false 0001577916 0001577916 2023-08-22 2023-08-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2023
Premier, Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-36092 |
|
35-2477140 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
13034 Ballantyne Corporate Place
Charlotte, NC28277
(Address of principal executive offices, including 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 (see General Instruction A.2. below):
☐ |
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 or to be registered pursuant to Section 12(b) of the Act.
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. |
Results of Operations and Financial Condition. |
On August 22, 2023, Premier, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the three months and fiscal year ended June 30, 2023. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by this reference.
As discussed in the press release, the Company held a conference call and webcast on August 22, 2023. Supplemental slides referenced during the conference call and webcast were available on the Company’s website for viewing by call participants. A transcript of the call together with supplemental slides referenced during the conference call are attached as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K.
Item 7.01. |
Regulation FD Disclosure. |
As noted above, the Company held a conference call and webcast on August 22, 2023, to discuss the Company’s operating results for the three months and fiscal year ended June 30, 2023. A copy of the press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call, is attached as Exhibit 99.1 to this Current Report on Form 8-K. A transcript of the call together with supplemental slides referenced during the conference call are attached as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
* * * *
The information discussed under Item 2.02 and Item 7.01 above, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Premier, Inc. |
|
|
|
|
Date: August 23, 2023 |
|
|
|
By: |
|
/s/ Michael J. Alkire |
|
|
|
|
Name: |
|
Michael J. Alkire |
|
|
|
|
Title: |
|
President and Chief Executive Officer |
Exhibit 99.1
Premier, Inc. Reports Fiscal-Year 2023 Fourth-Quarter and Full-Year Results
CHARLOTTE, N.C., August 22, 2023 - Premier, Inc. (NASDAQ: PINC), a leading technology-driven healthcare improvement company, today reported financial
results for the fiscal year 2023 fourth quarter and full year ended June 30, 2023.
I would like to express my gratitude to our employees for
their hard work and ongoing commitment as we continue to serve our vital role as a trusted and embedded partner for our healthcare provider members and other customers as they navigate a very challenging market environment, said Michael J.
Alkire, Premiers President and CEO. Leveraging our unique vantage point at the intersection of providers, suppliers, employers, government agencies and other stakeholders, we continued to focus on innovating around the capabilities that
our members and other customers will need in the future as they deliver high-quality, cost-effective healthcare to the communities they serve.
Our Board of Directors and management team continue to make progress related to our ongoing evaluation of potential strategic alternatives and I am
pleased to announce that we closed on the sale of our non-healthcare GPO operations, Alkire continued. Through this transaction we were able to unlock substantial value for our stockholders by
selling a non-core asset and we plan to evaluate the highest return opportunities for deploying the proceeds, including reinvesting in the business, acquisitions that enhance the value of our business and/or
the potential to return capital to stockholders.
Consolidated Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Year Ended June 30, |
|
(in thousands, except per share data) |
|
2023 |
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
2022 |
|
|
% Change |
|
Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supply Chain Services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net administrative fees |
|
$ |
158,165 |
|
|
$ |
152,867 |
|
|
|
3 |
% |
|
$ |
611,035 |
|
|
$ |
601,128 |
|
|
|
2 |
% |
Software licenses, other services and support |
|
|
8,298 |
|
|
|
10,146 |
|
|
|
(18 |
%) |
|
|
44,261 |
|
|
|
37,312 |
|
|
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services and software licenses |
|
|
166,463 |
|
|
|
163,013 |
|
|
|
2 |
% |
|
|
655,296 |
|
|
|
638,440 |
|
|
|
3 |
% |
Products |
|
|
61,593 |
|
|
|
69,681 |
|
|
|
(12 |
%) |
|
|
244,659 |
|
|
|
393,506 |
|
|
|
(38 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Supply Chain Services |
|
|
228,056 |
|
|
|
232,694 |
|
|
|
(2 |
%) |
|
|
899,955 |
|
|
|
1,031,946 |
|
|
|
(13 |
%) |
Performance Services |
|
|
112,317 |
|
|
|
108,021 |
|
|
|
4 |
% |
|
|
436,177 |
|
|
|
400,983 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment net revenue |
|
|
340,373 |
|
|
|
340,715 |
|
|
|
|
% |
|
|
1,336,132 |
|
|
|
1,432,929 |
|
|
|
(7 |
%) |
Eliminations |
|
|
(9 |
) |
|
|
(9 |
) |
|
|
|
% |
|
|
(37 |
) |
|
|
(28 |
) |
|
|
32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
340,364 |
|
|
$ |
340,706 |
|
|
|
|
% |
|
$ |
1,336,095 |
|
|
$ |
1,432,901 |
|
|
|
(7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,905 |
|
|
$ |
30,711 |
|
|
|
(38 |
%) |
|
$ |
174,887 |
|
|
$ |
268,318 |
|
|
|
(35 |
%) |
Net income attributable to stockholders |
|
$ |
21,463 |
|
|
$ |
29,903 |
|
|
|
(28 |
%) |
|
$ |
175,026 |
|
|
$ |
265,867 |
|
|
|
(34 |
%) |
|
|
|
|
|
|
|
Diluted earnings per share attributable to stockholders |
|
$ |
0.18 |
|
|
$ |
0.25 |
|
|
|
(28 |
%) |
|
$ |
1.46 |
|
|
$ |
2.19 |
|
|
|
(33 |
%) |
1
Consolidated Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Year Ended June 30, |
|
(in thousands, except per share data) |
|
2023 |
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
2022 |
|
|
% Change |
|
|
|
|
|
|
|
|
NON-GAAP FINANCIAL MEASURES*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supply Chain Services |
|
$ |
128,203 |
|
|
$ |
119,269 |
|
|
|
7 |
% |
|
$ |
499,431 |
|
|
$ |
500,854 |
|
|
|
|
% |
Performance Services |
|
|
36,272 |
|
|
|
37,661 |
|
|
|
(4 |
%) |
|
|
123,859 |
|
|
|
126,938 |
|
|
|
(2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment adjusted EBITDA |
|
|
164,475 |
|
|
|
156,930 |
|
|
|
5 |
% |
|
|
623,290 |
|
|
|
627,792 |
|
|
|
(1 |
%) |
Corporate |
|
|
(31,894 |
) |
|
|
(34,155 |
) |
|
|
7 |
% |
|
|
(123,507 |
) |
|
|
(129,110 |
) |
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
132,581 |
|
|
$ |
122,775 |
|
|
|
8 |
% |
|
$ |
499,783 |
|
|
$ |
498,682 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
81,680 |
|
|
$ |
73,490 |
|
|
|
11 |
% |
|
$ |
299,330 |
|
|
$ |
302,738 |
|
|
|
(1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share (EPS) |
|
$ |
0.68 |
|
|
$ |
0.61 |
|
|
|
11 |
% |
|
$ |
2.50 |
|
|
$ |
2.49 |
|
|
|
|
% |
* |
Refer to the supplemental financial information at the end of this release for reconciliation of reported GAAP
results to non-GAAP results. |
Results of Operations for the Three Months Ended June 30,
2023
(As compared with the three months ended June 30, 2022)
GAAP net revenue of $340.4 million was flat compared to $340.7 million in the year-ago period. GAAP net
revenue was impacted by a decline in direct sourcing products revenue as a result of the impact of excess market supply and members and other customers inventory levels and the continued normalization of
COVID-19 pandemic-driven demand and pricing for personal protective equipment (PPE) and other related supplies partially offset by growth in net administrative fees and Performance Services segment revenue.
GAAP net income of $18.9 million decreased 38% from $30.7 million in the prior-year period primarily due to the increase in impairment of
assets as a result of the goodwill impairment in the current year period primarily attributable to Contigo Health. This decrease in net income was partially offset by lower stock-based compensation expense resulting from lower achievement of
performance share awards, lower cost of revenue in the companys direct sourcing business, primarily driven by logistics costs and reduction of inventory reserves, and the impact of the cost-savings plan enacted in the third quarter of fiscal
2023.
GAAP diluted EPS of $0.18 decreased 28% from $0.25 in the same period a year ago due to the aforementioned drivers affecting GAAP net income
quarter-over-quarter growth.
Adjusted EBITDA of $132.6 million increased 8% from $122.8 million for the same period a year ago primarily due to
an increase in Supply Chain Services adjusted EBITDA and lower corporate expenses partially offset by a decrease in Performance Services adjusted EBITDA. Refer to Supply Chain Services and Performance Services sections below for further discussion
on the factors that impacted each segment during the quarter.
Adjusted net income of $81.7 million increased 11% from $73.5 million for the
same period a year ago. Adjusted EPS of $0.68 increased 11% from $0.61 for the same period a year ago primarily as a result of the same factors that impacted adjusted EBITDA.
Segment Results
(For the fiscal fourth quarter of
2023 as compared with the fiscal fourth quarter of 2022)
Supply Chain Services
Supply Chain Services segment net revenue of $228.1 million decreased 2% from $232.7 million for the same quarter a year ago, primarily reflecting
lower products revenue that was partially offset by higher net administrative fees revenue in the fourth quarter of fiscal 2023, as described below.
2
Net administrative fees revenue of $158.2 million increased 3% from the year ago quarter driven by
growth in both Premiers acute and non-acute, or Continuum of Care, group purchasing organization (GPO) programs primarily due to recovery of member volumes and further penetration
of existing member spend. These increases were partially offset by the following factors: the continued normalization of demand and pricing across certain categories; continued regional variation in patient utilization trends affecting member
purchasing; and an increase in aggregate blended member fee share due to market dynamics, including the impact from recent consolidation of certain member health systems.
Products revenue of $61.6 million decreased 12% from $69.7 million in the year-ago period primarily due to
continued excess market supply and members and other customers inventory levels which contributed to lower demand and pricing in the current year period.
Segment adjusted EBITDA of $128.2 million increased 7% from $119.3 million in the same period a year ago primarily due to an increase in net
administrative fees revenue and lower logistics costs in the companys direct sourcing business compared to the prior year period.
Performance
Services
Performance Services segment net revenue of $112.3 million increased 4% from $108.0 million for the same quarter a year ago,
primarily due to growth in the companys consulting services and certain of its adjacent markets businesses, including revenue contributions from the companys acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively,
TRPN) in October 2022.
Segment adjusted EBITDA of $36.3 million decreased 4% from $37.7 million for the same period a year ago
mainly due to higher expenses as the company continued to invest in growth and scalability, primarily in the adjacent markets businesses.
