false 0001577916 0001577916 2024-05-07 2024-05-07
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): May 7, 2024
Premier, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36092 |
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35-2477140 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Class A Common Stock, $0.01 Par Value |
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PINC |
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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 Operations and Financial Condition |
On May 7, 2024, Premier, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the three and nine months ended March 31, 2024. 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 May 7, 2024. Supplemental slides referenced during the conference call and webcast were available on the Company’s website for viewing by participants. A transcript of the conference call and webcast together with the supplemental slides are attached as Exhibit 99.2 and Exhibit 99.3, respectively, to this report and are incorporated herein by reference.
Item 7.01. |
Regulation FD Disclosure |
As noted in Item 2.02 of this report, the Company held a conference call and webcast on May 7, 2024, to discuss the Company’s financial results for the three and nine months ended March 31, 2024, as reported in the Company’s May 7, 2024 press release. 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, is attached as Exhibit 99.1 to this report. A transcript of the conference call and webcast together with supplemental slides referenced during the conference call and webcast are attached as Exhibit 99.2 and Exhibit 99.3, respectively, to this report 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 |
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.
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Premier, Inc. |
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By: |
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/s/ Michael J. Alkire |
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Name: Michael J. Alkire |
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Title: President and Chief Executive Officer |
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Date: May 8, 2024 |
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Exhibit 99.1
Premier, Inc. Reports Fiscal-Year 2024 Third-Quarter Results
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Reaffirming fiscal 2024 financial guidance ranges |
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Executed $400 million accelerated share repurchase transaction |
CHARLOTTE, N.C., May 7, 2024 - Premier, Inc. (NASDAQ: PINC), a leading technology-driven healthcare improvement company, today reported financial results
for the fiscal-year 2024 third quarter ended March 31, 2024.
Third-quarter results:
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Total net revenue of $342.6 million; growth of 6% over the prior-year period |
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GAAP net loss of $49.2 million, or $(0.36) per fully diluted share, which includes a $140.1 million
goodwill, intangible and other long-lived assets impairment related to the companys Contigo Health business |
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Adjusted earnings per share* of $0.55; flat compared to the prior-year period |
Our third quarter results, which exceeded our expectations for profitability, reflect ongoing adoption of our products and services by members and other
customers, said Michael J. Alkire, Premiers President and CEO. Consolidated net revenue increased from the prior-year period driven by growth in both our Supply Chain Services and Performance Services segments. We are reaffirming
our fiscal 2024 guidance and also continue to return capital to stockholders as we implemented our $400 million accelerated share repurchase transaction during the quarter, which we expect to be fully settled by the first quarter of fiscal
2025.
Consolidated Financial Highlights
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Three Months Ended March 31, |
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Nine Months Ended March 31, |
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(in thousands, except per share data) |
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2024 |
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2023 |
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% Change |
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2024 |
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2023 |
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% Change |
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Net revenue: |
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Supply Chain Services: |
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Net administrative fees |
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$ |
156,819 |
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$ |
148,441 |
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6% |
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$ |
455,409 |
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$ |
452,870 |
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1% |
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Software licenses, other services and support |
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14,257 |
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11,032 |
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29% |
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37,954 |
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35,963 |
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6% |
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Services and software licenses |
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171,076 |
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159,473 |
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7% |
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493,363 |
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488,833 |
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1% |
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Products |
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56,590 |
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57,212 |
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(1% |
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162,956 |
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183,066 |
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(11% |
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Total Supply Chain Services |
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227,666 |
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216,685 |
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5% |
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656,319 |
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671,899 |
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(2% |
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Performance Services |
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115,003 |
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105,556 |
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9% |
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339,972 |
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323,860 |
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5% |
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Total segment net revenue |
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342,669 |
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322,241 |
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6% |
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996,291 |
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995,759 |
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% |
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Eliminations |
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(73 |
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(9 |
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711% |
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(198 |
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(28 |
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607% |
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Net revenue |
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$ |
342,596 |
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$ |
322,232 |
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6% |
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$ |
996,093 |
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$ |
995,731 |
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% |
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Net (loss) income |
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$ |
(49,162 |
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$ |
48,649 |
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(201% |
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$ |
46,114 |
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$ |
155,982 |
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(70% |
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Net (loss) income attributable to stockholders |
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$ |
(40,195 |
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$ |
46,801 |
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(186% |
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$ |
58,868 |
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$ |
153,563 |
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(62% |
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Diluted (loss) earnings per share attributable to stockholders |
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$ |
(0.36 |
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$ |
0.39 |
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(192% |
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$ |
0.50 |
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$ |
1.28 |
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(61% |
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1
Consolidated Financial Highlights
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Three Months Ended March 31, |
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Nine Months Ended March 31, |
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(in thousands, except per share data) |
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2024 |
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2023 |
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% Change |
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2024 |
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2023 |
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% Change |
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NON-GAAP FINANCIAL MEASURES*: |
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Adjusted EBITDA: |
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Supply Chain Services |
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$ |
114,021 |
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$ |
117,474 |
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(3% |
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$ |
343,486 |
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$ |
356,978 |
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(4% |
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Performance Services |
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27,039 |
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24,954 |
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8% |
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79,768 |
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87,290 |
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(9% |
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Total segment adjusted EBITDA |
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141,060 |
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142,428 |
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(1% |
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423,254 |
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444,268 |
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(5% |
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Corporate |
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(33,778 |
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(29,772 |
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(13% |
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(96,105 |
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(91,613 |
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(5% |
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Adjusted EBITDA |
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$ |
107,282 |
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$ |
112,656 |
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(5% |
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$ |
327,149 |
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$ |
352,655 |
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(7% |
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Adjusted net income |
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$ |
61,191 |
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$ |
66,357 |
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(8% |
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$ |
192,279 |
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$ |
207,391 |
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(7% |
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Adjusted earnings per share (EPS) |
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$ |
0.55 |
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$ |
0.55 |
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% |
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$ |
1.64 |
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$ |
1.73 |
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(5% |
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* |
These are non-GAAP financial measures. Refer to Premiers
Use and Definition of Non-GAAP Measures below and the supplemental financial information at the end of this release for information on the companys use of
non-GAAP measures and a reconciliation of reported GAAP results to non-GAAP results. |
Fiscal 2024 Guidance
Certain statements in this
release, including without limitation, those in this section, are forward-looking statements. For additional information regarding the use and limitations of such statements, refer to Cautionary Note Regarding Forward-Looking Statements
below.
Based on its financial results for the nine months ended March 31, 2024, current visibility into the macro environment, and expectations
for the remainder of this fiscal year, the company is reaffirming the following fiscal 2024 guidance ranges:
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Guidance Metric |
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Fiscal 2024 Guidance Range**
(as of May 7, 2024) |
Segment Net Revenue: |
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Supply Chain Services |
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$840 million to $880 million |
Performance Services |
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$425 million to $445 million |
Total Net Revenue |
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$1.265 billion to $1.325 billion |
Adjusted EBITDA |
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$405 million to $425 million |
Adjusted EPS |
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$2.06 to $2.18 |
Fiscal 2024 guidance is based on the realization of the following key assumptions:
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Net administrative fees revenue of $588 million to $603 million |
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Direct sourcing products revenue of $207 million to $222 million |
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Supply Chain Services segment software licenses, other services and support revenue of $45 million to
$55 million |
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Capital expenditures of $93 million to $103 million |
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Effective income tax rate in the range of 26-28% |
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Free cash flow of 45% to 55% of adjusted EBITDA, excluding the impact of tax payments related to the sale of non-healthcare GPO operations |
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Includes the estimated fiscal 2024 impact of the initial $400 million accelerated share repurchase
transaction under the $1 billion share repurchase authorization |
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Does not include the impact of any significant acquisitions or divestitures |
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** |
Adjusted EBITDA, adjusted EPS and free cash flow presented in this financial guidance are forward-looking non-GAAP measures. Refer to Premiers Use and Definition of Non-GAAP Measures below for information on the companys use of non-GAAP measures. Premier, Inc. does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available and cannot be
reasonably estimated. Refer to Premiers Use of Forward-Looking Non-GAAP Measures below for additional explanation. |
2
Results of Operations for the Three Months Ended March 31, 2024
(As compared with the three months ended March 31, 2023)
GAAP net revenue of $342.6 million increased 6% from $322.2 million in the prior-year period. 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 loss of
$49.2 million decreased 201% from net income of $48.6 million in the prior-year period primarily as a result of the $140.1 million impairment charge to goodwill, intangibles and other long-lived assets related to the companys
Contigo Health business in the current-year period, lower equity earnings and an increase in employee-related expenses driven by increased headcount, primarily to support growth in our supply chain
co-management business, and higher forecasted performance-related compensation expense as compared to the prior-year period which was lower as fiscal 2023 performance was below targeted expectations. These
decreases were partially offset by higher net revenue, a decrease in interest expense in the current-year period and a gain from the sale of one of the companys minority investments.
GAAP diluted EPS of $(0.36) decreased 192% from $0.39 in the prior-year period due to the aforementioned drivers affecting GAAP net income offset by a
decrease in the diluted weighted average shares outstanding as a result of the $400 million accelerated share repurchase transaction (ASR).
Adjusted EBITDA of $107.3 million decreased 5% from $112.7 million in the prior-year period. 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 $61.2 million decreased 8% from $66.4 million in the prior-year period primarily as a result of the same factors that impacted adjusted EBITDA as well as an increase in our effective income tax rate as a result of the
$140.1 million impairment of assets partially offset by a decrease in interest expense in the current-year period. Adjusted EPS of $0.55 was flat compared to $0.55 in the prior-year period primarily due to a decrease in the diluted weighted
average shares outstanding as a result of the ASR partially offset by the aforementioned drivers affecting adjusted net income.
Segment Results
(For the fiscal third quarter of 2024 as compared with the fiscal third quarter of 2023)
Supply Chain Services
Supply Chain Services
segment net revenue of $227.7 million increased 5% from $216.7 million in the prior-year period, primarily reflecting higher net administrative fees revenue and software license, other services and support revenue.
