krasinski Premier, Inc. – Senior Director of IR

Craig S. McKasson Premier, Inc. – Chief Administrative & Financial Officer & SVP

Michael J. Alkire Premier, Inc. – President, CEO & Director

PRESENTATION

Operator

Good morning, and welcome to Premier’s Fiscal 2024 First Quarter Conference Call. (Operator Instructions) Please note this event is being recorded.

I would now like to the call over to Ben Krasinski, Senior Director of Investor Relations. Please go ahead.

Ben Krasinski - Premier, Inc. - Director of IR

Thank you, and welcome to Premier’s Fiscal 2024 First Quarter Conference Call. Our speakers this morning are Mike Alkire, Premier’s President and CEO; and Craig McKasson, our Chief Administrative and Financial Officer.

Before we get started, I want to remind everyone that our earnings release and the supplemental presentation accompanying this call are available in the Investors section of our website at investors.premierinc.com. Please be advised that management’s remarks today contain certain forward-looking statements, such as statements regarding our strategies, plans, prospects, expectations and future performance, and actual results could differ materially from those discussed today.

These forward-looking statements speak as of today, and we undertake no obligation to update them. Factors that might affect future results are discussed in our filings with the SEC, including our most recent Form 10-K and our Form 10-Q for the quarter, which we expect to file soon. We encourage you to review these detailed safe harbor and risk factor disclosures.

Also, during this presentation, we will refer to adjusted and other non-GAAP financial measures, including free cash flow, to evaluate our business. Information on why we use these measures in addition to GAAP financial measures and reconciliations of these measures to our GAAP financial measures are included in our earnings release and in the appendix of the supplemental presentation accompanying this call.

Information on our non-GAAP financial measures will also be included in our Form 10-Q for the quarter and our earnings Form 8-K, both of which we expect to furnish to the SEC soon.

I will now turn the call over to Mike Alkire.

Michael J. Alkire - Premier, Inc. - President, CEO & Director

Good morning, and thank you for joining us. We are pleased to be with you today to discuss our fiscal 2024 first quarter results and provide an update on progress in advancing our strategy to technology-enable better, smarter health care.

Our first quarter results reflect disciplined execution in actively managing our business. As a result, we performed better than anticipated in terms of profitability. At the same time, we were slightly below our expectations for consolidated and segment net revenue, which Craig will discuss later.

First, let me address our ongoing strategic review process. Our Board and management team continue to work with outside advisers to evaluate potential actions. As part of this assessment, we previously announced the sale of our non-health care GPO operations for approximately $800 million in cash, subject to certain post-closing purchase price adjustments, to unlock value for our shareholders.


As we continue to be thoughtful and diligent in our evaluation of additional opportunities, I want to emphasize that we do have a sense of urgency in reaching a conclusion to our process. We remain very focused on ensuring this process is not a distraction for our employees and their ability to continue executing our strategies and delivering value to our members and other customers.

I’m incredibly proud of our team’s agility and adaptability, which have become defining characteristics of our culture and company. At Premier, our strength is our people. They are core to the success and growth of our business. We are incredibly honored to recently be named One of The Best Companies to Work For in 2023 and 2024 by U.S. News and World Report. Our people and the resilience of our business reinforce our role as a trusted partner for our members and other customers. It also gives us confidence in our long-term positioning and ability to enable providers to safely reduce costs and improve outcomes through our technology-enabled performance improvement platform.

Our members continue to grapple with financial recovery and normalization in part due to continued workforce challenges and shortages. We believe our role to help them plan for the future has never been more important. Many providers are expressing increased interest in our shared services and co-management models. These models can help alleviate workforce pressures and reduce overall costs within their systems.

As pressure to reduce costs and improve quality continues, many health care providers turn to Premier to help with market differentiation. Which is why we were pleased to recently release, together with Fortune Magazine, the 100 top hospitals and 15 top health systems of 2023. Made possible by our acquisition of this established credible program, these reports are serving as an entry point to have strategic discussions with new health systems about their performance and how Premier technology and services can help drive performance improvement.