Results of
Operations for the Year Ended June 30, 2023
(As compared with the year ended June 30, 2022)
GAAP net revenue of $1,336.1 million decreased 7% from $1,432.9 million for the same period a year ago. The decrease was primarily due to a decline
in direct sourcing products revenue, which the company expected, as a result of the impact of excess market supply and members and other customers inventory levels and the continued normalization of pandemic-driven demand and pricing for
PPE and other related supplies in fiscal 2023 as compared with the prior year. The decrease was partially offset by increases to Performance Services consulting services revenue and revenue contributions from TRPN.
GAAP net income of $174.9 million decreased 35% from $268.3 million in the same period a year ago primarily due to the following factors:
1. |
a one-time gain of $64.1 million on the FFF put right in the
prior-year period as a result of the termination and corresponding derecognition of the FFF Put Right liability in fiscal year 2022; |
2. |
a $16.5 million increase in income tax expense primarily attributable to the prior year valuation
allowance release resulting from the companys subsidiary reorganization on the fiscal-year 2022 GAAP effective tax rate; and |
3. |
a $37.9 million increase in impairment of assets as a result of a goodwill impairment in the current year
period offset by the prior year impairment of certain capitalized software assets as well as certain intangible assets; partially offset by |
4. |
a $32.5 million decrease in stock-based compensation expense as a result of lower achievement of
performance share awards. |
GAAP diluted EPS of $1.46 decreased 33% from $2.19 in the same period a year ago mainly due to the
aforementioned decrease in net income.
3
Adjusted EBITDA of $499.8 million compared to $498.7 million in the same period a year ago.
Adjusted net income of $299.3 million decreased 1% from $302.7 million for the same period a year ago. Adjusted EPS of $2.50 compared to $2.49 for
the same period a year ago. The company noted that adjusted net income and adjusted EPS reflect income tax expense at an effective rate of 26% for both fiscal 2023 and 2022.
Supply Chain Services segment net revenue of $900.0 million decreased 13% from $1,031.9 million for the same period a year ago. Segment adjusted
EBITDA of $499.4 million compared to $500.9 million for the same period a year ago.
Performance Services segment net revenue of
$436.2 million increased 9% from $401.0 million for the same period a year ago. Segment adjusted EBITDA of $123.9 million decreased 2% from $126.9 million for the same period a year ago.
Cash Flows and Liquidity
Net cash provided by operating
activities (operating cash flow) for the year ended June 30, 2023 of $444.5 million was flat compared with the prior year.
Net cash
used in investing activities and net cash used in financing activities for the year ended June 30, 2023, were $273.6 million and $167.3 million, respectively. As of June 30, 2023, cash and cash equivalents were $89.8 million
compared with $86.1 million as of June 30, 2022, and the companys five-year, $1.0 billion revolving credit facility had an outstanding balance of $215.0 million, of which the full outstanding balance was repaid in July and
August 2023.
Free cash flow for the year ended June 30, 2023 was $264.4 million compared with $260.8 million for the same period a year
ago. The increase was primarily due to a decrease in purchases of property and equipment.
During fiscal 2023, the company paid aggregate dividends of
$100.2 million to holders of its Class A common stock.
Fiscal-2024 Guidance
As previously announced and considering its ongoing strategic review, the company will not be providing fiscal-2024 guidance at this time.
Sale of Non-Healthcare GPO Operations
As previously announced, the company entered into an equity purchase agreement with OMNIA Partners, a leading
non-healthcare GPO, under which Premier will sell the contracts pursuant to which substantially all of our non-healthcare GPO members participate in our GPO program, for
an estimated purchase price of approximately $800.0 million, subject to certain adjustments, including a true-up adjustment to the purchase price to be paid within approximately eight months following the
closing date. On July 25, 2023, the transaction closed and the company subsequently received $689.2 million in cash consideration which includes $151.0 million in escrow subject to release upon certain members agreeing to consents.
Conference Call and Webcast
Premier will host a
conference call to provide additional detail around the companys performance and outlook today at 8:00 a.m. ET. The call will be webcast live from the companys website and, along with the accompanying presentation, will be available at
the following link: Premier Events. The webcast should be accessed 10 minutes prior to the conference call start time. A replay of the webcast will be available for one year following the conclusion of the live broadcast and will be
accessible on the companys website at https://investors.premierinc.com.
For those parties who do not have internet access, the conference
call may be accessed by calling one of the below telephone numbers and asking to join the Premier, Inc. call:
|
|
|
|
|
Domestic participant dial-in number (toll-free): |
|
|
(833) 953-2438 |
|
International participant dial-in number: |
|
|
(412) 317-5767 |
|
4
About Premier, Inc.
Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,350 U.S. hospitals and health systems and
approximately 300,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost.
Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients
nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premiers news and investor sites on www.premierinc.com, as well as Twitter, Facebook,
LinkedIn, YouTube, Instagram and Premiers blog for more information about the company.
Premiers Use and
Definition of Non-GAAP Measures
Premier uses EBITDA, adjusted EBITDA, segment adjusted EBITDA, adjusted net
income, adjusted earnings per share, and free cash flow to facilitate a comparison of the companys operating performance on a consistent basis from period to period and to provide measures that, when viewed in combination with its results
prepared in accordance with GAAP, allow for a more complete understanding of factors and trends affecting the companys business than GAAP measures alone. Management believes EBITDA, adjusted EBITDA and segment adjusted EBITDA assist the
companys board of directors, management and investors in comparing the companys operating performance on a consistent basis from period to period by removing the impact of the companys asset base (primarily depreciation and
amortization) and items outside the control of management (taxes), as well as other non-cash (impairment of intangible assets and purchase accounting adjustments) and
non-recurring items, from operating results. Adjusted EBITDA and segment adjusted EBITDA are supplemental financial measures used by the company and by external users of the companys financial
statements.
Management considers adjusted EBITDA an indicator of the operational strength and performance of the companys business. Adjusted EBITDA
allows management to assess performance without regard to financing methods and capital structure and without the impact of other matters that management does not consider indicative of the operating performance of the business. Segment adjusted
EBITDA is the primary earnings measure used by management to evaluate the performance of the companys business segments.
Management believes free
cash flow is an important measure because it represents the cash that the company generates after payment of tax distributions to limited partners, payments to certain former limited partners that elected to execute a Unit Exchange and Tax
Receivable Agreement (Unit Exchange Agreement) in connection with our August 2020 restructuring and purchases of property and equipment to maintain existing products and services and ongoing business operations, as well as development of new
and upgraded products and services to support future growth. Free cash flow is important because it allows the company to enhance 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.
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 and including equity in
net income of unconsolidated affiliates.
5
Segment adjusted EBITDA is defined as the segments net revenue less cost of revenue and
operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses and non-recurring or non-cash items and including equity in net income of unconsolidated affiliates. 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 impact of adjustment of redeemable limited partners capital to
redemption amount, (iv) excluding the effect of non-recurring or non-cash items, including certain strategic initiative- and financial restructuring-related
expenses, (v) assuming the exchange of all the Class B common units for shares of Class A common stock, which results in the elimination of non-controlling interest in Premier LP and
(vi) 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.
Adjusted earnings per share is Adjusted Net Income divided by diluted weighted average shares.
Free cash flow is defined as net cash provided by operating activities from continuing operations less distributions and Tax Receivable Agreement
payments to limited partners, early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 restructuring and purchases of property and equipment. Free Cash Flow
does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.
To properly and
prudently evaluate our business, readers are urged to review the reconciliation of these non-GAAP financial measures, as well as the other financial tables, included at the end of this release. Readers should
not rely on any single financial measure to evaluate the companys business. In addition, the non-GAAP financial measures used in this release are susceptible to varying calculations and may differ from,
and may therefore not be comparable to, similarly titled measures used by other companies.
Further information on Premiers use of non-GAAP financial measures is available in the Our Use of Non-GAAP Financial Measures section of Premiers Form 10-K
for the year ended June 30, 2023, filed with the Securities and Exchange Commission (SEC), as may be updated in subsequent filings with the SEC.
Premiers Use of Forward-Looking Non-GAAP Measures
The company does not meaningfully reconcile guidance for non-GAAP adjusted EBITDA and
non-GAAP adjusted earnings per share to net income attributable to stockholders or earnings per share attributable to stockholders because the company cannot provide guidance for the more significant
reconciling items between net income attributable to stockholders and adjusted EBITDA and between earnings per share attributable to stockholders and non-GAAP adjusted earnings per share without unreasonable
effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, which may include, without limitation, items included in the
supplemental financial information for reconciliation of reported GAAP results to non-GAAP results. Such items include 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.
6
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 multi-year growth strategy, the payment of dividends at current levels, or at all, and our expected effective income tax rate, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results
or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers
are urged to consider statements in the conditional or future tenses or that include terms such as believes, belief, expects, estimates, intends, anticipates or
plans to be uncertain and forward-looking. Forward-looking statements may include comments as to Premiers beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties,
many of which are outside Premiers control. More information on potential factors that could affect Premiers financial results is included from time to time in the Cautionary Note Regarding Forward-Looking Statements,
Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of Premiers periodic and current filings with the SEC, including those discussed under the Risk
Factors and Cautionary Note Regarding Forward-Looking Statements section of Premiers Form 10-K for the year ended June 30, 2023, expected to be filed with the SEC shortly after the
date of this release, and also made available on Premiers website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.
