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)

 

 

 

Delaware   001-36092   35-2477140

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

13034 Ballantyne Corporate Place

Charlotte, NC 28277

(Address of principal executive offices) (Zip Code)

(704) 357-0022

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02.

Results of 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

 

(d)

Exhibits

 

Exhibit No.

  

Description

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


SIGNATURE

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

 

    Premier, Inc.
    By:  

/s/ Michael J. Alkire

      Name: Michael J. Alkire
      Title: President and Chief Executive Officer
Date: May 8, 2024      

Exhibit 99.1

 

LOGO

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

 

   

Reaffirming fiscal 2024 financial guidance ranges

 

   

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:

 

   

Total net revenue of $342.6 million; growth of 6% over the prior-year period

 

   

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 company’s Contigo Health business

 

   

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, Premier’s 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

 

     Three Months Ended March 31,     Nine Months Ended March 31,  
(in thousands, except per share data)    2024     2023     % Change     2024     2023     % Change  
Net revenue:             

Supply Chain Services:

            

Net administrative fees

   $ 156,819     $ 148,441       6%     $ 455,409     $ 452,870       1%  

Software licenses, other services and support

     14,257       11,032       29%       37,954       35,963       6%  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Services and software licenses

     171,076       159,473       7%       493,363       488,833       1%  

Products

     56,590       57,212       (1%     162,956       183,066       (11%
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total Supply Chain Services      227,666       216,685       5%       656,319       671,899       (2%
Performance Services      115,003       105,556       9%       339,972       323,860       5%  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total segment net revenue

     342,669       322,241       6%       996,291       995,759       — %  

Eliminations

     (73     (9     711%       (198     (28     607%  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net revenue

   $ 342,596     $ 322,232       6%     $ 996,093     $ 995,731       — %  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (49,162   $ 48,649       (201%   $ 46,114     $ 155,982       (70%

Net (loss) income attributable to stockholders

   $ (40,195   $ 46,801       (186%   $ 58,868     $ 153,563       (62%

Diluted (loss) earnings per share attributable to stockholders

   $ (0.36   $ 0.39       (192%   $ 0.50     $ 1.28       (61%

 

1


Consolidated Financial Highlights

 

     Three Months Ended March 31,     Nine Months Ended March 31,  
(in thousands, except per share data)    2024     2023     % Change     2024     2023     % Change  
NON-GAAP FINANCIAL MEASURES*:             
Adjusted EBITDA:             

Supply Chain Services

   $ 114,021     $ 117,474       (3%   $ 343,486     $ 356,978       (4%

Performance Services

     27,039       24,954       8%       79,768       87,290       (9%
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total segment adjusted EBITDA

     141,060       142,428       (1%     423,254       444,268       (5%

Corporate

     (33,778     (29,772     (13%     (96,105     (91,613     (5%
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 107,282     $ 112,656       (5%   $ 327,149     $ 352,655       (7%
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income

   $ 61,191     $ 66,357       (8%   $ 192,279     $ 207,391       (7%
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted earnings per share (EPS)

   $ 0.55     $ 0.55       — %     $ 1.64     $ 1.73       (5%

 

*

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

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:

 

Guidance Metric

 

Fiscal 2024 Guidance Range**

(as of May 7, 2024)

Segment Net Revenue:  

Supply Chain Services

  $840 million to $880 million

Performance Services

  $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 26-28%

 

   

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

 

  **

Adjusted EBITDA, adjusted EPS and free cash flow presented in this financial guidance are forward-looking non-GAAP measures. Refer to “Premier’s Use and Definition of Non-GAAP Measures” below for information on the company’s 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 “Premier’s 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 company’s 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 company’s 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 company’s 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 company’s 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 company’s 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 company’s 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 segment’s 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 company’s 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 “Premier’s Use and Definition of Non-GAAP Measures” below and the supplemental financial information at the end of this release for information on the company’s use of non-GAAP measures and a reconciliation of reported GAAP results to non-GAAP results.

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

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

 

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

About Premier, Inc.

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

Premier’s Use and Definition of Non-GAAP Measures

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

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

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

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

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

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

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

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

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

Further information on Premier’s use of non-GAAP financial measures is available in the “Our Use of Non-GAAP Financial Measures” section of Premier’s Form 10-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 Premier’s website at investors.premierinc.com.

Premier’s 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 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 the information in 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 the date of this release, all of which are made available on Premier’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.

 

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

 

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

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

 

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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 Premier’s expertise to help manage their end-to-end supply chain operations. We recently announced Beebe Healthcare’s 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.

 

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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.