We also remain very focused on advancing the rapid and accelerating technology innovation in health care. Premier believes that artificial intelligence and machine learning have a unique and important role to play in health care. We are excited to be at the forefront of this movement, given our years of experience in this space.

With our robust data assets and ability to co-develop AI solutions alongside our members, the end users of these technologies, we are differentiated from others in the market. We are committed to identifying additional innovation catalysts to enable use cases to incubate, grow and scale. Premier believes that AI can transform health care and spur innovation.

To drive successful implementation of our future, I’m excited about our recent leadership promotions, those being Leigh Anderson to the Chief Operating Officer role, Andy Brailo to the Chief Commercial Officer role and Bruce Radcliff, the Senior Vice President of Supply Chain Services. These promotions position our team to move forward with our One Premier growth mindset. This includes continuing to execute with precision on our strategies and continued innovation around the capabilities that our members and other customers will need to be successful in the future.

In summary, we remain focused on executing our strategy by partnering with our members and other customers to deliver innovative, scalable solutions. We will continue to help them navigate the challenges of the current environment in the short term and position them to provide lower-cost, higher-quality health care over the long term. We believe our trusted relationships with members and other customers are a key component in the foundation of our business and position us for continued growth and long-term value creation for our stakeholders.

Thank you. And I will now turn the call over to Craig for a discussion of our operational and financial performance.

Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP

Thanks, Mike. For the first quarter of fiscal 2024 and as compared with the prior year period, our results were total net revenue of $318.8 million, an increase of 2%; Performance Services segment revenue of $108 million, an increase of 15%; and Supply Chain Services segment revenue of $210.8 million, a decrease of 4%.

In our Performance Services segment, revenue increased 15% compared with the prior year period, primarily due to the following factors: an increase in revenue from enterprise license agreements in the current year period compared with the prior year period, growth in our consulting services business as health systems continue to leverage our capabilities to drive margin improvement in this challenging operating environment and continued growth in certain of our adjacent markets businesses. On a combined basis, our adjacent markets businesses, including revenue contributions from our TRPN asset acquisition in October of fiscal 2023, grew over 29% in the fiscal first quarter compared to the prior year period.


We remain excited about these emerging businesses and continue to leverage artificial intelligence, including natural language processing, machine learning and EMR-embedded clinical decision support for several use cases to include: one, coding and clinical documentation capabilities to help streamline coding workflow for providers, which typically translates to a higher quality care and reduced costs; two, the continued evolution of our automated prior authorization capabilities, which we believe is a meaningful opportunity to address an unmet market need; and three, working with our life sciences partners to use AI to more easily identify patients as candidates for clinical trials.

In our Supply Chain Services segment, net administrative fees revenue decreased 1% from the prior year period, driven by a decline in the non-acute or continuum of care group purchasing program due to lower-than-anticipated member purchasing in certain categories, which was partially offset by a slight increase in year-over-year acute care purchasing. As we anticipated and previously discussed during prior quarters, the overall group purchasing business was impacted by an increase in aggregate blended administrative fee share to the mid-50% level in the first quarter.

In our Direct Sourcing business, we continue to experience the impact of excess market supply and members and other customers’ inventory levels, which contributed to lower demand and pricing in the current year period, resulting in a 14% decline in products revenue. We continue to believe it may take a couple of additional quarters until pricing and demand fully normalize.

Turning to profitability. GAAP net income was $42.4 million for the quarter. Adjusted EBITDA increased 5% from the prior year period due to the following factors: first, an increase in Performance Services adjusted EBITDA, mainly due to the increase in revenue, partially offset by higher cost of sales for related revenues as well as an increase in expenses primarily due to investments in certain of our adjacent markets businesses; and second, an increase in Supply Chain Services adjusted EBITDA, which was mainly due to a higher profit margin in our Direct Sourcing business compared to the prior year period driven by lower logistics and product costs, partially offset by an increase in expenses in support of our GPO and supply chain co-management businesses.

Compared with the prior year period, adjusted net income and adjusted earnings per share each increased 15%, driven by adjusted EBITDA, an increase in interest income as well as a decrease in depreciation and amortization expense, partially offset by the expected increase in our non-GAAP estimated effective income tax rate from 26% to 27%.