|
|
|
Investor contact: |
|
Media contact: |
|
|
Ben Krasinski |
|
Amanda Forster |
Senior Director, Investor Relations |
|
Vice President, Public Relations |
704.816.5644 |
|
202.879.8004 |
ben_krasinski@premierinc.com |
|
amanda_forster@premierinc.com |
7
Consolidated Statements of Income
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Year Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net administrative fees |
|
$ |
158,165 |
|
|
$ |
152,867 |
|
|
$ |
611,035 |
|
|
$ |
601,128 |
|
Software licenses, other services and support |
|
|
120,606 |
|
|
|
118,158 |
|
|
|
480,401 |
|
|
|
438,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services and software licenses |
|
|
278,771 |
|
|
|
271,025 |
|
|
|
1,091,436 |
|
|
|
1,039,395 |
|
Products |
|
|
61,593 |
|
|
|
69,681 |
|
|
|
244,659 |
|
|
|
393,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
|
340,364 |
|
|
|
340,706 |
|
|
|
1,336,095 |
|
|
|
1,432,901 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services and software licenses |
|
|
54,659 |
|
|
|
47,658 |
|
|
|
218,087 |
|
|
|
183,984 |
|
Products |
|
|
53,212 |
|
|
|
68,962 |
|
|
|
221,719 |
|
|
|
363,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
107,871 |
|
|
|
116,620 |
|
|
|
439,806 |
|
|
|
547,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
232,493 |
|
|
|
224,086 |
|
|
|
896,289 |
|
|
|
885,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
185,389 |
|
|
|
158,549 |
|
|
|
601,554 |
|
|
|
576,879 |
|
Research and development |
|
|
1,564 |
|
|
|
1,485 |
|
|
|
4,540 |
|
|
|
4,151 |
|
Amortization of purchased intangible assets |
|
|
12,687 |
|
|
|
11,046 |
|
|
|
48,102 |
|
|
|
43,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
199,640 |
|
|
|
171,080 |
|
|
|
654,196 |
|
|
|
624,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
32,853 |
|
|
|
53,006 |
|
|
|
242,093 |
|
|
|
260,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net income of unconsolidated affiliates |
|
|
1,521 |
|
|
|
6,340 |
|
|
|
16,068 |
|
|
|
23,505 |
|
Interest expense, net |
|
|
(2,711 |
) |
|
|
(2,677 |
) |
|
|
(14,470 |
) |
|
|
(11,142 |
) |
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,110 |
|
Other income (expense), net |
|
|
2,587 |
|
|
|
(7,470 |
) |
|
|
6,307 |
|
|
|
(9,646 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
1,397 |
|
|
|
(3,807 |
) |
|
|
7,905 |
|
|
|
66,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
34,250 |
|
|
|
49,199 |
|
|
|
249,998 |
|
|
|
326,900 |
|
Income tax expense |
|
|
15,345 |
|
|
|
18,488 |
|
|
|
75,111 |
|
|
|
58,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
18,905 |
|
|
|
30,711 |
|
|
|
174,887 |
|
|
|
268,318 |
|
Net loss (income) attributable to non-controlling
interest |
|
|
2,558 |
|
|
|
(808 |
) |
|
|
139 |
|
|
|
(2,451 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders |
|
$ |
21,463 |
|
|
$ |
29,903 |
|
|
$ |
175,026 |
|
|
$ |
265,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of GAAP Earnings per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders |
|
$ |
21,463 |
|
|
$ |
29,903 |
|
|
$ |
175,026 |
|
|
$ |
265,867 |
|
Denominator for earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
119,064 |
|
|
|
118,001 |
|
|
|
118,767 |
|
|
|
120,220 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
14 |
|
|
|
150 |
|
|
|
81 |
|
|
|
206 |
|
Restricted stock |
|
|
540 |
|
|
|
544 |
|
|
|
524 |
|
|
|
510 |
|
Performance share awards |
|
|
443 |
|
|
|
1,065 |
|
|
|
517 |
|
|
|
732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares and assumed conversions |
|
|
120,061 |
|
|
|
119,760 |
|
|
|
119,889 |
|
|
|
121,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.18 |
|
|
$ |
0.25 |
|
|
$ |
1.47 |
|
|
$ |
2.21 |
|
Diluted |
|
$ |
0.18 |
|
|
$ |
0.25 |
|
|
$ |
1.46 |
|
|
$ |
2.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Consolidated Balance Sheets
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
89,793 |
|
|
$ |
86,143 |
|
Accounts receivable (net of $2,878 and $2,043 allowance for credit losses, respectively) |
|
|
115,295 |
|
|
|
114,129 |
|
Contract assets (net of $885 and $755 allowance for credit losses, respectively) |
|
|
299,219 |
|
|
|
260,061 |
|
Inventory |
|
|
76,932 |
|
|
|
119,652 |
|
Prepaid expenses and other current assets |
|
|
60,387 |
|
|
|
65,581 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
641,626 |
|
|
|
645,566 |
|
Property and equipment (net of $662,554 and $578,644 accumulated depreciation,
respectively) |
|
|
212,308 |
|
|
|
213,379 |
|
Intangible assets (net of $265,684 and $217,582 accumulated amortization, respectively) |
|
|
430,030 |
|
|
|
356,572 |
|
Goodwill |
|
|
1,012,355 |
|
|
|
999,913 |
|
Deferred income tax assets |
|
|
653,629 |
|
|
|
725,032 |
|
Deferred compensation plan assets |
|
|
50,346 |
|
|
|
47,436 |
|
Investments in unconsolidated affiliates |
|
|
231,826 |
|
|
|
215,545 |
|
Operating lease
right-of-use assets |
|
|
29,252 |
|
|
|
39,530 |
|
Other assets |
|
|
110,115 |
|
|
|
114,154 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3,371,487 |
|
|
$ |
3,357,127 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
Accounts payable |
|
$ |
54,375 |
|
|
$ |
44,631 |
|
Accrued expenses |
|
|
47,113 |
|
|
|
40,968 |
|
Revenue share obligations |
|
|
262,288 |
|
|
|
245,395 |
|
Accrued compensation and benefits |
|
|
60,591 |
|
|
|
93,638 |
|
Deferred revenue |
|
|
24,311 |
|
|
|
30,463 |
|
Current portion of notes payable to former limited partners |
|
|
99,665 |
|
|
|
97,806 |
|
Line of credit and current portion of long-term debt |
|
|
216,546 |
|
|
|
153,053 |
|
Other current liabilities |
|
|
50,574 |
|
|
|
47,183 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
815,463 |
|
|
|
753,137 |
|
Long-term debt, less current portion |
|
|
734 |
|
|
|
2,280 |
|
Notes payable to former limited partners, less current portion |
|
|
101,523 |
|
|
|
201,188 |
|
Deferred compensation plan obligations |
|
|
50,346 |
|
|
|
47,436 |
|
Deferred consideration, less current portion |
|
|
|
|
|
|
28,702 |
|
Operating lease liabilities, less current portion |
|
|
21,864 |
|
|
|
32,960 |
|
Other liabilities |
|
|
47,202 |
|
|
|
42,574 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,037,132 |
|
|
|
1,108,277 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 125,587,858 shares
issued and 119,158,483 shares outstanding at June 30, 2023 and 124,481,610 shares issued and 118,052,235 shares outstanding at June 30, 2022 |
|
|
1,256 |
|
|
|
1,245 |
|
Treasury stock, at cost; 6,429,375 shares at both June 30, 2023 and June 30,
2022 |
|
|
(250,129 |
) |
|
|
(250,129 |
) |
Additional paid-in capital |
|
|
2,178,134 |
|
|
|
2,166,047 |
|
Retained earnings |
|
|
405,102 |
|
|
|
331,690 |
|
Accumulated other comprehensive loss |
|
|
(8 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,334,355 |
|
|
|
2,248,850 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
3,371,487 |
|
|
$ |
3,357,127 |
|
|
|
|
|
|
|
|
|
|
9
Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
174,887 |
|
|
$ |
268,318 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
133,793 |
|
|
|
129,107 |
|
Equity in net income of unconsolidated affiliates |
|
|
(16,068 |
) |
|
|
(23,505 |
) |
Deferred income taxes |
|
|
71,403 |
|
|
|
56,792 |
|
Stock-based compensation |
|
|
13,734 |
|
|
|
46,229 |
|
Impairment of assets |
|
|
56,718 |
|
|
|
18,829 |
|
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
(64,110 |
) |
Other, net |
|
|
6,501 |
|
|
|
5,803 |
|
Changes in operating assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable, inventories, prepaid expenses and other assets |
|
|
64,253 |
|
|
|
124,659 |
|
Contract assets |
|
|
(41,088 |
) |
|
|
(47,219 |
) |
Accounts payable, accrued expenses, deferred revenue, revenue share obligations and other
liabilities |
|
|
(19,590 |
) |
|
|
(70,669 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
444,543 |
|
|
$ |
444,234 |
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
$ |
(82,302 |
) |
|
$ |
(87,440 |
) |
Acquisition of businesses and equity method investments, net of cash acquired |
|
|
(187,750 |
) |
|
|
(26,000 |
) |
Investment in unconsolidated affiliates |
|
|
(2,060 |
) |
|
|
(16,000 |
) |
Other |
|
|
(1,510 |
) |
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
$ |
(273,622 |
) |
|
$ |
(139,440 |
) |
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Payments made on notes payable |
|
$ |
(100,859 |
) |
|
$ |
(99,243 |
) |
Proceeds from credit facility |
|
|
470,000 |
|
|
|
325,000 |
|
Payments on credit facility |
|
|
(405,000 |
) |
|
|
(250,000 |
) |
Cash dividends paid |
|
|
(100,233 |
) |
|
|
(96,455 |
) |
Payments on deferred consideration related to acquisition of business |
|
|
(27,927 |
) |
|
|
(28,586 |
) |
Proceeds from exercise of stock options under equity incentive plan |
|
|
6,078 |
|
|
|
37,766 |
|
Repurchase of Class A common stock (held as treasury stock) |
|
|
|
|
|
|
(250,129 |
) |
Other, net |
|
|
(9,325 |
) |
|
|
13,858 |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
$ |
(167,266 |
) |
|
$ |
(347,789 |
) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash flows |
|
|
(5 |
) |
|
|
(3 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
3,650 |
|
|
|
(42,998 |
) |
Cash and cash equivalents at beginning of year |
|
|
86,143 |
|
|
|
129,141 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
89,793 |
|
|
$ |
86,143 |
|
|
|
|
|
|
|
|
|
|
10
Supplemental Financial Information
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