 

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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 we’ll 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. I’m 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. I’ll 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 it’s offsetting revenue, does that suggest that we’ve 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. It’s a good question, Eric. So what I’d 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.

 

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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, we’ll 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 you’re giving relative to the changes you’ve 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, it’s 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 we’ve 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, that’s what is the reason that we’re 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 you’re 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, we’ve 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.

 

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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 what’s 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 what’s 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 Mike’s 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 that’s 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 didn’t 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 we’ve 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 that’s not something that’s going away. So they’re having to figure out ways to reengineer the way they’re 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, we’ve got to continue to make the investments in technology to be labor extenders for those healthcare systems. So that’s number one.

 

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Number two, I will tell you this whole idea of proliferation of technology — we’re 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 that’s where we’re going to continue to see investments on behalf of the healthcare systems.

Anne Elizabeth Samuel - JPMorgan Chase & Co, Research Division - Analyst

That’s 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 you’re using to inform those models?

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

Yes. And I’ll ask Leigh to jump in a little bit here on maybe the data set with a couple of senses. But I will tell you, it’s 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 what’s actually working. And then they’ll join on. I think we’re kind of beginning to enter into that area, given we’ve got some incredible proof cases on what we’ve been able to do with HCC scores and some of the other areas, and there’s 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 they’ll be slower to the uptake. But that will be the opportunity that, as Craig said earlier, that as we come in and we’re 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, that’s probably the best view into that data set. It’s 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. It’s an advisory-

 

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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 you’re 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 there’s — 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. They’re looking at pulling through all of our advanced technology, where we’re — obviously, technology enabling the supply chain, the e-invoicing, the e-payables, all the work we’re doing there. So that’s sort of one pocket, and you’re 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 they’re looking at not only ways to drive enhanced reduction of supply chain, but they’re also looking at ways to standardize the way that they’re providing clinical capabilities to the healthcare systems as well. So — and then that’s bringing in all, obviously, all the technology that Leigh just talked about with all the alerting capabilities. So I’d say it’s characterized in two different ways in terms of how we’re 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 you’re 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 we’ve seen increased interest in wanting to leverage those technologies to help them with margin improvement, as Mike articulated.

 

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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 you’re 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

It’s sort of — it’s really — Craig and I’ve been talking about this basically for quarters, but you have some health systems that really do want to look at total value that’s being created, and they want to bring all of the assets that Premier brings because they’ve got huge imperatives. They’ve 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 they’re 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. They’re 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 they’re delivering the highest quality care that they can potentially deliver. So at the highest level, that’s really what’s 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, we’ll more formalize our ‘25 guidance in August with the underlying assumptions, but at a broad level, the early perspective that we’re 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. We’ve talked previously about enterprise license agreements, and so we have that, that we’ll 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.

 

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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 it’s 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 don’t 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

That’s 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 didn’t think we’d be still asking about this. But we have heard that sort of PPE demand and destocking is — has somewhat normalized. I’m 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, it’s really trending as expected. I mean, we’ve 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 we’ve 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 that’s 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 you’re 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 they’re trying to develop and build would allow it to be a more comprehensive, scalable solution in the future with additional resource capability that we’ve been able to bring to bear. That’s 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 I’d like to share on top of Craig’s. 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 that’s why it’s 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 that’s 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 Premier’s Fiscal 2024 Third Quarter Conference Call. Thank you for attending today’s presentation. You may now disconnect.

 

13

Slide 1

Fiscal 2024 Third-Quarter Earnings Conference Call /////// May 7, 2024 Exhibit 99.3


Slide 2

Forward-looking Statements and Non-GAAP Financial Measures Forward-looking statements – Statements made in this presentation and the accompanying webcast that are not statements of historical or current facts, such as those related to our ability to advance our long-term strategies 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.


Slide 3

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


Slide 4

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


Slide 5

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


Slide 6

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


Slide 7

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


Slide 8

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


Slide 9

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


Slide 10

Appendix


Slide 11

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.


Slide 12

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA Reconciliation of Operating Income to Segment Adjusted EBITDA Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income (Unaudited) (In thousands) Three Months Ended 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


Slide 13

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


Slide 14

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


Slide 15

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


Slide 16

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


Slide 17

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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Document and Entity Information
May 07, 2024
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Entity Central Index Key 0001577916
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name Premier, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-36092
Entity Tax Identification Number 35-2477140
Entity Address, Address Line One 13034 Ballantyne Corporate Place
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
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Security 12b Title Class A Common Stock, $0.01 Par Value
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Security Exchange Name NASDAQ
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