From a liquidity and balance sheet perspective, cash flow from operations for the first quarter of $81.9 million increased from $74.8 million in the prior year period, driven by an increase in cash receipts as a result of higher revenue and collections in the current period, and a decrease in fiscal 2023 performance-related compensation payments made during the first quarter compared to the amounts paid in the prior year period. These increases in current year operating cash flow were partially offset by a one-time dividend received from a minority investment in the prior year period.

Free cash flow for the first quarter of $35.9 million increased from $31.5 million in the prior year period, primarily due to the same factors that impacted cash flow from operations, partially offset by an increase in purchases of property and equipment. As a reminder, free cash flow is typically lowest in the first quarter since our fiscal year ends in June and payment of certain expenses, including annual performance-related compensation, occurs in the first quarter.

Cash and cash equivalents totaled $453.3 million as of September 30, 2023, compared with $89.8 million as of June 30, 2023. The increase in cash and cash equivalents was primarily due to proceeds from the previously announced sale of the company’s non-healthcare GPO operations. We used a portion of these proceeds to pay down our 5-year $1 billion revolving credit facility, and we ended the quarter with no outstanding balance.

With respect to the remaining cash proceeds, we currently plan to maintain this cash on our balance sheet while we complete our evaluation of strategic alternatives. However, we continue to evaluate the highest return opportunities for eventual use of the proceeds, which may include reinvestment in the business and/or the return of capital to stockholders via share repurchase.

During the first quarter, we paid quarterly cash dividends to stockholders totaling $25.8 million. Recently, our Board of Directors declared a dividend of $0.21 per share payable on December 15, 2023, to stockholders of record as of December 1.


As discussed last quarter, given our Board and the management team’s ongoing evaluation of potential strategic alternatives, we are not providing our formal fiscal 2024 guidance at this time. That said, I did want to reinforce some directional commentary for the remainder of this year. In our GPO business, given market dynamics, we continue to expect an increase in the aggregate blended fee share in our GPO to the mid- to high 50% range. We anticipate this may result in a mid-single-digit decrease in net administrative fees revenue in fiscal 2024. In our Direct Sourcing business, given the ongoing impact of excess market supply and certain member excess inventory levels, we now expect growth in products revenue to be relatively flat in fiscal 2024.

In our Performance Services segment, we continue to expect over 20% revenue growth in our adjacent markets businesses collectively, which will contribute to overall segment revenue growth of mid- to-high single digits for the full year. As a reminder, in the second quarter of fiscal 2023, we had a very strong quarter for enterprise license agreements. Depending on the timing of deals this year compared to the prior-year period, it could impact year-over-year revenue and profitability growth comparisons in our fiscal second quarter.

From a profitability perspective, I would like to remind you of a few considerations that we expect to impact our results this fiscal year. One, the impact of the anticipated decline in net administrative fees revenue. Two, we implemented a cost savings plan and had lower performance incentive achievement in fiscal 2023. While a portion of the cost savings continue to benefit us in fiscal 2024, we are investing in certain of our higher growth areas to position the overall business for long-term sustainable growth and value creation. In addition, we currently expect performance-based achievement to return to more normalized levels. Three, we are no longer including equity earnings from our minority investments in our non-GAAP profitability measures. Considering these factors, we would generally expect our consolidated adjusted EBITDA margin to be in the low 30% range in fiscal 2024.

In summary, we continue to execute on our strategy, generate significant free cash flow and maintain a flexible balance sheet with significant cash on hand and no balance on our credit facility. Looking forward, we believe our business has a strong foundation, and we will continue to evaluate high-return opportunities to further support long-term sustainable growth and return of value to our stockholders.

We appreciate your time today, and we’ll now open up the call for questions.

QUESTIONS AND ANSWERS

Operator

(Operator Instructions) Our first question comes from Eric Percher from Nephron Research.