(Unaudited)
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
Net cash provided by operating activities |
|
$ |
444,543 |
|
|
$ |
444,234 |
|
Purchases of property and equipment |
|
|
(82,302 |
) |
|
|
(87,440 |
) |
Early termination payments to certain former limited partners that elected to execute a Unit
Exchange Agreement (a) |
|
|
(97,806 |
) |
|
|
(95,948 |
) |
|
|
|
|
|
|
|
|
|
Free Cash Flow |
|
$ |
264,435 |
|
|
$ |
260,846 |
|
|
|
|
|
|
|
|
|
|
(a) |
Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement
in connection with Premiers August 2020 restructuring are presented in Condensed Consolidated Statements of Cash Flows under Payments made on notes payable. During the year ended June 30, 2023, the company paid
$102.7 million to members including imputed interest of $4.9 million which is included in net cash provided by operating activities. During the year ended June 30, 2022, the company paid $102.7 million to members, including
imputed interest of $6.7 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 |
|
|
Year Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net income |
|
$ |
18,905 |
|
|
$ |
30,711 |
|
|
$ |
174,887 |
|
|
$ |
268,318 |
|
Interest expense, net |
|
|
2,711 |
|
|
|
2,677 |
|
|
|
14,470 |
|
|
|
11,142 |
|
Income tax expense |
|
|
15,345 |
|
|
|
18,488 |
|
|
|
75,111 |
|
|
|
58,582 |
|
Depreciation and amortization |
|
|
20,538 |
|
|
|
22,297 |
|
|
|
85,691 |
|
|
|
85,171 |
|
Amortization of purchased intangible assets |
|
|
12,687 |
|
|
|
11,046 |
|
|
|
48,102 |
|
|
|
43,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
70,186 |
|
|
|
85,219 |
|
|
|
398,261 |
|
|
|
467,149 |
|
Stock-based compensation |
|
|
(2,504 |
) |
|
|
8,580 |
|
|
|
14,355 |
|
|
|
46,809 |
|
Acquisition- and disposition-related expenses |
|
|
5,559 |
|
|
|
1,171 |
|
|
|
17,151 |
|
|
|
11,453 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
2,843 |
|
|
|
8,691 |
|
|
|
13,831 |
|
|
|
18,005 |
|
Impairment of assets |
|
|
56,718 |
|
|
|
18,829 |
|
|
|
56,718 |
|
|
|
18,829 |
|
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,110 |
) |
Other reconciling items, net |
|
|
(221 |
) |
|
|
285 |
|
|
|
(533 |
) |
|
|
547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
132,581 |
|
|
$ |
122,775 |
|
|
$ |
499,783 |
|
|
$ |
498,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
34,250 |
|
|
$ |
49,199 |
|
|
$ |
249,998 |
|
|
$ |
326,900 |
|
Equity in net income of unconsolidated affiliates |
|
|
(1,521 |
) |
|
|
(6,340 |
) |
|
|
(16,068 |
) |
|
|
(23,505 |
) |
Interest expense, net |
|
|
2,711 |
|
|
|
2,677 |
|
|
|
14,470 |
|
|
|
11,142 |
|
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,110 |
) |
Other (income) expense, net |
|
|
(2,587 |
) |
|
|
7,470 |
|
|
|
(6,307 |
) |
|
|
9,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
32,853 |
|
|
|
53,006 |
|
|
|
242,093 |
|
|
|
260,073 |
|
Depreciation and amortization |
|
|
20,538 |
|
|
|
22,297 |
|
|
|
85,691 |
|
|
|
85,171 |
|
Amortization of purchased intangible assets |
|
|
12,687 |
|
|
|
11,046 |
|
|
|
48,102 |
|
|
|
43,936 |
|
Stock-based compensation |
|
|
(2,504 |
) |
|
|
8,580 |
|
|
|
14,355 |
|
|
|
46,809 |
|
Acquisition- and disposition-related expenses |
|
|
5,559 |
|
|
|
1,171 |
|
|
|
17,151 |
|
|
|
11,453 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
2,843 |
|
|
|
8,691 |
|
|
|
13,831 |
|
|
|
18,005 |
|
Equity in net income of unconsolidated affiliates |
|
|
1,521 |
|
|
|
6,340 |
|
|
|
16,068 |
|
|
|
23,505 |
|
Deferred compensation plan expense (income) |
|
|
2,274 |
|
|
|
(7,478 |
) |
|
|
5,422 |
|
|
|
(9,401 |
) |
Impairment of assets |
|
|
56,718 |
|
|
|
18,829 |
|
|
|
56,718 |
|
|
|
18,829 |
|
Other reconciling items, net |
|
|
92 |
|
|
|
293 |
|
|
|
352 |
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
132,581 |
|
|
$ |
122,775 |
|
|
$ |
499,783 |
|
|
$ |
498,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENT ADJUSTED EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supply Chain Services |
|
$ |
128,203 |
|
|
$ |
119,269 |
|
|
$ |
499,431 |
|
|
$ |
500,854 |
|
Performance Services |
|
|
36,272 |
|
|
|
37,661 |
|
|
|
123,859 |
|
|
|
126,938 |
|
Corporate |
|
|
(31,894 |
) |
|
|
(34,155 |
) |
|
|
(123,507 |
) |
|
|
(129,110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
132,581 |
|
|
$ |
122,775 |
|
|
$ |
499,783 |
|
|
$ |
498,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders |
|
$ |
21,463 |
|
|
$ |
29,903 |
|
|
$ |
175,026 |
|
|
$ |
265,867 |
|
Net income attributable to non-controlling
interest |
|
|
(2,558 |
) |
|
|
808 |
|
|
|
(139 |
) |
|
|
2,451 |
|
Income tax expense |
|
|
15,345 |
|
|
|
18,488 |
|
|
|
75,111 |
|
|
|
58,582 |
|
Amortization of purchased intangible assets |
|
|
12,687 |
|
|
|
11,046 |
|
|
|
48,102 |
|
|
|
43,936 |
|
Stock-based compensation |
|
|
(2,504 |
) |
|
|
8,580 |
|
|
|
14,355 |
|
|
|
46,809 |
|
Acquisition- and disposition-related expenses |
|
|
5,559 |
|
|
|
1,171 |
|
|
|
17,151 |
|
|
|
11,453 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
2,843 |
|
|
|
8,691 |
|
|
|
13,831 |
|
|
|
18,005 |
|
Impairment of assets |
|
|
56,718 |
|
|
|
18,829 |
|
|
|
56,718 |
|
|
|
18,829 |
|
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,110 |
) |
Other reconciling items, net |
|
|
825 |
|
|
|
1,795 |
|
|
|
4,345 |
|
|
|
7,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income before income taxes |
|
|
110,378 |
|
|
|
99,311 |
|
|
|
404,500 |
|
|
|
409,106 |
|
Income tax expense on adjusted income before income taxes |
|
|
28,698 |
|
|
|
25,821 |
|
|
|
105,170 |
|
|
|
106,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income |
|
$ |
81,680 |
|
|
$ |
73,490 |
|
|
$ |
299,330 |
|
|
$ |
302,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Supplemental Financial Information
Reconciliation of GAAP EPS to Adjusted EPS
(Unaudited)
(In
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Year Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net income attributable to stockholders |
|
$ |
21,463 |
|
|
$ |
29,903 |
|
|
$ |
175,026 |
|
|
$ |
265,867 |
|
Net income attributable to non-controlling
interest |
|
|
(2,558 |
) |
|
|
808 |
|
|
|
(139 |
) |
|
|
2,451 |
|
Income tax expense |
|
|
15,345 |
|
|
|
18,488 |
|
|
|
75,111 |
|
|
|
58,582 |
|
Amortization of purchased intangible assets |
|
|
12,687 |
|
|
|
11,046 |
|
|
|
48,102 |
|
|
|
43,936 |
|
Stock-based compensation |
|
|
(2,504 |
) |
|
|
8,580 |
|
|
|
14,355 |
|
|
|
46,809 |
|
Acquisition- and disposition-related expenses |
|
|
5,559 |
|
|
|
1,171 |
|
|
|
17,151 |
|
|
|
11,453 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
2,843 |
|
|
|
8,691 |
|
|
|
13,831 |
|
|
|
18,005 |
|
Impairment of assets |
|
|
56,718 |
|
|
|
18,829 |
|
|
|
56,718 |
|
|
|
18,829 |
|
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,110 |
) |
Other reconciling items, net |
|
|
825 |
|
|
|
1,795 |
|
|
|
4,345 |
|
|
|
7,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income before income taxes |
|
|
110,378 |
|
|
|
99,311 |
|
|
|
404,500 |
|
|
|
409,106 |
|
Income tax expense on adjusted income before income taxes |
|
|
28,698 |
|
|
|
25,821 |
|
|
|
105,170 |
|
|
|
106,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income |
|
$ |
81,680 |
|
|
$ |
73,490 |
|
|
$ |
299,330 |
|
|
$ |
302,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares used for basic and diluted earnings per share |
|
|
119,064 |
|
|
|
118,001 |
|
|
|
118,767 |
|
|
|
120,220 |
|
Potentially dilutive shares |
|
|
997 |
|
|
|
1,759 |
|
|
|
1,122 |
|
|
|
1,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - diluted |
|
|
120,061 |
|
|
|
119,760 |
|
|
|
119,889 |
|
|
|
121,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share attributable to stockholders |
|
$ |
0.18 |
|
|
$ |
0.25 |
|
|
$ |
1.47 |
|
|
$ |
2.21 |
|
Net income attributable to non-controlling
interest |
|
|
(0.02 |
) |
|
|
0.01 |
|
|
|
|
|
|
|
0.02 |
|
Income tax expense |
|
|
0.13 |
|
|
|
0.16 |
|
|
|
0.63 |
|
|
|
0.49 |
|
Amortization of purchased intangible assets |
|
|
0.11 |
|
|
|
0.09 |
|
|
|
0.41 |
|
|
|
0.37 |
|
Stock-based compensation |
|
|
(0.02 |
) |
|
|
0.07 |
|
|
|
0.12 |
|
|
|
0.39 |
|
Acquisition- and disposition-related expenses |
|
|
0.05 |
|
|
|
0.01 |
|
|
|
0.14 |
|
|
|
0.10 |
|
Strategic initiative and financial restructuring-related expenses |
|
|
0.02 |
|
|
|
0.07 |
|
|
|
0.12 |
|
|
|
0.15 |
|
Impairment of assets |
|
|
0.48 |
|
|
|
0.16 |
|
|
|
0.48 |
|
|
|
0.16 |
|
Gain on FFF Put and Call Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.53 |
) |
Other reconciling items, net |
|
|
0.01 |
|
|
|
0.02 |
|
|
|
0.04 |
|
|
|
0.06 |
|
Impact of corporation taxes |
|
|
(0.24 |
) |
|
|
(0.22 |
) |
|
|
(0.89 |
) |
|
|
(0.88 |
) |
Impact of dilutive shares |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EPS |
|
$ |
0.68 |
|
|
$ |
0.61 |
|
|
$ |
2.50 |
|
|
$ |
2.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Exhibit 99.2
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
C O R P O R A T E P A R T I C I P A N T S
Ben Krasinski Premier, Inc. - Senior Director, Investor Relations
Craig
Steven McKasson Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Leigh T. Anderson Premier, Inc. - President of
Performance Services
Michael J. Alkire Premier, Inc. - President, CEO & Director
C O N F E R E N C E C A L L P A R T I C I P A N T S
Albert J. William Rice Crédit Suisse AG, Research Division - Research Analyst
Allen Charles Lutz BofA Securities, Research Division - Associate
Eric R.