Net administrative fees revenue of $156.8 million increased 6% from $148.4 million in the prior-year period driven by continued growth in member
purchasing in both the acute and Continuum of Care group purchasing organization (GPO) programs and one-time contractual payments received from certain GPO members due to early termination in
breach of their contracts partially offset by an expected increase in the aggregate blended member fee share.
Products revenue of $56.6 million was
relatively flat compared to $57.2 million in the prior-year period as further expansion and growth of the business was offset by lower pricing for certain products compared to the prior-year period.
Segment adjusted EBITDA of $114.0 million decreased 3% from $117.5 million in the prior-year period primarily due to an increase in expenses in
support of the GPO program and supply chain co-management business and lower profit margin in the companys direct sourcing business driven by higher logistics costs compared to the prior-year period,
partially offset by the aforementioned increase in net revenue.
Performance Services
Performance Services segment net revenue of $115.0 million increased 9% from $105.6 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 partially offset by a decrease in the applied sciences business compared to the prior-year period.
Segment adjusted EBITDA of $27.0 million increased 8% from $25.0 million in the prior-year period mainly due to the aforementioned increase in net
revenue, partially offset by an increase in expenses primarily related to higher performance-related compensation in the current-year period as well as investments to support continued growth in the companys adjacent markets businesses.
3
Result of Operations for the Nine Months Ended March 31, 2024
(As compared with the nine months ended March 31, 2023)
GAAP net revenue of $996.1 million was flat compared with the prior-year period primarily due to increases in Performance Services segment net revenue and
net administrative fees revenue offset by a decrease in products revenue.
GAAP net income of $46.1 million decreased 70% from net income of
$156.0 million in the prior-year period primarily as a result of the $140.1 million impairment charge to goodwill, intangibles and other long-lived assets related to the companys Contigo Health business in the current-year period,
lower equity earnings, an increase in certain operating expenses, including costs associated with the sale of the companys non-healthcare GPO member contracts and higher performance-related compensation
expense in the current-year period, partially offset by an increase in interest income and a decrease in income tax expense in the current-year period.
GAAP diluted EPS of $0.50 decreased 61% from $1.28 in the prior-year period primarily due to the aforementioned drivers affecting GAAP net income partially
offset by a decrease in the diluted weighted average shares outstanding as a result of the ASR.
Adjusted EBITDA of $327.1 million decreased 7% from
$352.7 million in the prior-year period primarily due to decreases in each segments adjusted EBITDA.
Adjusted net income of
$192.3 million decreased 7% from $207.4 million in the prior-year period primarily as a result of the decrease in adjusted EBITDA as well as an increase in our effective income tax rate as a result of the $140.1 million impairment of
assets partially offset by an increase in interest income in the current-year period. Adjusted EPS of $1.64 decreased 5% from $1.73 in the prior-year period primarily due to the aforementioned drivers affecting adjusted net income partially offset
by a decrease in the diluted weighted average shares outstanding as a result of the ASR.
Supply Chain Services segment net revenue of $656.3 million
decreased 2% from $671.9 million for the same period a year ago. Segment adjusted EBITDA of $343.5 million decreased 4% from $357.0 million for the same period a year ago.
Performance Services segment net revenue of $340.0 million increased 5% from $323.9 million for the same period a year ago. Segment adjusted EBITDA
of $79.8 million decreased 9% from $87.3 million for the same period a year ago.
Cash Flows and Liquidity
Net cash provided by operating activities (operating cash flow) for the nine months ended March 31, 2024 of $190.3 million decreased from
$331.2 million in the prior-year period primarily due to $148.6 million in tax payments in the current-year period related to the sale of non-healthcare GPO operations and an increase in expenses to
support continued growth in certain areas of the Supply Chain Services and Performance Services segments. These decreases were partially offset by lower fiscal 2023 performance-related compensation payments during the fiscal first quarter compared
to the fiscal 2022 payments in the prior-year period and increased cash inflows from continued growth in the Performance Services business.
Net cash used
in investing activities and net cash used in financing activities for the nine months ended March 31, 2024, were $54.9 million and $163.3 million, respectively. As of March 31, 2024, cash and cash equivalents were
$61.9 million compared with $89.8 million as of June 30, 2023, and the companys five-year, $1.0 billion revolving credit facility had no outstanding balance.
Free cash flow for the nine months ended March 31, 2024 was $48.1 million compared with $199.5 million in the prior-year period. The decrease
was primarily due to the same factors that impacted operating cash flow, including the aforementioned $148.6 million in tax payments, and an increase in purchases of property and equipment. Refer to Premiers Use and Definition of Non-GAAP Measures below and the supplemental financial information at the end of this release for information on the companys use of non-GAAP measures and a
reconciliation of reported GAAP results to non-GAAP results.
During the first nine months of fiscal 2024, the
company paid aggregate dividends of $73.1 million to holders of its Class A common stock.
4
Conference Call and Webcast
Premier will host a conference call to provide additional detail around the companys performance and outlook today at 8:00 a.m. ET. The call will be
webcast live from the companys 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 companys 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:
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Domestic participant dial-in number (toll-free): |
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(833) 953-2438 |
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International participant dial-in number: |
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(412) 317-5767 |
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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 Premiers news and investor sites on www.premierinc.com, as well as X, Facebook, LinkedIn,
YouTube, Instagram and Premiers blog for more information about the company.
Premiers 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 companys 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
companys business than GAAP measures alone. Management believes EBITDA, adjusted EBITDA and segment adjusted EBITDA assist the companys board of directors, management and investors in comparing the companys operating performance on
a consistent basis from period to period by removing the impact of the companys 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 companys financial statements.
Management considers
adjusted EBITDA an indicator of the operational strength and performance of the companys 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 companys 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.
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.
5
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 segments 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 companys 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.
Further information on Premiers use of non-GAAP financial measures is available in the Our Use of Non-GAAP Financial Measures section of Premiers Form 10-Q for the quarter ended December 31, 2023, expected to be filed with the SEC shortly after this
release, and which will also be made available on Premiers website at investors.premierinc.com.
Premiers Use of Forward-Looking Non-GAAP 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, but are not limited to,
6
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.
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, transform and improve healthcare, our ability to find partners for our S2S Global and Contigo Health businesses and the potential benefits thereof, our ability to fund and conduct share
repurchases pursuant to the share repurchase authorization and the potential benefits thereof (including the accelerated share repurchase transaction, which could be affected by volatility or disruptions in the capital markets or other factors), the
payment of dividends at current levels or at all, guidance on expected future financial performance and assumptions underlying that guidance, 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 Premiers beliefs and expectations as to future events and trends affecting its
business and are necessarily subject to risks and uncertainties, many of which are outside Premiers control. More information on risks and uncertainties that could affect Premiers business, achievements, performance, financial condition,
and financial results is included from time to time in the Cautionary Note Regarding Forward-Looking Statements, Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of
Operations sections of Premiers periodic and current filings with the SEC, including the information in those sections of Premiers Form 10-K for the year ended June 30, 2023 and