Eric R. Percher - Nephron Research LLC - Research Analyst

I want to start with the Direct Sourcing commentary, Craig. And can you tell us if this represents a material change in your outlook for the year, particularly the comment around pricing levels. Are you seeing pricing in the market today that is below what you would consider a reasonable margin? And what is your thought on achieving stability there?

Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP

Sure, Eric. Thanks for the question. I wouldn’t say it’s a material shift in the outlook. I think when we talked last quarter, I said we expected sort of nominal growth, and now we’re seeing it is relatively flat. So I don’t think it’s a significant change in our expectations for the business. I just think the level of supply in the marketplace given excess capacity that was manufactured and then the continuing bleed out of certain members inventory levels is taking a little bit longer than we originally contemplated and anticipated would occur.

Relative to pricing, what I would say is that we have seen pricing continue to normalize and come down. I would say, overall, generally, pricing, particularly, I’ll say, for gloves, which is one of the major categories, is back now at normalized pre-pandemic levels. But in certain cases, there is excess supply where they are — there’s an opportunity for people to try and move product at even discounted pricing below sort of pre-pandemic levels, although that’s getting through the channel relatively quickly.


Eric R. Percher - Nephron Research LLC - Research Analyst

And is there any change in the nuance relative to stock at existing customers kind of working its way through versus stock available on the market?

Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP

Good clarifying question. What I would say is relative to stock at members, we are really are beginning to see ordering patterns return to more historical levels. The only exception I would say is in the case of certain members, gowns continue to be something that they had really procured excess amounts of gowns. But broadly, I would say that the dynamic now would be more around certain excess capacity in the market, primarily around gloves.

Operator

The next question comes from Jessica Tassan from Piper Sandler.

Jessica Elizabeth Tassan - Piper Sandler & Co., Research Division - VP & Senior Research Analyst

I wanted to quickly follow up on Eric’s question. Can you just clarify how some of the Direct Sourcing products are purchased? Or how much visibility you all have into kind of the next or upcoming calendar years, purchasing patterns? Is it like a 6-month buying cycle? Do you have 12 months of visibility? Just interested in any color you can give on purchasing in the Direct Sourcing business.

Michael J. Alkire - Premier, Inc. - President, CEO & Director

Yes. Direct Sourcing, it’s — our focus has been initially around PPE, especially during COVID. So it was quite a bit of a focus on resiliency play, just making sure that the health care systems had access the various product lines. We have a view of probably a quarter or 2 into what the inventories look like. What’s hard for us to judge is really the utilization of those inventories depending on utilization of the health care systems and such. So our focus really is just continuing to build out capabilities to understand those demand signals and continue to build out capabilities to support the members where we think that there’s a lack of resiliency.

Jessica Elizabeth Tassan - Piper Sandler & Co., Research Division - VP & Senior Research Analyst

Got it. And then just as a follow-up, I wanted to ask about the net admin fee revenue in 1Q and then just expectations for the year. Can you just parse out kind of trends in the acute purchasing versus non-acute versus non-healthcare? Any color would be helpful. And then finally, just any thoughts on how you all are planning to use the proceeds from the sale of the non-healthcare GPO business?

Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP

Sure, Jessica. This is Craig. So relative to the GPO, as I indicated, in the first quarter we saw a slight increase in acute care purchasing. We did see growth in non-acute but below sort of the expectation level of where we normally would have expected in terms of gross administrative fees. We saw a little bit less utilization in the non-acute or continuum of care part of the business around food being down year-over-year as inflation begins to normalize a bit there. We also saw a little bit lighter flowing through the distribution channel than we would have originally expected. We think that will recover as we move through the rest of the year in terms of how the GPO breaks out. I’d say no change around the non-healthcare part of the business that is continuing to move kind of according to how we would have expected.

And then relative to planned use of the proceeds from the sale of our non-healthcare GPO operations, we do have that cash on our balance sheet. We will need to make a tax payment associated with those cash proceeds in the second quarter. So that will be one aspect of the cash that will need to be utilized about $144, $145 million something of that nature based on the proceeds we have today.