Percher Nephron Research LLC - Research Analyst
Eric White Coldwell Robert W. Baird & Co. Incorporated, Research Division - Senior Research
Analyst
Jessica Elizabeth Tassan Piper Sandler & Co., Research Division - VP & Senior Research Analyst
John Park Guggenheim Securities, LLC, Research Division Equity Research Associate
Kevin Caliendo UBS Investment Bank, Research Division - Equity Research Analyst of Healthcare IT and Distribution
Richard Collamer Close Canaccord Genuity Corp., Research Division - MD & Senior Analyst
P R E S E N T A T I O N
Operator
Good morning and welcome to Premiers Fiscal Fourth Quarter and Full Year Earnings 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
Thank you and welcome to Premiers Fiscal 2023 Fourth Quarter and Full Year Conference Call. Our speakers this morning are Mike Alkire,
Premiers President and CEO; and Craig McKasson, our Chief Administrative and Financial Officer. Before we get started, I want to remind everyone that our earnings release and the supplemental slides accompanying this conference call are
available in the Investors section of our website at investors.premierinc.com.
Please be advised that managements remarks today contain
certain forward-looking statements and actual results could differ materially from those discussed today. These forward-looking statements speak as of today and we undertake no obligation to update them.
Factors that might affect future results are discussed in our filings with the SEC including our Form 10-K, which
we expect to file soon. We encourage you to review these detailed safe harbor and risk factor disclosures. Also, where appropriate, we will refer to adjusted or other non-GAAP financial measures, such as free
cash flow to evaluate our business. Reconciliations of non-GAAP financial measures to GAAP financial measures are included in our earnings release, in the appendix of the supplemental slides accompanying this
presentation and in our earnings Form 8-K, which we expect to furnish to the SEC soon.
I will now turn the
call over to Mike Alkire.
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Thank you, Ben. Good morning, everyone and thank you for joining us today. Today, we will highlight our progress in our fourth quarter and fiscal year
2023 and update you on our ongoing evaluation of strategic alternatives to unlock value for our stockholders. First, I am pleased to share that our team achieved total net revenue of $1.3 billion adjusted EBITDA of $499.8 million and
$264.4 million in free cash flow that equated to 53% of adjusted EBITDA this fiscal year. These results reflect the agility and dedication of our people in an incredibly fluid health care environment. As a team, we are confident in our ability
to effectively manage costs and grow Premier through the continued execution of our strategies to deliver technology-enabled better, smarter health care.
We are pleased with the continued strength of our member network this year with a 98% GPO retention rate and the 94% technology or SaaS institutional
renewal rate, both evidence of the trusted long-term relationship we have with our members. Further, an overwhelming 99% of our C-suite members surveyed in recent months believe they are better positioned for
the future with Premier by their side. We are moving forward with intention on our recent announcement that the Board and management team are evaluating potential strategic alternatives to unlock value for our stakeholders. The recent sale of our non-health care GPO operations to OMNIA Partners for approximately $800 million in cash, demonstrates the underlying value of one of many Premier businesses that when leveraged can create significant value that
can be reinvested in high-return solutions or to return value to stockholders.
With the assistance of our outside advisers, our Board and management
team continue to evaluate other potential actions to unlock value for our stakeholders. For us, technology enabling health care isnt just nice to have and Premier continues to lead the market in
AI-enabled health care technology solutions. Im incredibly proud of the progress we have made this year and we are laser-focused on making transformative strides in the future. We are ensuring on-time payments for suppliers and unlocking working capital for providers through AI-enabling the entire purchasing to payments process with Remitra.
It isnt a matter of if but when the next pandemic may arise. So we have technology enabled the predictability of supply chain shortages with 90%
accuracy. We are doubling down on investments in domestic and nearshore manufacturing to ensure resiliency. For years, we have been AI-enabling smarter decisions in the workflow of hundreds of thousands of
clinicians and are now expanding that offering to help them realize millions of dollars of value through accurate coding and documentation. We are also completely disrupting and automating the timely and manual prior authorization process. Lastly,
our comprehensive network and vast data set are now being used upstream in the innovation process, to optimize the lengthy clinical trials process. Im incredibly pleased that in Q4, our applied sciences business signed an end-to-end clinical trial with 1 of the top 10 largest pharmaceutical companies in the world.
Before I turn it over to Craig, I want to pause and recognize the Premier team for their tireless work this year, both in terms of their disciplined
execution and their compassionate connection to our purpose. Premier employees are the boots on the ground for many of our members health care providers who serve as the heartbeat of their communities. This is especially true during natural
and human-made disasters, including wildfires and hurricanes. These individuals make themselves available 24/7 to ensure our members have the resources to respond to and serve their communities. Passion for performance and innovation are 2 of our
core values that Ive seen demonstrated this year more than ever before. The Premier team recognizes that with change comes great opportunity that makes me incredibly proud and excited for the future of our company.
I will now turn the call over to Craig McKasson for a discussion of our operational and financial performance.
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Thanks, Mike. For the fourth quarter of 2023 and as compared with the same period a year ago, our results were total net revenue of $340.4 million,
which was flat compared to the prior year. Supply Chain Services segment revenue of $228.1 million, a decrease of 2% and Performance Services segment revenue of $112.3 million, an increase of 4%.
In our Supply Chain Services segment, net administrative fees revenue increased 3% from the year ago quarter, driven by growth in both our acute and non-acute or continuum of care through purchasing programs. This was primarily due to recovery of member volumes and further penetration of existing member spend. These increases were partially impacted by the
following factors: First, the continued normalization of demand and
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
pricing across certain categories, including pharmacy, staffing and personal
protective equipment or PPE. Second, continued regional variation in patient utilization trends affecting member purchasing. And third, an increase in aggregate blended member fee share due to current market dynamics, including the impact from the
consolidation of certain member health systems.
Within both our acute and continuum of care GPO portfolios, the food category produced another
consecutive quarter of strong growth, primarily driven by increases in volume and the impact of inflation, which was partially offset by the continued normalization of demand and pricing across the other categories previously mentioned. As we look
forward, we believe that we still have a significant opportunity to continue to expand and penetrate our members spend, as we continue to broaden our GPO contract portfolio with new suppliers and product categories, drive adoption of our high
compliance purchasing programs, including SURPASS and AscenDrive, further expand into the largely untapped purchase services category of spend, leveraging technology and analytics through our conductive business, and modernize the health care supply
chain by leveraging technology and AI enablement from purchasing to payments.
In our direct sourcing business, products revenue declined from the
year ago quarter due to continued excess market supply and members and other customers inventory levels, which contributed to lower demand and pricing in the current year period. We believe member inventory levels are returning to more
normalized levels, although some members continue to work through excess supply of certain products which may persist for the next few quarters. Through the ongoing management of this business, we were able to reduce our inventory significantly
during fiscal 2023, down from the heightened levels associated with helping our members and other customers secure PPE and other critical items during the COVID-19 pandemic. In addition, our logistics costs
have generally returned to more normalized pre-pandemic levels. On the domestic manufacturing front, we are beginning to see some initial uptake in our isolation gown initiative and we are planning to launch
our exam glove initiative in the second quarter of fiscal 2024.
In our Performance Services segment, revenue increased 4% compared with last
years fourth quarter, primarily due to growth in our consulting services and our adjacent markets businesses, including clinical decision support and Contigo Health. Compared to the prior year, fiscal 2023 Performance Services revenue of
$436.2 million grew 9% year-over-year, including 22% growth in our combined adjacent markets businesses to more than $100 million in revenue. Within our adjacent markets businesses, applied sciences had another strong year with over 20%
revenue growth, reflecting the differentiation of our research-ready data set and unique ability to link health systems to industry to help expedite innovation. As we look forward, we remain excited about the future growth potential for this
business.
Our Contigo Health business also exhibited strong top line growth and expansion in fiscal 2023, creating a stable foundation for future
growth. Despite this progress, the ramp, particularly in profitability, is lagging our original expectations, as we continue to scale and stand up the program, resulting in a goodwill impairment of $54.4 million. To be clear, we remain very
excited about Contigo Health and its long-term growth prospects. In the years and months ahead, we will continue to expand our center of excellence programs with large employers and provide transparent out-of-network claims pricing management with more than 900,000 contracts across 4.1 million locations. We believe this will allow us to deliver growth in each functional area while also providing
comprehensive employee benefit management to health system payviders and other employers, all while leveraging our existing TPA capabilities.
Turning to profitability. GAAP net income was $18.9 million for the quarter. Adjusted EBITDA increased 8% from the prior year period due to an
increase in Supply Chain Services adjusted EBITDA, which was mainly due to growth in net administrative fees revenue and the benefit of lower logistics costs in our direct sourcing business compared to the prior year period. The increase in Supply
Chain Services adjusted EBITDA was partially offset by a quarter-over-quarter decline in Performance Services adjusted EBITDA. This was mainly due to higher expenses as we continue to invest in growth and scalability primarily in our adjacent
markets businesses.
Compared with the year ago quarter, adjusted net income and adjusted earnings per share each increased 11%, primarily as a
result of the same items that impacted adjusted EBITDA. From a liquidity and balance sheet perspective, cash flow from operations for full year fiscal 2023 of $444.5 million was flat compared with the prior year. This was primarily impacted by
increased net cash within our direct sourcing business, as we lowered inventory in the current fiscal year and a dividend from a minority investment. These items were offset by higher revenue share paid to members. Free cash flow for fiscal 2023 was
$264.4 million or approximately 53% of adjusted EBITDA compared with $260.8 million for the same period a year ago. The increase was primarily due to a decrease in purchases of property and equipment as we continue to carefully manage
overall capital expenditures.
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
From an income tax perspective, our effective tax rate for fiscal 2023 was 26%,
which was in the 26% to 27% range we anticipated. From a cash tax rate perspective, we continue to benefit from our August 2020 restructuring and our fiscal 2022 second quarter subsidiary reorganization. As a result and consistent with our
expectations, the cash tax rate for fiscal 2023 is estimated to be between 1% to 2%. In fiscal 2024, we expect our cash tax rate to be in the range of 1% to 5% excluding the one time impact of cash tax paid on proceeds from the sale of our non-health care GPO operations, which will be subject to a 25% tax rate. We anticipate our effective tax rate to be in a range of 26% to 28% in fiscal 2024.