subsequent Quarterly Reports on Form 10-Q, including the Form 10-Q for the quarter ended March 31, 2024, expected to be filed with the SEC shortly after the date of
this release, all of which are made available on Premiers 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 |
7
Condensed Consolidated Statements of Income
(Unaudited)
(In
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Nine Months Ended March 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net administrative fees |
|
$ |
156,819 |
|
|
$ |
148,441 |
|
|
$ |
455,409 |
|
|
$ |
452,870 |
|
Software licenses, other services and support |
|
|
129,187 |
|
|
|
116,579 |
|
|
|
377,728 |
|
|
|
359,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services and software licenses |
|
|
286,006 |
|
|
|
265,020 |
|
|
|
833,137 |
|
|
|
812,665 |
|
Products |
|
|
56,590 |
|
|
|
57,212 |
|
|
|
162,956 |
|
|
|
183,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
|
342,596 |
|
|
|
322,232 |
|
|
|
996,093 |
|
|
|
995,731 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services and software licenses |
|
|
70,336 |
|
|
|
54,149 |
|
|
|
200,458 |
|
|
|
163,428 |
|
Products |
|
|
51,927 |
|
|
|
49,013 |
|
|
|
143,437 |
|
|
|
168,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
122,263 |
|
|
|
103,162 |
|
|
|
343,895 |
|
|
|
331,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
220,333 |
|
|
|
219,070 |
|
|
|
652,198 |
|
|
|
663,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
286,121 |
|
|
|
143,587 |
|
|
|
566,331 |
|
|
|
416,165 |
|
Research and development |
|
|
661 |
|
|
|
1,001 |
|
|
|
2,452 |
|
|
|
2,976 |
|
Amortization of purchased intangible assets |
|
|
12,280 |
|
|
|
11,916 |
|
|
|
37,480 |
|
|
|
35,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
299,062 |
|
|
|
156,504 |
|
|
|
606,263 |
|
|
|
454,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
(78,729 |
) |
|
|
62,566 |
|
|
|
45,935 |
|
|
|
209,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net income (loss) of unconsolidated affiliates |
|
|
753 |
|
|
|
4,630 |
|
|
|
(1,639 |
) |
|
|
14,547 |
|
Interest (expense) income, net |
|
|
(1,763 |
) |
|
|
(4,269 |
) |
|
|
870 |
|
|
|
(11,759 |
) |
Other income, net |
|
|
14,913 |
|
|
|
2,954 |
|
|
|
18,500 |
|
|
|
3,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net |
|
|
13,903 |
|
|
|
3,315 |
|
|
|
17,731 |
|
|
|
6,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(64,826 |
) |
|
|
65,881 |
|
|
|
63,666 |
|
|
|
215,748 |
|
Income tax (benefit) expense |
|
|
(15,664 |
) |
|
|
17,232 |
|
|
|
17,552 |
|
|
|
59,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(49,162 |
) |
|
|
48,649 |
|
|
|
46,114 |
|
|
|
155,982 |
|
Net loss (income) attributable to non-controlling
interest |
|
|
8,967 |
|
|
|
(1,848 |
) |
|
|
12,754 |
|
|
|
(2,419 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to stockholders |
|
$ |
(40,195 |
) |
|
$ |
46,801 |
|
|
$ |
58,868 |
|
|
$ |
153,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of GAAP (Loss) Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic and diluted (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to stockholders |
|
$ |
(40,195 |
) |
|
$ |
46,801 |
|
|
$ |
58,868 |
|
|
$ |
153,563 |
|
Denominator for (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
111,156 |
|
|
|
118,872 |
|
|
|
116,754 |
|
|
|
118,668 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
|
|
|
|
76 |
|
|
|
|
|
|
|
103 |
|
Restricted stock units |
|
|
|
|
|
|
528 |
|
|
|
484 |
|
|
|
519 |
|
Performance share awards |
|
|
|
|
|
|
340 |
|
|
|
85 |
|
|
|
542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares |
|
|
111,156 |
|
|
|
119,816 |
|
|
|
117,323 |
|
|
|
119,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per share attributable to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.36 |
) |
|
$ |
0.39 |
|
|
$ |
0.50 |
|
|
$ |
1.29 |
|
Diluted |
|
$ |
(0.36 |
) |
|
$ |
0.39 |
|
|
$ |
0.50 |
|
|
$ |
1.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Condensed Consolidated Balance Sheets
(Unaudited)
(In
thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2024 |
|
|
June 30, 2023 |
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
61,856 |
|
|
$ |
89,793 |
|
Accounts receivable (net of $2,027 and $2,878 allowance for credit losses, respectively) |
|
|
121,159 |
|
|
|
115,295 |
|
Contract assets (net of $1,217 and $885 allowance for credit losses, respectively) |
|
|
334,256 |
|
|
|
299,219 |
|
Inventory |
|
|
77,795 |
|
|
|
76,932 |
|
Prepaid expenses and other current assets |
|
|
79,633 |
|
|
|
60,387 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
674,699 |
|
|
|
641,626 |
|
Property and equipment (net of $721,427 and $662,554 accumulated depreciation,
respectively) |
|
|
206,363 |
|
|
|
212,308 |
|
Intangible assets (net of $286,161 and $265,684 accumulated amortization, respectively) |
|
|
279,053 |
|
|
|
430,030 |
|
Goodwill |
|
|
995,852 |
|
|
|
1,012,355 |
|
Deferred income tax assets |
|
|
805,741 |
|
|
|
653,629 |
|
Deferred compensation plan assets |
|
|
52,754 |
|
|
|
50,346 |
|
Investments in unconsolidated affiliates |
|
|
228,511 |
|
|
|
231,826 |
|
Operating lease
right-of-use assets |
|
|
21,700 |
|
|
|
29,252 |
|
Other assets |
|
|
99,057 |
|
|
|
110,115 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3,363,730 |
|
|
$ |
3,371,487 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
Accounts payable |
|
$ |
67,341 |
|
|
$ |
54,375 |
|
Accrued expenses |
|
|
69,492 |
|
|
|
47,113 |
|
Revenue share obligations |
|
|
291,762 |
|
|
|
262,288 |
|
Accrued compensation and benefits |
|
|
77,780 |
|
|
|
60,591 |
|
Deferred revenue |
|
|
20,502 |
|
|
|
24,311 |
|
Current portion of notes payable to former limited partners |
|
|
101,059 |
|
|
|
99,665 |
|
Line of credit and current portion of long-term debt |
|
|
1,008 |
|
|
|
216,546 |
|
Current portion of liability related to the sale of future revenues |
|
|
36,615 |
|
|
|
|
|
Other current liabilities |
|
|
60,120 |
|
|
|
50,574 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
725,679 |
|
|
|
815,463 |
|
Long-term debt, less current portion |
|
|
|
|
|
|
734 |
|
Liability related to the sale of future revenues, less current portion |
|
|
569,042 |
|
|
|
|
|
Notes payable to former limited partners, less current portion |
|
|
25,555 |
|
|
|
101,523 |
|
Deferred compensation plan obligations |
|
|
52,754 |
|
|
|
50,346 |
|
Operating lease liabilities, less current portion |
|
|
13,074 |
|
|
|
21,864 |
|
Other liabilities |
|
|
54,328 |
|
|
|
47,202 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,440,432 |
|
|
|
1,037,132 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 111,249,656 shares
issued and 104,820,281 shares outstanding at March 31, 2024 and 125,587,858 shares issued and 119,158,483 shares outstanding at June 30, 2023 |
|
|
1,112 |
|
|
|
1,256 |
|
Treasury stock, at cost; 6,429,375 shares at both March 31, 2024 and June 30,
2023 |
|
|
(250,129 |
) |
|
|
(250,129 |
) |
Additional paid-in capital |
|
|
2,104,916 |
|
|
|
2,178,134 |
|
Retained earnings |
|
|
67,400 |
|
|
|
405,102 |
|
Accumulated other comprehensive loss |
|
|
(1 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
1,923,298 |
|
|
|
2,334,355 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
3,363,730 |
|
|
$ |
3,371,487 |
|
|
|
|
|
|
|
|
|
|
9
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31, |
|
|
|
2024 |
|
|
2023 |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
46,114 |
|
|
$ |
155,982 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
98,572 |
|
|
|
100,568 |
|
Equity in net loss (income) of unconsolidated affiliates |
|
|
1,639 |
|
|
|
(14,547 |
) |
Deferred income taxes |
|
|
(152,112 |
) |
|
|
2,083 |
|
Stock-based compensation |
|
|
23,215 |
|
|
|
16,375 |
|
Impairment of assets |
|
|
140,053 |
|
|
|
|
|
Other, net |
|
|
(7,653 |
) |
|
|
3,066 |
|
Changes in operating assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(5,864 |
) |
|
|
483 |
|
Contract assets |
|
|
(37,693 |
) |
|
|
(31,975 |
) |
Inventory |
|
|
(863 |
) |
|
|
25,221 |
|
Prepaid expenses and other assets |
|
|
(668 |
) |
|
|
21,685 |
|
Accounts payable |
|
|
15,673 |
|
|
|
8,641 |
|
Revenue share obligations |
|
|
29,474 |
|
|
|
12,717 |
|
Accrued expenses, deferred revenue and other liabilities |
|
|
40,383 |
|
|
|
30,879 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
190,270 |
|
|
$ |
331,178 |
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
$ |
(67,626 |
) |
|
$ |
(58,464 |
) |
Sale of investment in unconsolidated affiliates |
|
|
12,753 |
|
|
|
|
|
Acquisition of businesses and equity method investments, net of cash acquired |
|
|
|
|
|
|
(187,750 |
) |
Other |
|
|
(30 |
) |
|
|
(3,570 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
$ |
(54,903 |
) |
|
$ |
(249,784 |
) |
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Payments on notes payable |
|
$ |
(75,846 |
) |
|
$ |
(76,024 |
) |
Proceeds from credit facility |
|
|
|
|
|
|
350,000 |
|
Payments on credit facility |
|
|
(215,000 |
) |
|
|
(265,000 |
) |
Proceeds from sale of future revenues |
|
|
629,820 |
|
|
|
|
|
Payments on liability related to the sale of future revenues |
|
|
(24,163 |
) |
|
|
|
|
Cash dividends paid |
|
|
(73,074 |
) |
|
|
(75,227 |
) |
Repurchase of Class A common stock |
|
|
(400,000 |
) |
|
|
|
|
Other, net |
|
|
(5,048 |
) |
|
|
(9,785 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
$ |
(163,311 |
) |
|
$ |
(76,036 |
) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash flows |
|
|
7 |
|
|
|
(8 |
) |
Net (decrease) increase in cash and cash equivalents |
|
|
(27,937 |
) |
|
|
5,350 |
|
Cash and cash equivalents at beginning of year |
|
|
89,793 |
|
|
|
86,143 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
61,856 |
|
|
$ |
91,493 |
|
|
|
|
|
|
|
|
|
|
10
Supplemental Financial Information