The remaining amount beyond that, as I said in my commentary, we will continue to evaluate, certainly be giving thought and consideration to the use and plan to return capital via share repurchase once our strategic alternative review is complete and/or reinvestment in the business.


Operator

And our next question comes from Allen Lutz from Bank of America.

Allen Charles Lutz - BofA Securities, Research Division - Associate

Craig, you talked about the consulting business driving really strong growth within the Performance Services book of business. I’m curious, what are some of the major areas you’re helping health systems drive margin improvement? And then has that evolved at all from during COVID to post-COVID?

Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP

Sure, Allen. Thanks. I’ll kick it off, and then I can tell already that Mike would like to jump in and add some color here. So relative to our consulting business, it’s really around margin improvement given the financial pressures that the healthcare systems are facing. So it’s around improving clinical performance but also just non-labor expense reduction.

But Mike, I can tell you’d like to jump in.

Michael J. Alkire - Premier, Inc. - President, CEO & Director

I think Craig hit it. I think margin improvement — I think there’s a couple of sort of prongs that come off of that. First, as Craig said, the non-labor stuff. So we’re going to — we’re working with our healthcare systems on looking at appropriate utilization, using our data and our technology to rationalize buying as it relates to specific DRGs. And then again, using our data technology and benchmarking around labor. Our healthcare systems are coming off a very, very high utilization of temporary staff to get through COVID. And so we’re helping them sort of right size from a labor standpoint, what their operations need to look like on a go-forward basis.

And then finally, we are continuing to build out co-management capability. And those relate to a couple of different areas. One, in supply chain where we obviously are providing a number of services to help really drive down overall supply chain costs through co-management. And then also as it relates to technology, we’re involved in a number of opportunities or performance improvement initiatives to look at ways to create scale in managing applications and other technologies.

Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP

And this is Craig. One last piece of color to add. Mike mentioned this in his prepared remarks, but I would also say our recent publication of the 100 top hospitals and 15 top health systems has provided an opportunity for outreach and discussion about where there may be performance improvement opportunities for those institutions. So we’re seeing an uptick around some of that outreach as well.

Operator

This concludes our question-and-answer session in Premier’s fiscal 2024 Fiscal Quarter Conference Call. Thank you for attending today’s presentation. You may now disconnect.

Slide 1

Fiscal 2024 First-Quarter Earnings Conference Call /////// November 7, 2023 Exhibit 99.3


Slide 2

Forward-looking Statements and Non-GAAP Financial Measures Forward-looking statements – Statements made in this presentation and the accompanying webcast that are not statements of historical or current facts, such as those related to our ability to advance our long-term strategies, our expected future business and financial performance, our ability to develop innovations that address the evolving healthcare and macro-economic trends in supply chain, staffing, technology-enablement and artificial intelligence, the impact of our investments in adjacent markets businesses, our future organic growth and acquisition strategies, our expected effective income tax rate, the potential for future payment of dividends, our evaluation of strategic alternatives, and the potential for future share repurchase programs, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “remains committed to,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside Premier’s control. More information on potential factors that could affect Premier’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Premier’s periodic and current filings with the SEC, including those discussed under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” section of Premier’s Form 10-K for the year ended June 30, 2023, as well as Premier’s Form 10-Q for the quarter ended September 30, 2023, expected to be filed with the SEC shortly after this presentation. Premier’s periodic and current filings with the SEC are available on the company’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise. Non-GAAP financial measures – This presentation and accompanying webcast includes certain “adjusted” and other “non-GAAP” financial measures as defined in Regulation G under the Securities Exchange Act of 1934. These measures are not in accordance with, or an alternative to, GAAP. The Appendix to this presentation includes schedules that reconcile the non-GAAP financial measures included in this presentation to the most directly comparable GAAP financial measures. You should carefully read Premier’s earnings release and periodic and current filings with the SEC for definitions and further explanation and disclosure regarding our use of non-GAAP financial measures and such information should be read in conjunction with this presentation.