Cash and cash equivalents totaled $89.8 million as of June 30, 2023, compared with $86.1 million as of June 30, 2022. We ended the
quarter with an outstanding balance of $215 million on our 5-year $1 billion revolving credit facility, of which the full outstanding balance was repaid in July and August from the approximately
$538 million in cash received upon the close of the sale of our non-health care GPO operations. We will continue to collect cash from the remaining escrow of $151 million and we expect additional
cash proceeds upon completion of a true-up in accordance with the purchase agreement later this fiscal year. With respect to the remaining cash proceeds, we currently plan to maintain this cash on our balance
sheet while we complete our evaluation of strategic alternatives. However, we plan to evaluate the highest return opportunities for eventual use of the proceeds, including reinvestments in the business, acquisitions that enhance the value of the
business and returning capital to stockholders via share repurchase.
During fiscal 2023, we paid quarterly cash dividends to stockholders totaling
$100.2 million. Recently, our Board of Directors declared a dividend of $0.21 per share payable on September 15, 2023, to stockholders of record as of September 1. As previously announced, given our Board and the management teams
ongoing evaluation of potential strategic alternatives, we are not providing our fiscal 2024 outlook or other formal guidance at this time. Nevertheless, I would like to provide some high-level perspectives on the overall business and discuss how
persistent trends we are seeing in the market will likely impact our business in fiscal 2024. In our Performance Services segment, we continue to focus on our health care provider performance improvement capabilities while also expanding our
presence in adjacent markets with life science companies, suppliers, employers and payers.
In fiscal 2024, we expect over 20% growth in our adjacent
markets businesses, which will contribute to the mid- to high single-digit revenue growth we anticipate in our Performance Services segment. As I mentioned earlier, our group purchasing business continues to
be impacted by market dynamics, including the overall state of the macro environment and the significant cost pressure that is placed on many of our health care provider members, the current and future impact from consolidation of member health
systems and an always competitive market to retain and win new business.
Overall, we expect our GPO business will continue to experience growth in
gross administrative fees with the acute side of the business growing in the low to mid-single-digit range and the continuum of care side growing in the high single-digit range prior to any impact related to
changes in member fee share. However, given the previously mentioned market dynamics, we would expect there to be an increase in member fee share during fiscal 2024, resulting in the aggregate fee share across all members in our GPO increasing from
the current low 50% range to the mid- to high 50% range.
Turning to our direct sourcing business. Given the
ongoing impact of excess market supply and certain member excess inventory levels, we expect nominal growth in products revenue in fiscal 2024. As previously discussed, we implemented a cost savings plan and had lower performance incentive
achievement in fiscal 2023 to help achieve our profitability expectations. While some of the cost savings will continue to benefit us in fiscal 2024, we do plan to invest resources in some of our higher growth areas to position the overall business
for long-term sustainable growth and value creation.
Finally, with respect to fiscal 2024 expectations, we have determined that we will no longer
include equity earnings from our minority investments in our adjusted EBITDA. This change results from the previously disclosed change in our minority investment in FFF Enterprises last quarter. As a result, we expect an additional headwind to
adjusted EBITDA in fiscal 2024, given the elimination of equity earnings that were included during fiscal 2023. As a reminder, this change will not have an impact on cash flow. Consistent with fiscal 2023, we expect to generate free cash flow of 45%
to 55% of adjusted EBITDA in fiscal 2024.
Before I conclude, I also wanted to take the opportunity to reiterate Mikes appreciation of our team
for their hard work and ongoing commitment as we continue to serve our vital role as a trusted and embedded partner for our health care provider members and other customers. Our employees
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
are our greatest asset and we will continue to focus on cultivating a
high-performing culture and driving employee engagement as we position our business for future growth.
We appreciate your time today and well
now open the call for questions.
Q U E S T I O N S A N D A N S W E R S
Operator
(Operator Instructions) The first question is from
Eric Percher of Nephron Research. Please go ahead.
Eric R. Percher - Nephron Research LLC - Research Analyst
Thank you. Maybe to start with the macro, could you give us a perspective on some of the regional volume variability youve spoken to and whether
youve seen changes and catch up in some of the geography or anything that looks like progress?
Michael J. Alkire - Premier, Inc. -
President, CEO & Director
Yes. Thanks, Eric. This is Mike. So while weve seen some improvement in utilization overall, as you just
said, it does continue to vary by geography with many of our providers not seeing a full return to the sort of the pre-pandemic level. We do have some data that, I guess, is probably a quarter or so old that
showed some low single-digit increases for our acute volumes over the prior year period. And then from a non-acute standpoint, mid-single-digit increases over the prior
year period. So we are seeing just we are seeing the growth come back. But again, its incredibly regional, places in Florida and Texas are doing obviously much better than places in the Rust Belt. And so well continue to track
that.
Eric R. Percher - Nephron Research LLC - Research Analyst
And as we think about the guidance or - not guidance but the directional commentary youve given today, how much of the decision not to have formal
guidance is, whats going on in the marketplace, difficulty predicting the market versus the limitations on not knowing where the strategic effort will land you?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes, Eric, this is Craig. Its really the latter. So as we think about the
strategic alternatives and potential changes in the complexion of the business, we are just continuing to evaluate and assess how that could impact our potential expectations. So I wanted to provide perspective but without issuing guidance. One of
the examples I would highlight is when we did announce our divestiture of the non-health care GPO operations, initially thinking there would be a pretty significant change in the way that our financial
statements would look and then subsequently, because of the uniqueness of that transaction, its not having that impact. So we really just really in discussions with the Board and the management team wanted to get through this about
alternatives review and then plan to come out with more a formalized guidance post that exercise.
Eric R. Percher - Nephron Research LLC
- Research Analyst
And last one here, just triangulating all the commentary, Craig, on cash flow. Can you guys, can you tie together a few of these
items relative to free cash flow this year, understanding the net working capital improvement may not recur in the EBITDA in the EBITDA guidance to the percentage of EBITDA, you expect expansion or contraction?
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior
VP & Treasurer
Yes. I think broadly, what I would say, when you think about the commentary I provided around 24 expectations based on
our current construction, I would say that there could likely be contraction in overall free cash flow. But again, it will continue to be in that 45% to 55% of adjusted EBITDA conversion rate.
Eric R. Percher - Nephron Research LLC - Research Analyst
Thank you.
Operator
The next question is from Richard Close of Canaccord Genuity. Please go ahead.
Richard Collamer Close - Canaccord
Genuity Corp., Research Division - MD & Senior Analyst
Yes, thanks for the questions. Craig, I was just can you talk a little bit
more about the member fee share and the increases there? And then maybe the timing of renewals from back in the restructuring previously several years ago. Just walk us through all that.
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Sure. So I think as I talked about in my prepared remarks, I mean, it does continue to be a competitive environment. Health care providers are under
tremendous pressure. When we did the restructuring back in 2020, the majority of our members entered into 5-, 6-, 7-year
contracts that did not have termination for convenience or out clauses, those remain intact. We did have, as we previously disclosed, a subset of members that either didnt agree to the restructuring at that point in time or some that actually
did maintain the ability to go to market or do renegotiations at points in time.
So as weve done those, we have seen some pressure on fee
share. In some limited circumstances, we have seen members that are actually subject to a fixed firm contract have been willing to entertain a renewal process. And so that has had pressure on fee share at some points in time. And so well
continue to evaluate. And then were also being opportunistic when it makes sense in terms of talking about longer-term extensions with members as we think about all-in relationships, bundling in
Performance Services capabilities with the GPO and things of that nature as we move forward. So all of those characteristics are what are causing our 24 fee share to likely increase from the current low 50s up to the mid- to high 50% range that I disclosed.
Richard Collamer Close - Canaccord
Genuity Corp., Research Division - MD & Senior Analyst
Okay. Thats helpful. And then with respect to the applied sciences, maybe a
little bit more detail on the clinical trial win that you highlighted and really the opportunity for growth in that adjacent market would be helpful.
Michael J. Alkire - Premier, Inc. -
President, CEO & Director
Yes. This is Mike. So let me just give a broader sort of perspective of what weve been doing in the clinical
trial space. So I think youre well aware, we have significant amounts of data. And obviously, in partnership with our health systems, were able to offer sort of this real-world evidence, kind of capability to life science organizations
as well as medical devices. I think a couple of very, very unique things about our offering. First, were able to sort of flip the funnel, if you think about it in terms of identifying patients for trials, where were using our AI
capability in looking at the unstructured data.
And we can look at inclusion and exclusion criteria before we actually select the site and the
physician investigators. So that sort of is a reverse of what actually happens today where many times a site is picked and then a physician investigator is picked, so we can sort of flip that funnel. So I think that life science and medical device
see that as something very, very interesting. As far as some interesting things weve been up to in the market, we have been doing some things from a Phase IV study standpoint, where were creating synthetic control arm. So what that
allows, is it
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
allows for us not to have the whole placebo kind of comparators. And so when
youre able to do that using data and those kinds of things, it becomes a lot more efficient and obviously, incredibly accurate given that we have the data that we have. So were really excited about those 2 disruptive opportunities in the
real-world evidence space for these trials.
Richard Collamer Close - Canaccord Genuity Corp., Research Division - MD & Senior Analyst
Okay. Thank you.
Operator
The next question is from Kevin Caliendo of UBS. Please go ahead.
Kevin Caliendo - UBS Investment Bank,
Research Division - Equity Research Analyst of Healthcare IT and Distribution
Thanks, and thanks for taking my question. The inventory level comment
is similar to what you had said last quarter. And Im just trying to, I guess, understand if youve seen any easing of the inventory levels in the channel quarter-over-quarter? You said, I think in the next few quarters, you expect it to
abate a little bit. Maybe a little more color there on what youre seeing and maybe what products are still sort of clogging up the channels or inventory levels?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Sure, Kevin. This is Craig. Ill start and then Mike can add any additional
perspective. But - so we definitely have seen improvement. We are seeing the levels come down and ordering patterns start to return. But there are some members, which was my commentary, that are continuing to hold on to a lot of excess inventory
that they purchased at points in time, the primary things being gowns, I would say, and then some glove activity that they had purchased up during the pandemic as well. But the overall theme is that were seeing it improve. Its just not
all the way out. And so we think that well continue to see it through the first half likely of fiscal 2024.