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
(Unaudited)
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31, |
|
|
|
2024 |
|
|
2023 |
|
Net cash provided by operating activities |
|
$ |
190,270 |
|
|
$ |
331,178 |
|
Early termination payments to certain former limited partners that elected to execute a Unit
Exchange Agreement (a) |
|
|
(74,574 |
) |
|
|
(73,180 |
) |
Purchases of property and equipment |
|
|
(67,626 |
) |
|
|
(58,464 |
) |
|
|
|
|
|
|
|
|
|
Free Cash Flow |
|
$ |
48,070 |
|
|
$ |
199,534 |
|
|
|
|
|
|
|
|
|
|
(a) |
Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement
in connection with Premiers August 2020 restructuring are presented in the Condensed Consolidated Statements of Cash Flows under Payments made on notes payable. During the nine months ended March 31, 2024, the company paid
$77.0 million to members including imputed interest of $2.4 million which is included in net cash provided by operating activities. During the nine months ended March 31, 2023, the company paid $77.0 million to members, including
imputed interest of $3.8 million which is included in net cash provided by operating activities. |
11
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 March 31, |
|
|
Nine Months Ended March 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Net (loss) income |
|
$ |
(49,162 |
) |
|
$ |
48,649 |
|
|
$ |
46,114 |
|
|
$ |
155,982 |
|
Interest expense (income), net |
|
|
1,763 |
|
|
|
4,269 |
|
|
|
(870 |
) |
|
|
11,759 |
|
Income tax (benefit) expense |
|
|
(15,664 |
) |
|
|
17,232 |
|
|
|
17,552 |
|
|
|
59,766 |
|
Depreciation and amortization |
|
|
20,497 |
|
|
|
20,275 |
|
|
|
61,092 |
|
|
|
65,153 |
|
Amortization of purchased intangible assets |
|
|
12,280 |
|
|
|
11,916 |
|
|
|
37,480 |
|
|
|
35,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
(30,286 |
) |
|
|
102,341 |
|
|
|
161,368 |
|
|
|
328,075 |
|
Stock-based compensation |
|
|
8,283 |
|
|
|
6,709 |
|
|
|
23,671 |
|
|
|
16,859 |
|
Acquisition- and disposition-related expenses |
|
|
1,092 |
|
|
|
6,294 |
|
|
|
8,495 |
|
|
|
11,592 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
(61 |
) |
|
|
1,942 |
|
|
|
2,969 |
|
|
|
10,988 |
|
Equity in net (income) loss of unconsolidated affiliates |
|
|
(753 |
) |
|
|
(4,630 |
) |
|
|
1,639 |
|
|
|
(14,547 |
) |
Gain on sale of investment in unconsolidated affiliates |
|
|
(11,046 |
) |
|
|
|
|
|
|
(11,046 |
) |
|
|
|
|
Impairment of assets |
|
|
140,053 |
|
|
|
|
|
|
|
140,053 |
|
|
|
|
|
Other reconciling items, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(312 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
107,282 |
|
|
$ |
112,656 |
|
|
$ |
327,149 |
|
|
$ |
352,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
$ |
(64,826 |
) |
|
$ |
65,881 |
|
|
$ |
63,666 |
|
|
$ |
215,748 |
|
Equity in net (income) loss of unconsolidated affiliates |
|
|
(753 |
) |
|
|
(4,630 |
) |
|
|
1,639 |
|
|
|
(14,547 |
) |
Interest expense (income), net |
|
|
1,763 |
|
|
|
4,269 |
|
|
|
(870 |
) |
|
|
11,759 |
|
Other income, net |
|
|
(14,913 |
) |
|
|
(2,954 |
) |
|
|
(18,500 |
) |
|
|
(3,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
(78,729 |
) |
|
|
62,566 |
|
|
|
45,935 |
|
|
|
209,240 |
|
Depreciation and amortization |
|
|
20,497 |
|
|
|
20,275 |
|
|
|
61,092 |
|
|
|
65,153 |
|
Amortization of purchased intangible assets |
|
|
12,280 |
|
|
|
11,916 |
|
|
|
37,480 |
|
|
|
35,415 |
|
Stock-based compensation |
|
|
8,283 |
|
|
|
6,709 |
|
|
|
23,671 |
|
|
|
16,859 |
|
Acquisition- and disposition-related expenses |
|
|
1,092 |
|
|
|
6,294 |
|
|
|
8,495 |
|
|
|
11,592 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
(61 |
) |
|
|
1,942 |
|
|
|
2,969 |
|
|
|
10,988 |
|
Deferred compensation plan expense |
|
|
3,889 |
|
|
|
2,859 |
|
|
|
7,369 |
|
|
|
3,148 |
|
Impairment of assets |
|
|
140,053 |
|
|
|
|
|
|
|
140,053 |
|
|
|
|
|
Other reconciling items, net |
|
|
(22 |
) |
|
|
95 |
|
|
|
85 |
|
|
|
260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
107,282 |
|
|
$ |
112,656 |
|
|
$ |
327,149 |
|
|
$ |
352,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENT ADJUSTED EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supply Chain Services |
|
$ |
114,021 |
|
|
$ |
117,474 |
|
|
$ |
343,486 |
|
|
$ |
356,978 |
|
Performance Services |
|
|
27,039 |
|
|
|
24,954 |
|
|
|
79,768 |
|
|
|
87,290 |
|
Corporate |
|
|
(33,778 |
) |
|
|
(29,772 |
) |
|
|
(96,105 |
) |
|
|
(91,613 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
107,282 |
|
|
$ |
112,656 |
|
|
$ |
327,149 |
|
|
$ |
352,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to stockholders |
|
$ |
(40,195 |
) |
|
$ |
46,801 |
|
|
$ |
58,868 |
|
|
$ |
153,563 |
|
Income tax (benefit) expense |
|
|
(15,664 |
) |
|
|
17,232 |
|
|
|
17,552 |
|
|
|
59,766 |
|
Amortization of purchased intangible assets |
|
|
12,280 |
|
|
|
11,916 |
|
|
|
37,480 |
|
|
|
35,415 |
|
Stock-based compensation |
|
|
8,283 |
|
|
|
6,709 |
|
|
|
23,671 |
|
|
|
16,859 |
|
Acquisition- and disposition-related expenses |
|
|
1,092 |
|
|
|
6,294 |
|
|
|
8,495 |
|
|
|
11,592 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
(61 |
) |
|
|
1,942 |
|
|
|
2,969 |
|
|
|
10,988 |
|
Equity in net (income) loss of unconsolidated affiliates |
|
|
(753 |
) |
|
|
(4,630 |
) |
|
|
1,639 |
|
|
|
(14,547 |
) |
Gain on sale of investment in unconsolidated affiliates |
|
|
(11,046 |
) |
|
|
|
|
|
|
(11,046 |
) |
|
|
|
|
Impairment of assets |
|
|
140,053 |
|
|
|
|
|
|
|
140,053 |
|
|
|
|
|
Other reconciling items, net |
|
|
(7,805 |
) |
|
|
3,408 |
|
|
|
(8,866 |
) |
|
|
6,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income before income taxes |
|
|
86,184 |
|
|
|
89,672 |
|
|
|
270,815 |
|
|
|
280,258 |
|
Income tax expense on adjusted income before income taxes |
|
|
24,993 |
|
|
|
23,315 |
|
|
|
78,536 |
|
|
|
72,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
61,191 |
|
|
$ |
66,357 |
|
|
$ |
192,279 |
|
|
$ |
207,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Supplemental Financial Information
Reconciliation of GAAP EPS to Adjusted EPS
(Unaudited)
(In
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Nine Months Ended March 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Net (loss) income attributable to stockholders |
|
$ |
(40,195 |
) |
|
$ |
46,801 |
|
|
$ |
58,868 |
|
|
$ |
153,563 |
|
Income tax (benefit) expense |
|
|
(15,664 |
) |
|
|
17,232 |
|
|
|
17,552 |
|
|
|
59,766 |
|
Amortization of purchased intangible assets |
|
|
12,280 |
|
|
|
11,916 |
|
|
|
37,480 |
|
|
|
35,415 |
|
Stock-based compensation |
|
|
8,283 |
|
|
|
6,709 |
|
|
|
23,671 |
|
|
|
16,859 |
|
Acquisition- and disposition-related expenses |
|
|
1,092 |
|
|
|
6,294 |
|
|
|
8,495 |
|
|
|
11,592 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
(61 |
) |
|
|
1,942 |
|
|
|
2,969 |
|
|
|
10,988 |
|
Equity in net (income) loss of unconsolidated affiliates |
|
|
(753 |
) |
|
|
(4,630 |
) |
|
|
1,639 |
|
|
|
(14,547 |
) |
Gain on sale of investment in unconsolidated affiliates |
|
|
(11,046 |
) |
|
|
|
|
|
|
(11,046 |
) |
|
|
|
|
Impairment of assets |
|
|
140,053 |
|
|
|
|
|
|
|
140,053 |
|
|
|
|
|
Other reconciling items, net |
|
|
(7,805 |
) |
|
|
3,408 |
|
|
|
(8,866 |
) |
|
|
6,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income before income taxes |
|
|
86,184 |
|
|
|
89,672 |
|
|
|
270,815 |
|
|
|
280,258 |
|
Income tax expense on adjusted income before income taxes |
|
|
24,993 |
|
|
|
23,315 |
|
|
|
78,536 |
|
|
|
72,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
61,191 |
|
|
$ |
66,357 |
|
|
$ |
192,279 |
|
|
$ |
207,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
111,156 |
|
|
|
118,872 |
|
|
|
116,754 |
|
|
|
118,668 |
|
Dilutive shares |
|
|
564 |
|
|
|
944 |
|
|
|
569 |
|
|
|
1,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - diluted |
|
|
111,720 |
|
|
|
119,816 |
|
|
|
117,323 |
|
|
|
119,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) earnings per share attributable to stockholders |
|
$ |
(0.36 |
) |
|
$ |
0.39 |
|
|
$ |
0.50 |
|
|
$ |
1.29 |
|
Income tax (benefit) expense |
|
|
(0.14 |
) |
|
|
0.14 |
|
|
|
0.15 |
|
|
|
0.50 |
|
Amortization of purchased intangible assets |
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.32 |
|
|
|
0.30 |
|
Stock-based compensation |
|
|
0.07 |
|
|
|
0.06 |
|
|
|
0.20 |
|
|
|
0.14 |
|
Acquisition- and disposition-related expenses |
|
|
0.01 |
|
|
|
0.05 |
|
|
|
0.07 |
|
|
|
0.10 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
|
|
|
|
0.02 |
|
|
|
0.03 |
|
|
|
0.09 |
|
Equity in net (income) loss of unconsolidated affiliates |
|
|
(0.01 |
) |
|
|
(0.04 |
) |
|
|
0.01 |
|
|
|
(0.12 |
) |
Gain on sale of investment in unconsolidated affiliates |
|
|
(0.10 |
) |
|
|
|
|
|
|
(0.09 |
) |
|
|
|
|
Impairment of assets |
|
|
1.26 |
|
|
|
|
|
|
|
1.20 |
|
|
|
|
|
Other reconciling items, net |
|
|
(0.07 |
) |
|
|
0.03 |
|
|
|
(0.07 |
) |
|
|
0.06 |
|
Impact of corporation taxes |
|
|
(0.22 |
) |
|
|
(0.20 |
) |
|
|
(0.67 |
) |
|
|
(0.61 |
) |
Impact of dilutive shares |
|
|
|
|
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share |
|
$ |
0.55 |
|
|
$ |
0.55 |
|
|
$ |
1.64 |
|
|
$ |
1.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Exhibit 99.2
May 7, 2024 / 8:00AM PINC Q3 2024 Premier, Inc. Earnings Call
CORPORATE PARTICIPANTS
Ben Krasinski Premier,
Inc. - Senior Director of IR
Craig Steven McKasson Premier, Inc. - Chief Administrative & Financial Officer & SVP
Leigh T. Anderson Premier, Inc. - Chief Operating Officer
Michael J. Alkire Premier, Inc. - President, CEO & Director
PRESENTATION
Operator
Good morning, and welcome to Premiers Fiscal 2024 Third Quarter Conference Call. (Operator Instructions) Please note, this event is being recorded. I
would now like to turn the conference over to Ben Krasinski, Senior Director, Investor Relations. Please go ahead.