Slide 3

Overview Michael J. Alkire President and Chief Executive Officer Financial and Operational Review Craig McKasson Chief Administrative and Chief Financial Officer


Slide 4

Advancing strategy to technology-enable better, smarter healthcare First Quarter Fiscal 2024 results reflect disciplined execution in actively managing our business Better than anticipated performance in profitability Sense of urgency in completing strategic alternative review process Named “One of The Best Companies to Work For” in 2023/24 by US News and World Report In partnership with Fortune Magazine, Premier announced 100 Top Hospitals and 15 Top Health Systems of 2023 Focused on accelerating the rapid technological innovation in healthcare Continuing to incubate, grow and scale artificial intelligence use cases for healthcare


Slide 5

Recent Leadership Promotions Leigh Anderson Chief Operating Officer Andy Brailo Chief Commercial Officer Bruce Radcliff Senior Vice President Supply Chain Services


Slide 6

Fiscal 2024 first quarter financial highlights Adjusted EBITDA* increased 5% to $105.7 million Performance Services segment net revenue increased 15% to $108.0 million GAAP net income of $42.4 million; $0.37 per fully diluted share Adjusted net income* and adjusted EPS* each increased 15% to $64.9 million and $0.54, respectively Supply Chain Services segment net revenue decreased 4% to $210.8 million GPO net administrative fees revenue decreased 1% Direct sourcing products revenue decreased 14% *These are a non-GAAP financial measures. Refer to the Appendix for adjusted EBITDA, adjusted net income, adjusted earnings per share reconciliations to the corresponding GAAP measures. (Compared with fiscal 2023 first quarter) Total net revenue increased 2% to $318.8 million


Slide 7

Strong financial position with flexible balance sheet Cash flow from operations of $81.9 million Free cash flow* of $35.9 million Cash and cash equivalents of $453.3 million No outstanding balance on $1.0 billion, five-year unsecured, revolving credit facility *This is a non-GAAP financial measure. Refer to the Appendix for a reconciliation of free cash flow to the corresponding GAAP measure. (As of and for the quarter ended September 30, 2023) Paid dividend of $25.8 million to stockholders in first quarter fiscal 2024 Board of Directors declared a dividend of $0.21 per share, payable on December 15, 2023, to stockholders of record as of December 1, 2023


Slide 8

Appendix


Slide 9

Use of Forward-looking Non-GAAP Financial Measures The company does not meaningfully reconcile guidance for non-GAAP adjusted EBITDA and non-GAAP adjusted earnings per share to net income attributable to stockholders or earnings per share attributable to stockholders because the company cannot provide guidance for the more significant reconciling items between net income attributable to stockholders and adjusted EBITDA and between earnings per share attributable to stockholders and non-GAAP adjusted earnings per share without unreasonable effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, which may include, without limitation, items included in the supplemental financial information for reconciliation of reported GAAP results to non-GAAP results. Such items include strategic- and acquisition-related expenses for professional fees; mark to market adjustments for put options and contingent liabilities; gains and losses on stock-based performance shares; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the company believes to be non-indicative of its ongoing operations. Such adjustments may be affected by changes in ongoing assumptions, judgements, as well as nonrecurring, unusual or unanticipated charges, expenses or gains/losses or other items that may not directly correlate to the underlying performance of our business operations. The exact amount of these adjustments is not currently determinable but may be significant.


Slide 10

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA Reconciliation of Operating Income to Segment Adjusted EBITDA Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income (Unaudited) (In thousands) Three Months Ended September 30, 2023 2022 Net income $42,410 $42,959 Interest (income) expense, net (195) 2,859 Income tax expense 13,938 18,769 Depreciation and amortization 20,328 23,439 Amortization of purchased intangible assets 12,688 10,452 EBITDA 89,169 98,478 Stock-based compensation 6,893 7,349 Acquisition- and disposition-related expenses 6,205 2,160 Strategic initiative and financial restructuring-related expenses 1,746 1,520 Equity in net loss (income) of unconsolidated affiliates 1,726 (8,243) Other reconciling items, net — (127) Adjusted EBITDA $105,739 $101,137