Kevin Caliendo - UBS Investment Bank,
Research Division - Equity Research Analyst of Healthcare IT and Distribution
And can you size the magnitude of this, like normal ordering patterns
for these categories versus what were seeing? Is it like a 10%, 20% impact? Is there any way to quantify it in any sort of way, shape or form to what it is now?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Really wish we could. It does vary by provider. So I dont have an overall
kind of aggregate I would provide you. I would say, generally, it is getting back - its probably to the 85% to 90% level of where it used to be, getting back to where it needs to be. But its just not all the way there yet with some of
the members that really did over procure some of that stuff at the height of the pandemic.
Kevin Caliendo - UBS Investment Bank,
Research Division - Equity Research Analyst of Healthcare IT and Distribution
Helpful. And on the fee share, can we - this increase from low to mid-50s to mid- to high 50% range, thats helpful to understand. Should we now think about the fact that all of your members, generally speaking, are, I dont say,
locked up but are you going to be partners with for at least the next couple of years through 2025 or 2026?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
I mean, broadly, I would say, yes, I think generally speaking, there could be
consolidation, which can create a situation where members have an opportunity to go to market or renegotiate. We do have a number of members that are not part of our historical restructuring that just always come up for contracts over a regular
waterfall period. So well have to evaluate those, although typically, those are already at a place that we wouldnt see the sort of changes that weve been talking about. And then obviously, well continue to recruit in the
marketplace for new members.
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
But broadly, I would say, yes, that our existing member footprint absent sort of
unique circumstances is in place through the time period that was contracted at the time of the restructuring.
Kevin Caliendo - UBS
Investment Bank, Research Division - Equity Research Analyst of Healthcare IT and Distribution
Great. Thank you so much.
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Thank you.
Operator
The next question is from Eric Coldwell of Baird. Please go ahead.
Eric White Coldwell - Robert W.
Baird & Co. Incorporated, Research Division - Senior Research Analyst
Thanks very much. I was hoping for some more discussion on the
modeling of the OMNIA transaction, several questions here. First, could you talk about the $111 million true-up adjustment to purchase price expected in 8 months? What are the puts and takes on that? How
will the and when will the $151 million escrow be released over time? And then I think there are some unique model dynamics on the balance sheet amortization of a debt treatment over 10 years and also interest expense, imputed interest expense
impacts, things like that. There just seems like we could use some more help on the modeling dynamics of this unique transaction.
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Sure, Eric. This is Craig. So the $111 million or $100-plus million or so of true-up is a function of relooking at the baseline fees as of the close date. So when we closed the transaction in August, it was based on a look
back, back a number of months. So when we get forward, we will look at the actual revenues that came in the door through the close date and then well have the multiple applied to that. And so based on our expectations and monitoring, we
believe that will be the additional proceeds that will come in at that point in time. So thats the first question.
The second question on the
escrow balance, we actually are receiving payments weekly as we go through the next couple of months. So weve already seen a couple of payments, reducing that $151 million down. So thats progressing as the conversations with members
to get their consents takes place. And feeling good about how those consents are going and the cash flow is coming in to relieve that escrow. #3, relative to the balance sheet and the debt balance, again, we - the proceeds that we received were
recorded as debt on the balance sheet. That will be relieved over the term of the 10-year channel partnership agreement that we have, as we record revenue associated with OMNIAs activity.
So each quarter, we will get the level of purchasing and administrative fee generation that comes from those members that will relieve the debt balance.
And as talked about previously, well get an incremental 30% of revenue associated with growth above the baseline at the time of the close. And then Ill have to actually - I dont have it at my fingertips, I apologize but well
be happy to follow up on the specifics around the imputed interest level. Its a low-level imputed interest given the debt on the balance sheet but I dont have those specifics at my fingertips, so
well have to follow up with that.
Eric White Coldwell - Robert W. Baird & Co. Incorporated, Research Division - Senior Research Analyst
Craig, if I might, 2 quick follow-ups. The debt, is that going to show up in the new line item? Where should we be
building in the new model line item for this debt specific item?
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
It will be a single stand-alone line item on the balance sheet.
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
Eric White Coldwell - Robert W. Baird & Co. Incorporated, Research
Division - Senior Research Analyst
Yes. And then final one. There also is the transition of the associated free cash flow to OMNIA, I believe. So
that is one of the headwinds to your free cash flow conversion rate in fiscal 24? Is it not? And if so, can you tell us what that magnitude might be in terms of thinking about modeling the free cash flow impact?
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes. To your point, that we will now have that revenue that will not have cash flow associated with it because we received that cash flow initially at the
time of the transaction.
Eric White Coldwell - Robert W. Baird & Co. Incorporated, Research Division - Senior Research Analyst
So could you tell us ballpark what that headwind is in fiscal 24, what you expect it to be?
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Ill need to follow up specifically based on - because it will depend based on the growth that OMNIA has. Ill go back well come
back to you, Eric, with the specifics on the amount.
Eric White Coldwell - Robert W. Baird & Co. Incorporated, Research Division - Senior
Research Analyst
Yes. Thank you very much.
Operator
The next question is from Allen Lutz of Bank of America. Please go ahead.
Allen Charles Lutz - BofA Securities,
Research Division - Associate
Thanks for taking the questions. One for Craig. Can you bifurcate the relative growth rates youre seeing in the
acute and the non-acute GPO programs? And you mentioned there was market growth and then there was growth from further penetration. Can you break those 2 out? Thanks.
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes. So I think as I talked about and Mike mentioned what were continuing to see in the acute part of the business is recovery at the kind of low
single-digit level year-over-year. And then non-acute is growing more at the mid- to high single-digit level and expectations that will continue into 24, low to mid-single-digit growth in acute overall gross activity and high single digit in the non-acute. In terms of market dynamics versus penetration, I dont have a specific
breakout but I would tell you that the majority of our growth comes from continuing to drive same-store growth through contract penetration.
Allen Charles Lutz - BofA Securities,
Research Division - Associate
Great. And then last one for me. On the health system consolidation, can you talk about how thats impacting the
business this year versus maybe 1, 2 or 3 years ago? Is it sort of a similar impact to the business or is it getting weaker or stronger? Thanks.
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes. What I would highlight is that in fiscal 2023, there was a very large merger
of 2 of our significant members with the Advocate Health merger. So I wouldnt say that the overall activity is changing dramatically year-to-year but I do think it
points in time, the size and the magnitude of potential
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
combinations can have a more significant impact 1 year over the other. So
well have to see as we look forward, which is why its we dont know who could be in conversations and what could happen. But the Advocate Health merger again, while both of them are Premier members and continue to be
committed to Premier and engage with us in a lot of ways, it did have implications given the economics of those 2 accounts were different historically.
Allen Charles Lutz - BofA Securities, Research Division - Associate
Thank you.
Operator
The next question is from A.J. Rice of Crédit Suisse. Please go ahead.
Albert J. William Rice - Crédit
Suisse AG, Research Division - Research Analyst
Hi everybody. Thanks for reviewing the history on the contract restructuring period. A lot of those
contracts would seem to be coming up for renewal in the 25 to 27 time frame. Obviously, our modeling doesnt necessarily go out that far. But if youre in a strategic review process and people are trying to figure out what the
long-term value of the entity is, it seems like to me, theyve got to have a view on whats going to happen in that 25 to 27 time period in terms of fee share changes or churn. I think, in the investment community, its
sort of perceived to be an open-ended question but maybe you have a better perspective. I wonder if theres any - I dont expect you to quantify at this point but do you feel like, as youre talking to people about different
opportunities under the strategic review, you can give them some parameters so they can assess what that looks like?
Michael J. Alkire - Premier, Inc. -
President, CEO & Director
Yes, just - this is Mike. Just a couple of things. And I think, A.J., you can appreciate this. Its
challenging to predict whats going to happen 2 to 4 years from now. I mean, especially as it relates to health care, especially as were coming out of a pandemic. Its just one of those things thats really tough for us to like
put our arms around. Having said that, theres a whole bunch of stuff that, we continue to say and albeit Craig talked quite a bit about the pressures on the fee share from the macro environment and the different consolidation issues and some
of those things that have then occurred.
Our focus has always been the technology-enabled supply chain, right? And so that what that means is,
we want to continue to expand really the top line revenue, that gross admin fee number. We think theres incredible opportunity in the purchase service space, in the non-acute space. We do believe our
Remitra offering is going to play a pretty significant role in terms of creating additional value for our health care systems. So and just in answer to your question, just in general, it is really hard for us given the puts and takes
to put specific numbers out 2, 3, 4, 5 years from now.
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes, this is Craig. The only thing I think I would add, A.J., is that consistent with what we have told the marketplace, the market dynamics are
challenging. There could be pressure on fee share in the future and thats something were continuing to evaluate. We have strategies to, as Mike described, to try and mitigate that as much as possible. But thats something that has
been a dynamic in the marketplace weve been consistently referencing.
Albert J. William Rice - Crédit
Suisse AG, Research Division - Research Analyst
Okay. Maybe my follow-up question. Ill take the bait on
the comment you made in the prepared remarks where you said youre leveraging AI from purchasing to payments, looking at all the opportunities, maybe, because we hear AI thrown around a lot, are there some specific things that youre using
that for today to make the business more efficient or otherwise yield economics to you?
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Yes. So a couple of different things. And Leigh is here as well and Leigh can certainly jump in with any other additional commentary. But I think
whats really unique in that space is sort of the optical character recognition stuff that were doing on the invoicing and really bringing a great deal of meaning to that. So today, lot of manual effort from a e-invoicing standpoint. We do think that we have some pretty unique algorithms sitting on our technologies that can actually automate a lot of those manual processes from a pricing accuracy standpoint, which is a
significant burden for the health care system. So thats one example. Leigh, Im not sure if you have additional thoughts.
Leigh T. Anderson - Premier, Inc. -
President of Performance Services
Ill just piggyback on what Mike said. Theres a concept called computer vision, which is a field of
artificial intelligence that enables computers and to sort of look at digital images. Its sort of like the next generation of OCR, optical character recognition that Mike was talking about. Weve been able to effectively use that
to drive invoice recognition and were trying to manage price for our members and thats really where were driving down on the artificial intelligence model for
procure-to-pay.
Michael J. Alkire - Premier, Inc. -
President, CEO & Director
Thank you, Leigh.