Ben Krasinski - Premier, Inc. -
Senior Director of IR
Thank you, and welcome to Premiers Fiscal 2024 Third Quarter Conference Call. Our speakers this morning are Mike Alkire,
Premiers 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 managements remarks today contain certain
forward-looking statements such as statements regarding our strategies, plans, prospects, expectations and future performance and the 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 Form 10-Q for the quarter, which we expect to file soon. We encourage you to review the detailed forward-looking statement and risk factor disclosures in these reports.
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 everyone, and thank you for joining us. Today, we will share our fiscal 2024 third quarter operating results. Well also provide some
highlights on the progress we continue to make advancing our strategy to drive healthcare performance improvement through further technology enablement of our capabilities. Lastly, well provide an update on our outlook for fiscal 2024, as well
as provide some initial perspectives on fiscal 2025.
First, let me say that I am proud of how our team executed this quarter to deliver operating performance
that exceeded our expectations for profitability and has us on track to meet our guidance, which we are reaffirming, for the full year. For the third quarter, total net revenue increased from the prior year period, driven by growth in both our
Supply Chain Services and Performance Services segments. We also continued to return additional capital to stockholders as we implemented our $400 million accelerated share repurchase transaction during the quarter. We continue to execute with
discipline as we advance our two core strategies, technology enabling this and streamlining all aspects of supply chain and leveraging our unique data, technology and AI capabilities to support provider performance improvement and growth in certain
adjacent markets.
Regarding our technology-enabled supply chain strategy, we made progress driving adoption of our digital supply chain capabilities as
we continue to roll out automated invoicing and payable capabilities to large integrated delivery networks and other providers. We believe these solutions are differentiated in the market and can be a key enabler for providers to better manage labor
costs and increase working capital, allowing for better cash flow management and helping to support organizational growth initiatives. Weve also renewed, expanded and signed new partnership agreements with providers and key suppliers, and we
continue to deliver significant value in the market. For example, Kaleida Health, a five-hospital system in Western New York, leveraged Premiers capabilities to realize over $75 million in savings during the last five years, all while
maintaining high-quality care and outcomes for their patients. Kaleida utilizes our robust data and analytics, as well as our supply chain co-management capabilities, and together, we align clinical and supply
chain teams with industry-leading data and insights to enable smarter purchasing decisions.
With respect to our
AI-driven provider performance improvement strategy, were excited to announce the recent release of the 100 Top Hospitals in partnership with Fortune Magazine. This transparent ratings program provides
vital insights for providers seeking market differentiation and performance enhancement. Importantly, the success of this program and our road map for its enhancements have helped us open doors and expand partnerships, including a signed deal with
one of the nations largest health systems.
We also continue to expand relationships and establish new partnerships with hospitals and health
systems to drive margin improvement. These engagements underscore the essential role our technology-enabled solutions play in supporting and enhancing healthcare delivery. For example, a large regional system recently expanded our multi-decade
partnership. As part of this agreement, they will deploy our advanced analytics and AI-enabled technology across their entire system. This included clinical decision support capabilities, specifically our AI-enabled clinical documentation solution that Craig will speak further about later in the call.
Before I conclude, I
wanted to commend our team for their dedication and commitment as they continue to innovate to enable better, smarter healthcare for member health system providers and the communities they serve. I will now turn the call over to Craig for a more
comprehensive discussion on our financial results and outlook.
2
Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
Thanks, Mike. Let me share our fiscal year 2024 third quarter results. Total net revenue increased from the prior year period in both of our segments.
In our Supply Chain Services segment, higher net administrative fees were driven primarily by continued growth in member purchasing in both the acute and Continuum of Care programs, as well as one-time
payments from certain members due to early termination of their agreements, partially offset by an expected increase in the aggregate blended member fee share to the mid-50% level. In our direct sourcing
business, products revenue was relatively flat, as further expansion and growth of the business was offset by lower pricing for certain products compared to the prior year period.
We also experienced growth in software license, other services and support revenue in the Supply Chain Services segment, driven by growth in our supply chain co-management business, where members continue to engage Premiers expertise to help manage their end-to-end supply chain
operations. We recently announced Beebe Healthcares selection of Premier as its supply chain operations partner, which comes on the heels of our announcement last quarter with Tufts Medicine.
In our Performance Services segment, the revenue increase was driven by an increase in contributions from enterprise license agreements compared to the prior
year period, partially offset by a decrease in our applied sciences business. We continue to make progress in our adjacent markets businesses, which have delivered over 20% revenue growth during the first nine months of fiscal 2024. For example, we
continue to see interest in our AI-enabled clinical documentation capabilities and recently highlighted how Community Health Network in Indiana leveraged our solution to improve the accuracy of clinical
documentation while also increasing provider satisfaction by enhancing decision-making and reducing alert fatigue.
Turning to profitability. GAAP net
loss was $49.2 million for the quarter, and was primarily the result of a $140 million impairment charge to goodwill and long-lived assets related to our Contigo Health business. The expansion of our network capabilities into the
self-insured healthcare provider market was a key driver of our future financial expectations for this business, and adoption has been meaningfully slower than originally contemplated. As we announced last quarter, we believe an outside partner will
allow for continued advancement of this business through a broader capability set and increased scale. We will provide more information on this process as well as our search for a partner for S2S Global, our direct sourcing business, once we have
something definitive to report.
Total adjusted EBITDA was impacted by the following factors: Performance Services adjusted EBITDA increased mainly due to
revenue growth, partially offset by an increase in expenses primarily related to higher performance-related compensation in the current year period as well as investments to support continued growth in our adjacent markets businesses. Supply Chain
Services adjusted EBITDA declined primarily due to an increase in expenses primarily related to the ongoing enablement of generative AI capabilities in our purchased services GPO program and for expansion of our supply chain co-management business and a lower profit margin in our direct sourcing business due to higher logistics costs compared to the prior year period, partially offset by revenue growth. Adjusted net income decreased
primarily as a result of the same factors that impacted adjusted EBITDA, but was partially offset by a decrease in interest expense.
3
Adjusted earnings per share increased primarily due to the reduction in weighted average share count as a
result of the retirement of approximately 15 million Class A common shares in conjunction with our $400 million accelerated share repurchase implemented in early February. The final number of shares to be repurchased and retired
through the accelerated share repurchase transaction will be determined upon completion, which is expected in the first quarter of fiscal 2025.
From a
cash perspective, excluding the impact of the $148.6 million in tax payments related to the sale of our non-healthcare GPO operations earlier this fiscal year, we continue to expect fiscal 2024 free cash
flow to approximate 45% to 55% of adjusted EBITDA for the full year. For the first nine months of fiscal 2024, cash flow from operations of $190.3 million decreased from $331.2 million in the prior year period. The change was primarily due
to the tax payments associated with the sale of our non-healthcare GPO operations. Free cash flow of $48.1 million also declined from the prior year period, as it too was impacted by the tax payments as
well as an increase in capitalized software development related to the advancement of our supply chain technology automation.
Cash and cash equivalents
totaled $61.9 million as of March 31, 2024, compared with $89.8 million as of June 30, 2023. The decrease was driven by the use of cash for the accelerated share repurchase, as well as the repayment of the outstanding balance on
our five-year $1 billion revolving credit facility, which continued to have no balance as of the end of the quarter. These decreases were partially offset by the proceeds received from the sale of our
non-healthcare GPO operations, net of the previously-mentioned tax payments. With respect to the sale of non-healthcare GPO operations, we have received a total of
$629.8 million in total proceeds as of March 31, 2024, and expect the final purchase price to be up to $738 million as we continue to finalize member consents and the true-up period that has
been extended into the fourth quarter.
With respect to capital deployment, we remain disciplined and focused on taking a balanced approach long term,
with return to stockholders a current priority. As we mentioned last quarter, to accelerate returns to stockholders, our Board approved a $1 billion share repurchase authorization through June 30, 2025, and as part of that, we executed a
$400 million accelerated share repurchase transaction. This augmented our quarterly cash dividend, which totaled $73.1 million during the first nine months of fiscal 2024. In addition, our Board recently declared a dividend of $0.21 per
share payable on June 15, 2024 to stockholders of record as of June 1. We also continue to evaluate opportunities for investment to support organic growth, as well as potential acquisitions to strengthen, enhance or complement our existing
capabilities and further differentiate our offerings in the marketplace.
Turning to our full year fiscal 2024 guidance, based on our performance for the
nine months year-to-date and outlook for the remainder of this year, we are reaffirming the guidance that we introduced on our fiscal 2024 second quarter earnings call
in February. Looking ahead, while we are not planning to provide our formal fiscal 2025 guidance until our fourth quarter and full year earnings report in August, we did want to share a few high-level perspectives in anticipation of next fiscal
year. Consistent with recent commentary, we expect fiscal 2025 revenue will decline in Supply Chain Services, excluding S2S Global, primarily due to a further increase in aggregate blended member fee share from the current mid-50% level to the low 60% range as we continue to renew and extend GPO agreements with our members. While we expect continued growth in member purchasing and gross administrative fees revenue in both our acute
and Continuum of Care GPO programs, we anticipate this will be more than offset by the increase in member fee share. Given the high-margin nature of the GPO business, this will have a meaningful impact on profitability.
4
In our Performance Services segment, excluding Contigo Health, we expect revenue to grow in the mid-single-digit range comprised of double-digit growth in our adjacent markets businesses and low single-digit growth in the healthcare provider business.
In closing, I would also like to thank our employees for their continued dedication to our mission and for their hard work advancing our strategy and enabling
our members and other customers to deliver higher quality lower-cost healthcare to the communities they serve. They are our greatest asset and a key component of our foundation, which we believe is also differentiated by our unique combination of
capabilities, including our AI-enabled technology solutions powered by our vast data sets and deeply embedded member relationships, where we are helping to drive healthcare improvement from the inside. We also
continue to maintain a flexible balance sheet, generate substantial cash flow and remain committed to returning value to stockholders. We appreciate your time today, and well now open the call for questions.
QUESTIONS AND ANSWERS
Operator
Yes. Thank you. (Operator Instructions) And the first question comes from Eric Percher with Nephron Research.