Slide 11

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA Reconciliation of Operating Income to Segment Adjusted EBITDA Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income (Unaudited) (In thousands) Three Months Ended September 30, 2023 2022 Income before income taxes $56,348 $61,728 Equity in net loss (income) of unconsolidated affiliates 1,726 (8,243) Interest (income) expense, net (195) 2,859 Other expense, net 1,092 2,164 Operating income 58,971 58,508 Depreciation and amortization 20,328 23,439 Amortization of purchased intangible assets 12,688 10,452 Stock-based compensation 6,893 7,349 Acquisition- and disposition-related expenses 6,205 2,160 Strategic initiative and financial restructuring-related expenses 1,746 1,520 Deferred compensation plan income (1,125) (2,370) Other reconciling items, net 33 79 Adjusted EBITDA $105,739 $101,137 Segment Adjusted EBITDA Supply Chain Services $114,974 $113,187 Performance Services 21,774 19,132 Corporate (31,009) (31,182) Adjusted EBITDA $105,739 $101,137


Slide 12

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA Reconciliation of Operating Income to Segment Adjusted EBITDA Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income (Unaudited) (In thousands) Three Months Ended September 30, 2023 2022 Net income attributable to stockholders $44,761 $42,716 Income tax expense 13,938 18,769 Amortization of purchased intangible assets 12,688 10,452 Stock-based compensation 6,893 7,349 Acquisition- and disposition-related expenses 6,205 2,160 Strategic initiative and financial restructuring-related expenses 1,746 1,520 Equity in net loss (income) of unconsolidated affiliates 1,726 (8,243) Other reconciling items, net 929 1,267 Adjusted income before income taxes 88,886 75,990 Income tax expense on adjusted income before income taxes 23,999 19,758 Adjusted Net Income $64,887 $56,232


Slide 13

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited) (In thousands) Three Months Ended September 30, 2023 2022 Net cash provided by operating activities $81,876 $74,751 Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (24,742) (24,277) Purchases of property and equipment (21,270) (18,930) Non-GAAP Free Cash Flow $35,864 $31,544


Slide 14

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of GAAP EPS to Adjusted EPS (Unaudited) (In thousands, except per share data) Three Months Ended September 30, 2023 2022 Net income attributable to stockholders $44,761 $42,716 Income tax expense 13,938 18,769 Amortization of purchased intangible assets 12,688 10,452 Stock-based compensation 6,893 7,349 Acquisition- and disposition-related expenses 6,205 2,160 Strategic initiative and financial restructuring-related expenses 1,746 1,520 Equity in net loss (income) of unconsolidated affiliates 1,726 (8,243) Other reconciling items, net 929 1,267 Non-GAAP adjusted income before income taxes 88,886 75,990 Income tax expense on adjusted income before income taxes 23,999 19,758 Non-GAAP Adjusted Net Income $64,887 $56,232


Slide 15

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of GAAP EPS to Adjusted EPS (Unaudited) (In thousands, except per share data) Three Months Ended September 30, 2023 2022 Weighted average: Common shares used for basic and diluted earnings per share 119,344 118,351 Potentially dilutive shares 789 1,682 Weighted average shares outstanding - diluted 120,133 120,033 Basic earnings per share attributable to stockholders $0.38 $0.36 Income tax expense 0.12 0.16 Amortization of purchased intangible assets 0.11 0.09 Stock-based compensation 0.06 0.06 Acquisition- and disposition-related expenses 0.05 0.02 Strategic initiative and financial restructuring-related expenses 0.01 0.01 Equity in net loss (income) of unconsolidated affiliates 0.01 (0.07) Other reconciling items, net — 0.01 Impact of corporation taxes (0.20) (0.17) Non-GAAP Adjusted EPS $0.54 $0.47

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Document and Entity Information
Nov. 07, 2023
Cover [Abstract]  
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Entity Central Index Key 0001577916
Document Type 8-K
Document Period End Date Nov. 07, 2023
Entity Registrant Name Premier, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-36092
Entity Tax Identification Number 35-2477140
Entity Address, Address Line One 13034 Ballantyne Corporate Place
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28277
City Area Code (704)
Local Phone Number 357-0022
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Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, $0.01 Par Value
Trading Symbol PINC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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