Eric R. Percher - Nephron Research LLC - Partner & Research Analyst
A question for both Mike and Craig. Im trying to understand the underlying supply chain performance. Could you help us with the extent of the early
termination benefit in the quarter? And was that an item that was expected in guidance?
Craig Steven McKasson - Premier, Inc. - Chief
Administrative & Financial Officer & SVP
Sure, Eric. This is Craig. Ill be happy to address that. So the early termination
payment was in the range of $5 million in the quarter. We did know about this terminated member and had factored that into our expectations when we established guidance.
Eric R. Percher - Nephron Research LLC - Partner & Research Analyst
Okay. And as we look at that and the guidance for next year in the low 60% range, at this point, how much of the book will have repriced at that level? And the
fact that its offsetting revenue, does that suggest that weve seen more of the book repriced at that level or that the full book is repricing at that level?
Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
Yes. Its a good question, Eric. So what Id say is that where we sit here today, about 1/3 of our book has already been renewed and extended into
the future with revised revised pricing and the fee share levels that we anticipate. We obviously will plan to continue to renew through fiscal 2025 with remaining members that would be coming up in that time period and would anticipate that
by the end of fiscal 2025, we would have about 3/4 of the book renewed and extended at that point in time.
5
Eric R. Percher - Nephron Research LLC - Partner & Research Analyst
And the rest of the book, longer-term contracts? Or the rest of the book already there?
Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
So about 1/3 is already renewed, longer-term contracts ranging 3 up to, in some cases, 10 years. As we go through 25, well renew up an
additional amount to get to about 70 about 3/4 of the book, and then there will be about a quarter of the restructure-related members that will continue to be renewed post June 30, 2025.
Operator
And the next question comes from Michael Cherny
with Leerink Partners.
Michael Aaron Cherny - Leerink Partners LLC, Research Division - Senior MD
Maybe if I can stay on that topic relative to the renewal process and especially into next year. Is there any way to think about what the feeling is long term
for admin fee share and where this can go? I appreciate the color that youre giving relative to the changes youve seen in this book of business. Is this one of those things that as you get through the renewals, there will be another cut?
Do we think low 60s is kind of the ceiling for where this would go? Curious how to see the evolution of this on a longer-term basis beyond this round of renegotiations?
Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
Yes, Michael, this is Craig. Thanks for the question. Obviously, its an important question that the investor community wants to understand. It is
difficult until we actually get into and through all the renewals to be able to accurately predict. I mean there are dynamic market conditions, as weve talked about. Our current perspective is with the contracts that have been renewed, the
contracts that we anticipate renewing as we go through next fiscal year, thats what is the reason that were providing the perspective on the low 60s. Our current perspective is that we likely will remain in the 60% range, albeit it could
definitely it could definitely ratchet up from the low 60s longer term, but we believe it ultimately will reside in the 60s.
Michael Aaron
Cherny - Leerink Partners LLC, Research Division - Senior MD
Got it. And then maybe thinking about, call it, expansion ancillary services on the GPO
side, obviously these renegotiations give you a chance to go back to your customers and talk more about what you can do. Can you talk maybe just specifically within the supply chain component, aside from Performance Services? Are there other service
lines that youre able to work through? Is there a trade-off in terms of greater contract compliance beyond ASCEND and SURPASS? But anything else you can talk about relative to the strategic nature of
these renegotiations and what it means from a multiyear revenue growth perspective would be great as well.
Michael J. Alkire - Premier, Inc. -
President, CEO & Director
Yes, this is Mike. So a couple of things. So first of all, let me just stick with the contracting side first. It
gives us an opportunity to really work with them for them to leverage our services and purchased services as well as the non-acute area. Obviously, weve been making a lot of investment in the technology
to support those areas. So obviously, we want to see higher levels of contract penetration for both the non-acute as well as purchased services.
6
It also gives us the opportunity to drive higher levels of utilization of our committed portfolio, which
drives significantly more value back to the healthcare system. So think of our SURPASS and ASCEND program, the AscenDrive programs. We want to see that continue to ratchet up because it not only drives more, obviously, revenue to the business, but
it also drives significant savings to our healthcare system. And then the final area that it allows us to really focus on is, as you think about whats happening from an invoicing standpoint with the healthcare systems, a lot of that effort
today is manual. It allows for us really to get much more embedded from a technology standpoint to help them manage their invoicing and payables process, which we believe, again, will deliver significantly more value as it brings a degree of
transparency to whats happening in the buying transaction as well as drive higher levels of penetration.
Craig Steven McKasson - Premier, Inc. -
Chief Administrative & Financial Officer & SVP
Yes. And Michael, this is Craig. Two additional builds to Mikes point. One, not
in all cases, but in limited circumstances, it also provides an opportunity for us to bring our supply chain co-management capabilities. I talked in the prepared remarks about Beebe this quarter, and we talked
about Tufts last quarter. Both of those were new relationships where we have a supply chain partner, where now we are actually taking over some of their supply chain operations to actually run the supply chain for them. The reason thats
important where that does occur is that actually puts us more in the driver seat with power of the pen to actually help drive the higher contract penetration that Mike is talking about.
And then I will I do just need to add while you said you didnt ask about this we also are taking advantage of this renewal process
to have much more of a one Premier approach to the member and the customer to actually pull through additional technology and wraparound service capabilities through Performance Services.
Michael Aaron Cherny - Leerink Partners LLC, Research Division - Senior MD
Great. Thank you.
Operator
And the next question comes from Anne Samuel with JPMorgan.
Anne Elizabeth Samuel - JPMorgan Chase & Co, Research Division - Analyst
Given that weve seen some improving margins within the hospitals and things seem to be kind of stabilizing a little bit there. I was hoping maybe you
could just speak to what the appetite looks like maybe for some of your Performance Services solutions? And maybe where are things starting to loosen up on the edges and where are some things still considered discretionary, where hospitals are
holding off on spending?
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Yes. So this is Mike. So a few things. I think our healthcare systems are not, I think. Our healthcare systems are very much still struggling with the cost of
labor. So thats not something thats going away. So theyre having to figure out ways to reengineer the way theyre providing care. So obviously, leveraging technology and driving high quality of care. So I think as we continue
to explore capabilities to support the health systems, weve got to continue to make the investments in technology to be labor extenders for those healthcare systems. So thats number one.
7
Number two, I will tell you this whole idea of proliferation of technology were hearing so much
about AI within the healthcare ecosystem. And bringing meaningfulness to that, where are the areas that we should really apply the different kinds of AI to the healthcare systems. And again, our focus for the most part is on that predictive area of
AI. So where can we actually work within the electronic medical record to identify patients for drug trials to actually look at ways to help our healthcare systems document procedures appropriately for reimbursement as well as think of things like
prior authorization, which, by the way, requires a great deal of labor, but also takes, in some cases, a significant amount of time. So we want to continue to build out technologies and capabilities to streamline all of those areas. And I think
thats where were going to continue to see investments on behalf of the healthcare systems.
Anne Elizabeth Samuel - JPMorgan
Chase & Co, Research Division - Analyst
Thats really helpful. And maybe just a follow-up on
that. I was hoping maybe you could just talk about the receptivity within your customer base for some of those AI-enabled capabilities you discussed, things like documentation and things like that. How
comfortable are they with using that kind of technology? And then you talked about having access to 45% of discharges annually within PINC AI. Can you just talk about the data set that youre using to inform those models?
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Yes. And Ill ask Leigh to jump in a little bit here on maybe the data set with a couple of senses. But I will tell you, its like any other sort of
business maturity curve. I would suggest that 10% to 20% of our health systems are actually the innovators and leading the utilization of machine learning and AI. And obviously, those are organizations that have implemented and standardized around
one EMR because it makes it a lot easier as they think about adding advanced capabilities if you have that one electronic medical record.
So I think you
have those innovators, and then you have the next probably 60% to 70% of the market that are the followers and they want to see the tried and true implementation capabilities of whats actually working. And then theyll join on. I think
were kind of beginning to enter into that area, given weve got some incredible proof cases on what weve been able to do with HCC scores and some of the other areas, and theres a lot of interest on behalf of our health systems
health systems to participants to participate in trials where they have not obviously been able to in the past. And then you always have some of the followers and for a variety of reasons theyll be slower to the uptake. But that will be
the opportunity that, as Craig said earlier, that as we come in and were looking for opportunities for improvement, does it make more sense for us to come in and help basically co-manage some of those
opportunities and bring that technology to really support their journey towards leveraging that advanced technology. Leigh, do you want to just touch really quickly on the data assets?
Leigh T. Anderson - Premier, Inc. - Chief Operating Officer
Yes. I think if we start with 100 top, thats probably the best view into that data set. Its augmented with a large set of clinical and margin
intelligence information that are derived from either the EHR, the ERP. So we can start at a really high level, and we can keep that data extraordinarily timely. Its an advisory-
8
led offering that walks in and ties one of our solution sets, either clinical transformation, human capital management, or as Mike was talking about, managed services to that solution set. And
then we augment that data with effectively assets into the ERP or assets into the EHR to get down to the patient level, and we can look at cohort information at the physician level, do risk adjustment and help our hospitals be able to blend that
supply chain data and that clinical data together so that we can help them with whatever strategic imperative, whether it be labor, whether it be clinical quality, transformational information and then we alert through the clinical decision support
solution.
Anne Elizabeth Samuel - JPMorgan Chase & Co, Research Division - Analyst
Very helpful. Thank you.
Operator
And the next question comes from Stephanie Davis with Barclays.
Stephanie July Davis - Barclays Bank PLC, Research Division - MD & Senior Research Analyst
I was first hoping to pull on that one Premier threat that you guys had talked about a little bit earlier. As you go through some of these client renewals, are
there any IT solutions within Performance Services that are resonating the most with your client base? Or is there anything that youre seeing get prioritized a little bit higher than before, just given some of the moving dynamics of the IT
landscape?
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Yes. I would tell you theres I would probably break it down into two areas. So we have roughly half of our health systems that primarily really
lean on us for supply chain. So those organizations that lean on us for supply chain are really looking at the pull-through of co-management. Theyre looking at pulling through all of our advanced
technology, where were obviously, technology enabling the supply chain, the e-invoicing, the e-payables, all the work were doing there. So thats
sort of one pocket, and youre pulling through all those capabilities.
The other pocket uses us for both supply chain and obviously, performance
services and other areas. And I would characterize those as looking at as Leigh and Craig both have said, total margin improvement. So theyre looking at not only ways to drive enhanced reduction of supply chain, but theyre also
looking at ways to standardize the way that theyre providing clinical capabilities to the healthcare systems as well. So and then thats bringing in all, obviously, all the technology that Leigh just talked about with all the
alerting capabilities. So Id say its characterized in two different ways in terms of how were going out and having those discussions.
Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
Yes. And Stephanie, this is Craig. The only build I would have is, obviously, it depends on the healthcare institution youre working with. But specific
to Performance Services, we have definitely seen interest in our enterprise analytics. And so bringing and we talked about the enterprise license component of that, but that would be the area that weve seen increased interest in wanting
to leverage those technologies to help them with margin improvement, as Mike articulated.
9
Stephanie July Davis - Barclays Bank PLC, Research Division - MD & Senior Research Analyst
So with that in mind and given the term fee this quarter and some of the client win announcements by your large competitor, are there any themes
beyond pricing like clients that are maybe less interested in these IT investments that youre starting to see in some of the client attrition? Or is it purely still a pricing kind of model?
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Its sort of its really Craig and Ive been talking about this basically for quarters, but you have some health systems that
really do want to look at total value thats being created, and they want to bring all of the assets that Premier brings because theyve got huge imperatives. Theyve got huge labor some have huge labor issues or labor cost
issues. Some are trying to transform to new payment models and those kinds of things. So I will tell you, you do have organizations that are willing to look at total value as opposed to one aspect of value that we create. And so obviously, our job
is to do as much as possible, demonstrate what that total value proposition looks like to relieve some of the pressure on just the admin fee share back.
Operator
And next question comes from Kevin Caliendo
with UBS.
Kevin Caliendo - UBS Investment Bank, Research Division - Equity Research Analyst of Healthcare IT and Distribution
On the Performance Services, you talked a lot about the business, but just thinking about the sort of mid-single-digit
growth outlook. How much of that is sort of in your control, based on customer wins and just the overall? And how much of it like what are the assumptions around the macro that get you there? What are the puts and takes, just the thinking
about how you think about how that business is going to grow both from a micro perspective and a macro?
Michael J. Alkire - Premier, Inc. - President,
CEO & Director
Yes. I could take the highest level. Look, I think that as we continue to build out services and capabilities, again, to
support the healthcare systems as theyre struggling with increased labor cost, in some cases, struggling with inflation and those kinds of things. And obviously, reimbursement is not necessarily staying up with those extra costs. Theyre
asking us to come in and really focus in on how can we help them do more with less and basically be incredibly diligent around cost structures, but at the same time, ensuring theyre delivering the highest quality care that they can potentially
deliver. So at the highest level, thats really whats driving quite a bit of the market.
Craig Steven McKasson - Premier, Inc. - Chief
Administrative & Financial Officer & SVP
Yes. The only thing I would add to that, Kevin, is I think as we think about and
again, well more formalize our 25 guidance in August with the underlying assumptions, but at a broad level, the early perspective that were trying to provide, we typically go into a fiscal year in our Performance Services business
with sort of 70%, 75% visibility to the revenue, given that the majority of that business is still SaaS-based on the technology side. So we have good visibility to a large amount of that business. Weve talked previously about enterprise
license agreements, and so we have that, that well have to we have a pipeline of them to process but have to work through, which leaves some of the judgmental nature of that. But the combination of those gets us to with the wraparound
services component from our advisory services part of our business gets us to the low-single-digit anticipated growth in the provider market.
10
And then as we look at the adjacent markets business, we anticipate double-digit growth in the 15% to 20%
type of range that we have seen that as its growing ex-Contigo becoming and that is going to continue to be in the applied sciences business, which we have very sound ongoing relationships with the largest pharma companies in the country and
continue to facilitate and enable work with them. Our clinical decision support business has really driven off growth in the coding and documentation capabilities that were asked about earlier. And then our Remitra business in the electronic invoice
and processing, those dont have as high a visibility typically given the nascent nature of those businesses, but continue to feel very comfortable given the pipelines, the appreciation for those capabilities to drive the type of double-digit
growth that we anticipate from that side of the Performance Services segment, which in combination gets us to the mid-single-digit growth overall.
Kevin Caliendo - UBS Investment Bank, Research Division - Equity Research Analyst of Healthcare IT and Distribution
Thats super helpful and a lot more detail than I was even hoping for. So thank you. One quick follow-up. Just on
PPE stuff. I didnt think wed be still asking about this. But we have heard that sort of PPE demand and destocking is has somewhat normalized. Im wondering if that had any context in your outlook at all? Was that better than
expected? Or is it trending as expected? Is that what got you to the sort of the higher end of fiscal 24?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative & Financial Officer & SVP
Yes, its really trending as expected. I mean, weve talked about this
again in the past couple of quarters as well that we really thought we had hit sort of the bottom in terms of seeing ordering patterns return. I think the thing that weve still been managing through is price reductions. I mean we continue to
see, in particular, glove pricing, which is the largest component of our PPE portfolio, to continue to have very low pricing, although we are we believe thats stabilizing now as well. So from a perspective of where we anticipate
performance, we talked last quarter and reaffirmed today that we expect sort of direct sourcing to come in where we thought we expect sort of flat to nominal growth
quarter-to-quarter, but would anticipate that that will step up moving forward.
Operator
And the next question comes from Jessica Tassan
with Piper Sandler.
Jessica Elizabeth Tassan - Piper Sandler & Co., Research Division - VP & Senior Research Analyst
I was hoping that maybe on Contigo and S2S Global, you could describe maybe the type of outside partner youre looking to engage and kind of how you
envision the structure of any future partnership?
11
Craig Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
Sure, Jessica. This is Craig. Happy to take it. Mike can add any color. With respect to Contigo, I think as we talked about when we announced looking
for partners to help augment the vision and the value of that business that we do still believe in long term, it is looking for organizations that have an interest in the TPA, COE type of business, may have existing infrastructure there that could
be strategic partners that could also be strategics that are powered or enabled by financial backers. And so we think that it is really a platform play where the idea of taking the capabilities that we have in that business for TPA, COE and the
network business as well and actually put it on to what theyre trying to develop and build would allow it to be a more comprehensive, scalable solution in the future with additional resource capability that weve been able to bring to
bear. Thats what I would say on the Contigo side.
On the S2S side, I think that really from a similar standpoint, we believe there is an
opportunity with an organization that has more product breadth and capacity and ability to deliver more scale while maintaining a strategic focus and view on supply chain resiliency, which we think is really critical and important moving forward for
U.S. healthcare would be the ideal partner. And so we are looking at organizations that would have that type of shared vision as we continue to move forward and think about the ongoing kind of benefit that the S2S business can have on a go-forward basis for our members and other customers around the country.
Michael J. Alkire - Premier, Inc. -
President, CEO & Director
And thanks, Craig. And then a couple of builds that Id like to share on top of Craigs. As you think
about the whole payvider market space, health systems are continually struggling with slow reimbursement in some cases from payers and prior authorization issues and those kinds of things. And I will say that the payvider market space is going to be
something that a number of healthcare systems are going to continue to look at long term. And so thats why its so important that we believe we find the right partner that can obviously add some additional capability to help really beef
that capability up to support those health systems. Thank you for the question.
Jessica Elizabeth Tassan - Piper Sandler & Co.,
Research Division - VP & Senior Research Analyst
Got it. That makes sense. Can I just follow up with two kind of clarifying
questions? I wanted to confirm on the FY 25 consolidated fee share, is the consolidated rate expected to be low-60s percent, or the renewals are going to be in the
low-60s percent? And then just hoping you guys could comment on the pace of the remaining buybacks.
Craig
Steven McKasson - Premier, Inc. - Chief Administrative & Financial Officer & SVP
To answer the first question, Jessica, our overall
blended fee share for the entire business in fiscal 2025, we anticipate to be in the low 60s. So thats a combination of renewed agreements, ongoing agreements in the acute business and our Continuum of Care GPO. So overall blended rate.
Relative to the share repurchase, we continue to progress through the accelerated share repurchase transaction. Our current expectations have not changed in
terms of when that will complete, somewhere between mid-July and mid-August. So when we have our next earnings call, we believe we will be complete at that point in time
and would anticipate that we will be evaluating with our Board of Directors at its board meeting in August the plans and the expectations for the remaining $600 million on the $1 billion share repurchase authorization that was approved in
February.
Jessica Elizabeth Tassan - Piper Sandler & Co., Research Division - VP & Senior Research Analyst
Thank you.
12
Operator
And this concludes our question-and-answer session and Premiers Fiscal
2024 Third Quarter Conference Call. Thank you for attending todays presentation. You may now disconnect.
13
Fiscal 2024 Third-Quarter Earnings
Conference Call /////// May 7, 2024 Exhibit 99.3
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 and develop innovations for, transform and improve healthcare, our ability to find partners for our S2S Global and Contigo Health businesses and the potential benefits thereof, our ability to fund and conduct share repurchases pursuant to
the share repurchase authorization and the potential benefits thereof (including the accelerated share repurchase transaction, which could be affected by volatility or disruptions in the capital markets or other factors), the payment of dividends at
current levels or at all, guidance on expected future financial performance and assumptions underlying that guidance, 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,” “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 risks and uncertainties, many of which are outside Premier’s control. More information on risks and uncertainties that could affect Premier’s business,
achievements, performance, financial condition, and 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 sections of Premier’s Form 10-K for the year ended June 30, 2023, and subsequent Quarterly
Reports on Form 10-Q, including the Form 10-Q for the quarter ended March 31, 2024, expected to be filed with the SEC shortly after this presentation. Premier’s periodic and current filings with the SEC are made 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 include certain “adjusted” and other “non-GAAP” financial measures,
including free cash flow, 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 historical
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2024,
expected to be filed shortly after this presentation, for definitions of Premier’s non-GAAP financial measures and further explanation and disclosure regarding Premier’s use of non-GAAP financial measures, and such information should be
read in conjunction with this presentation. These materials are made available on the company’s website at investors.premierinc.com.
Overview Michael J. Alkire President
and Chief Executive Officer Financial and Operational Review Craig McKasson Chief Administrative and Financial Officer
Remain on track for fiscal 2024
Operating performance exceeded expectations for profitability Total net revenue increase driven by growth in both the Supply Chain Services and Performance Services segments Reaffirming full-year fiscal 2024 financial guidance Continued to return
additional capital to stockholders through $400 million accelerated share repurchase transaction
Continue to advance two core
strategies Technology-enabling and streamlining all aspects of the supply chain Made progress driving adoption of digital supply chain capabilities Renewed, expanded and signed new partnership agreements Continue to deliver significant value in the
market Leveraging unique data, technologies and AI capabilities to support provider performance improvement and growth in certain adjacent markets Recent release of 100 Top Hospitals, in partnership with Fortune Magazine; success of this program has
helped to generate new business and expand partnerships Also, continued to expand relationships and establish new partnerships with hospitals and health systems to drive margin improvement
Fiscal 2024 third quarter financial
highlights Adjusted EBITDA* decreased 5% to $107.3 million Performance Services segment net revenue increased 9% to $115.0 million GAAP net loss of $49.2 million; $(0.36) per fully diluted share includes $140.1 million impairment related to Contigo
Health Adjusted net income* decreased 8% to $61.2 million and adjusted EPS* of $0.55 flat compared to prior-year period Supply Chain Services segment net revenue increased 5% to $227.7 million GPO net administrative fees revenue increased 6% Direct
sourcing products revenue was relatively flat Software licenses, other services and support revenue increased 29% *These are 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 third quarter) Total net revenue increased 6% to $342.6 million
Strong financial position with
flexible balance sheet Cash flow from operations of $190.3 million Free cash flow* outflow of $48.1 million Cash and cash equivalents of $61.9 million No outstanding balance on $1.0 billion 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 March 31, 2024) Implemented $400 million accelerated share repurchase transaction; received and
retired an initial delivery of approximately 15 million Class A common shares Paid dividends of $73.1 million to stockholders in first nine months of 2024 Board declared a dividend of $0.21 per share, payable on June 15, 2024, to stockholders of
record as of June 1, 2024 Impacted by $148.6 million in tax payments related to the sale of non-healthcare GPO operations
Fiscal 2024 guidance * Adjusted
EBITDA, adjusted EPS and free cash flow presented in this financial guidance are forward-looking non-GAAP measures. Premier does not provide a reconciliation of non-GAAP forward-looking guidance as certain financial information, the probable
significance of which cannot be determined, is not available and cannot be reasonably estimated. Refer to "Use of Forward-Looking Non-GAAP Measures" on slide 11 for additional explanation. Guidance Metric Fiscal 2024 Guidance Range* (as of May 7,
2024) Segment Net Revenue: Supply Chain Services Performance Services $840 million to $880 million $425 million to $445 million Total Net Revenue $1.265 billion to $1.325 billion Adjusted EBITDA $405 million to $425 million Adjusted EPS $2.06
to $2.18 Fiscal 2024 guidance is based on the realization of the following key assumptions: Net administrative fees revenue of $588 million to $603 million Direct sourcing products revenue of $207 million to $222 million Supply Chain Services
segment software licenses, other services and support revenue of $45 million to $55 million Capital expenditures of $93 million to $103 million Effective income tax rate in the range of 26% to 28% Free cash flow of 45% to 55% of adjusted EBITDA,
excluding the impact of tax payments related to the sale of non-healthcare GPO operations Includes the estimated fiscal 2024 impact of the initial $400 million accelerated share repurchase transaction under the $1 billion share repurchase
authorization Does not include the impact of any significant acquisitions or divestitures
Fiscal 2025 high-level perspectives
Supply Chain Services segment net revenue, excluding S2S Global, is expected to decline due to a further increase in aggregate blended member fee share from the current mid-50% to the low-60% range as the company continues to renew and extend GPO
agreements with members Anticipate continued growth in member purchasing and gross administrative fees revenue but will be more than offset by the increase in member fee share Given high-margin nature of the GPO business, this will have a meaningful
impact on profitability Performance Services segment net revenue, excluding Contigo Health, is expected to grow in the mid-single digit range, which will be comprised of: Double-digit growth in adjacent markets businesses Low-single digit growth in
healthcare provider business
Appendix
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, but are not limited to, 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.
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 March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Net (loss) income $(49,162) $48,649 $46,114 $155,982 Interest expense (income), net 1,763 4,269 (870) 11,759 Income tax
(benefit) expense (15,664) 17,232 17,552 59,766 Depreciation and amortization 20,497 20,275 61,092 65,153 Amortization of purchased intangible assets 12,280 11,916 37,480 35,415 EBITDA (30,286) 102,341 161,368 328,075 Stock-based compensation 8,283
6,709 23,671 16,859 Acquisition- and disposition-related expenses 1,092 6,294 8,495 11,592 Strategic initiative and financial restructuring-related expenses (61) 1,942 2,969 10,988 Equity in net (income) loss of unconsolidated affiliates (753)
(4,630) 1,639 (14,547) Gain on sale of investment in unconsolidated affiliates (11,046) — (11,046) — Impairment of assets 140,053 — 140,053 — Other reconciling items, net — — — (312) Adjusted EBITDA $107,282
$112,656 $327,149 $352,655
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 March 31, Nine Months Ended March 31, 2024 2023 2024 2023 (Loss) income before income taxes $(64,826) $65,881 $63,666 $215,748 Equity in net (income) loss of unconsolidated affiliates
(753) (4,630) 1,639 (14,547) Interest expense (income), net 1,763 4,269 (870) 11,759 Other income, net (14,913) (2,954) (18,500) (3,720) Operating (loss) income (78,729) 62,566 45,935 209,240 Depreciation and amortization 20,497 20,275 61,092 65,153
Amortization of purchased intangible assets 12,280 11,916 37,480 35,415 Stock-based compensation 8,283 6,709 23,671 16,859 Acquisition- and disposition-related expenses 1,092 6,294 8,495 11,592 Strategic initiative and financial
restructuring-related expenses (61) 1,942 2,969 10,988 Deferred compensation plan expense 3,889 2,859 7,369 3,148 Impairment of assets 140,053 — 140,053 — Other reconciling items, net (22) 95 85 260 Adjusted EBITDA $107,282 $112,656
$327,149 $352,655 SEGMENT ADJUSTED EBITDA Supply Chain Services $114,021 $117,474 $343,486 $356,978 Performance Services 27,039 24,954 79,768 87,290 Corporate (33,778) (29,772) (96,105) (91,613) Adjusted EBITDA $107,282 $112,656 $327,149
$352,655
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 March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Net (loss) income attributable to stockholders $(40,195) $46,801 $58,868 $153,563 Income tax (benefit) expense (15,664)
17,232 17,552 59,766 Amortization of purchased intangible assets 12,280 11,916 37,480 35,415 Stock-based compensation 8,283 6,709 23,671 16,859 Acquisition- and disposition-related expenses 1,092 6,294 8,495 11,592 Strategic initiative and financial
restructuring-related expenses (61) 1,942 2,969 10,988 Equity in net (income) loss of unconsolidated affiliates (753) (4,630) 1,639 (14,547) Gain on sale of investment in unconsolidated affiliates (11,046) — (11,046) — Impairment of
assets 140,053 — 140,053 — Other reconciling items, net (7,805) 3,408 (8,866) 6,622 Adjusted income before income taxes 86,184 89,672 270,815 280,258 Income tax expense on adjusted income before income taxes 24,993 23,315 78,536 72,867
Adjusted net income $61,191 $66,357 $192,279 $207,391
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) Nine Months Ended March 31, 2024 2023 Net cash provided by operating activities $190,270
$331,178 Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (74,574) (73,180) Purchases of property and equipment (67,626) (58,464) Free Cash Flow $48,070 $199,534
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 March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Net (loss) income
attributable to stockholders $(40,195) $46,801 $58,868 $153,563 Income tax (benefit) expense (15,664) 17,232 17,552 59,766 Amortization of purchased intangible assets 12,280 11,916 37,480 35,415 Stock-based compensation 8,283 6,709 23,671 16,859
Acquisition- and disposition-related expenses 1,092 6,294 8,495 11,592 Strategic initiative and financial restructuring-related expenses (61) 1,942 2,969 10,988 Equity in net (income) loss of unconsolidated affiliates (753) (4,630) 1,639 (14,547)
Gain on sale of investment in unconsolidated affiliates (11,046) — (11,046) — Impairment of assets 140,053 — 140,053 — Other reconciling items, net (7,805) 3,408 (8,866) 6,622 Adjusted income before income taxes 86,184 89,672
270,815 280,258 Income tax expense on adjusted income before income taxes 24,993 23,315 78,536 72,867 Adjusted net income $61,191 $66,357 $192,279 $207,391
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 March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Weighted average: Basic
weighted average shares outstanding 111,156 118,872 116,754 118,668 Dilutive shares 564 944 569 1,164 Weighted average shares outstanding - diluted 111,720 119,816 117,323 119,832 Basic (loss) earnings per share attributable to stockholders $(0.36)
$0.39 $0.50 $1.29 Income tax (benefit) expense (0.14) 0.14 0.15 0.50 Amortization of purchased intangible assets 0.11 0.10 0.32 0.30 Stock-based compensation 0.07 0.06 0.20 0.14 Acquisition- and disposition-related expenses 0.01 0.05 0.07 0.10
Strategic initiative and financial restructuring-related expenses — 0.02 0.03 0.09 Equity in net (income) loss of unconsolidated affiliates (0.01) (0.04) 0.01 (0.12) Gain on sale of investment in unconsolidated affiliates (0.10) — (0.09)
— Impairment of assets 1.26 — 1.20 — Other reconciling items, net (0.07) 0.03 (0.07) 0.06 Impact of corporation taxes (0.22) (0.20) (0.67) (0.61) Impact of dilutive shares — — (0.01) (0.02) Adjusted earnings per share
$0.55 $0.55 $1.64 $1.73
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