Albert J. William Rice - Crédit Suisse AG, Research Division - Research Analyst
Thanks a lot.
Craig Steven McKasson -
Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Thank you.
Operator
Your next question is from Jack Wallace of Guggenheim
Securities. Please go ahead.
John Park - Guggenheim Securities, LLC, Research Division Equity Research Associate
Hi, this is John Park on for Jack. I was wondering if you could comment on the competitive dynamics in the GPO market and if its changed since last
quarter and if theres any market share shift to call out?
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Yes. This is Mike. Just in general, Ill tell you, weve had a couple of nice wins over the last couple of quarters. As you know, these are very
long-term sort of propositions when youre recruiting new health systems. I feel really good about the funnel. I was actually in a couple of calls over the last couple of weeks with some new prospects. I do think our technology is a very, very
significant differentiation along the lines of what Leigh and I spoke to, in terms of driving more efficiency, getting accurate pricing and those kinds of things. I think its just all additive to our ability to continue to drive to get
the most value from our - for our health systems to get the best value price in the market.
And then obviously, I think organizations are very, very
intrigued with what were doing with our whole vertical integration strategy and looking at ways to create more resilient supply chain, looking at contract manufacturing for products here domestically, as well as offshore. So those messages are
being incredibly well received in the market and more to come as this year progresses.
John Park - Guggenheim Securities,
LLC, Research Division Equity Research Associate
Got it. And could you give us any update on the Remitra and maybe the relative pace of
adoption between health system and suppliers?
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Yes, I would say that we are back on track in terms of our areas of focus, in terms of getting the adoption. We have mentioned this in the past. Many of
our largest health systems are actually using the technology for various functions in their whole e-invoicing process. What were attempting to do is to bring all that utilization of that product to a
network, trying to uphold all these health systems together at a more broad network from an invoicing standpoint. So thats still sort of underway. As it relates to the supplier side, again, it is were continuing to work through
the whole process of creating additional value for the suppliers to participate in those networks. Weve had some success with some of the very, very large
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
multinational companies in terms of their interest in participating. But more to
come over the course of the next couple of quarters as we continue to build out that offering.
John Park - Guggenheim Securities,
LLC, Research Division Equity Research Associate
Great. And lastly, are you seeing any uptake in PPE demand this quarter or related to the
uptick in COVID cases?
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
I wouldnt say weve seen a real uptick due to COVID cases per se. But yet but as I mentioned earlier, we are seeing recovery in ordering
patterns come back on PPE broadly but I havent specifically heard it tied to actual COVID cases. Although as an example, I did hear just yesterday that in New York, some of the facilities are mandating masking and something that again, some of
those situations again, so something we need to keep an eye on.
John Park - Guggenheim Securities, LLC, Research Division Equity
Research Associate
Great. Thank you, team.
Michael J. Alkire - Premier, Inc. - President, CEO & Director
Thank you.
Operator
The next question is from Jessica Tassan of Piper Sandler. Please go ahead.
Jessica Elizabeth Tassan - Piper
Sandler & Co., Research Division - VP & Senior Research Analyst
Hi, thank you guys for taking the question. So I was wondering
within Supply Chain Services, what was the adjusted EBITDA margin profile of the direct sourcing business in FY 23? And then just would you expect that to kind of remain stable in 24 or retreat back to low single digit or breakeven in
24?
Craig Steven McKasson - Premier, Inc. - Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes. So broadly, for our direct sourcing business, again, weve typically talked about it being effectively a very low margin business on an adjusted
EBITDA basis. So it did retract a little bit from 22 when we had elevated purchasing levels due to the pandemic but did have low single-digit EBITDA margins in the fourth quarter for that business. I think as we look forward, moving forward,
we would continue to expect it to be gross margins, not EBITDA but gross margins in the high single-digit to low double-digit range and then adjusted EBITDA to continue to be in that low to mid-single-digit
range.
Jessica Elizabeth Tassan - Piper Sandler & Co., Research Division - VP & Senior Research Analyst
Got it. Thats helpful. Can you help us understand what the admin fee share back rate for the non-health care
GPO looks like, maybe on an absolute basis or even on a relative to the health care GPO?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes. What I would say broadly, not getting into specifics is that, clearly large
integrated health systems, acute providers have more leverage and scale, so we typically see higher fee share with acute care health systems than we have broadly in the non-acute market. I think that would
extend to the non-health care market where typically, its more about price and getting the savings through aggregation as opposed to having the maturity curve and the scale to actually negotiate higher
fee shares.
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
Jessica Elizabeth Tassan - Piper Sandler & Co., Research Division -
VP & Senior Research Analyst
Got it. And then just based on the incremental liability, does that imply that the non-health care GPO did about $65 million of net admin fee revenue in FY 23 versus the prior $57 million expectation?
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
We are still - in terms of the true-up, I
was talking about this earlier, that well wait to see that non-health care piece in order to actually determine what the true-up payment is. We would expect it to
be higher. Yes. I dont have a specific number to quote though, Jessica, in terms of where it came in.
Jessica Elizabeth Tassan - Piper
Sandler & Co., Research Division - VP & Senior Research Analyst
Got it. And my last question is just, is your decision to invest in
the Performance Services business, kind of motivated by your strategic conversation? Basically, just interested to know if youre making these investments because youre confident theres a strategic alternative for this business. And
then to the extent that you can share, where should those investments show up and whats the magnitude? Thank you guys, again.
Craig Steven McKasson - Premier, Inc.
- Chief Administrative Officer, CFO, Senior VP & Treasurer
Yes, thanks Jessica. This is Craig. Ill start and then Mike can add color.
So the decisions to continue to invest in the adjacent markets and the growth opportunities in Performance Services, I would not say, is tied to our strategic alternatives. It is an ongoing consistent diversification strategy that weve had for
that business to actually look for opportunities and find sweet spots where there are other profit pools or markets with life sciences, employers, payers and suppliers in the case of Remitra, where we can actually extend things that were doing
for the benefit of providers. But also provide benefit for those other stakeholders and there are growth opportunities there to actually scale those businesses to deliver greater revenue in the future.
As weve indicated, the 20-plus percent revenue growth in the adjacent markets that were experiencing
versus the more low to mid-single-digit growth in the provider landscape. And so thats the reason that were making those investments. And then in terms of the areas, the focus continues to be the
applied sciences arena. And as Mike described, the things that were doing from a real-world evidence standpoint and the ability to help change the way that portions of the clinical trials are delivered in the marketplace, clinical decision
support as we continue to look for opportunities to automate prior authorization and actually create efficiency in the system for both providers and payers through eliminating a lot of the manual effort and the clinical resource needs that actually
take a lot of time and effort in that particular space.
And then in Contigo Health, as we continue to look to do the
build-out of the national network for payviders, those are the real 3 primary areas. Remitra, as we talked about last 2 quarters ago, we sort of have reset and will continue to be balanced in the way we
think about making incremental investments in that business as it scales.
Michael J. Alkire - Premier,
Inc.President, CEO & Director
Yes, Jessica, the only other build Ill add is that we sit in a very unique space in health care,
in that weve got these very, very strong health care system partners and we love to innovate right alongside of them. We have committee structures that allow for us to understand what their business issues are and then for us to build on
capabilities and technologies and services to support them, be it to be a labor extender or to help them as they think about ways to reduce costs and standardize the way they provide services.
In that same spirit because oftentimes, as we work with many suppliers from a GPO standpoint, both medical devices and pharmaceuticals, as were in
those business line discussions, were understanding what the issues are that those organizations are dealing with as well and are able to work with them to think through, are there additional capabilities that we should be building out that
could potentially be an exciting profit pool
|
AUGUST 22, 2023 / 12:00PM, PINC.OQ - Q4 2023 Premier Inc Earnings Call |
for us to invest in? So I want to continue to drive that level of innovation just
because we sit where we sit in health care and I do think its very, very unique to Premier. But we appreciate the question. Thank you.
Operator
This concludes our question-and-answer session and Premiers Fiscal
2023 Fourth Quarter and Full Year Earnings Conference Call. Thank you for attending todays presentation. You may now disconnect.
Fiscal 2023 Fourth-Quarter and
Full-Year Earnings Conference Call /////// August 22, 2023 Exhibit 99.3
Forward-looking Statements and
Non-GAAP Financial Measures Forward-looking statements – Statements made in this presentation and the accompanying webcast that are not statements of historical or current facts, such as those related to our ability to advance our long-term
strategies, our ability to achieve multi-year compound annual growth targets for total net revenue, adjusted EBITDA and adjusted EPS, our continued ability to address the evolving healthcare and macro-economic trends in supply chain, staffing,
technology-enablement and artificial intelligence, the impact of a shift to enterprise-level analytics agreements and our ability to replace converted SaaS-based revenue from existing members, the impact of our investments in adjacent markets
businesses, our future organic growth and acquisition strategies, the impact of our subsidiary reorganization on our expected effective income tax rate, the payment of dividends at current levels, or at all, the timing and number of shares
repurchased from time to time under our share repurchase programs, and our evaluation of strategic alternatives are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections
expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to
consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “remains committed to,”
“anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier’s beliefs and expectations as to future events and trends affecting its business and are
necessarily subject to uncertainties, many of which are outside Premier’s control. More information on potential factors that could affect Premier’s financial results is included from time to time in the “Cautionary Note Regarding
Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Premier’s periodic and current filings with the SEC,
including those discussed under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” section of Premier’s Form 10-K for the year ended June 30, 2023, which will be filed soon after this
presentation. Premier’s periodic and current filings with the SEC are available on the company’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise. Non-GAAP financial measures – This presentation and accompanying webcast
includes certain “adjusted” or “non-GAAP” financial measures as defined in Regulation G under the Securities Exchange Act of 1934. Schedules are attached that reconcile the non-GAAP financial measures included in this
presentation to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States. You should carefully read Premier’s periodic and current filings with
the SEC for definitions and further explanation and disclosure regarding our use of non-GAAP financial measures and such filings should be read in conjunction with this presentation.
Overview Michael J. Alkire President
and Chief Executive Officer Financial and Operational Review Craig McKasson Chief Administrative and Chief Financial Officer
Agility and Dedication in an
Incredibly Fluid Healthcare Environment Fiscal Year 2023 results reflect dedication of team in an incredibly fluid healthcare environment Achieved total net revenue of $1.3 billion, adjusted EBITDA of $499.8 million, and $264.4 million in free cash
flow that equated to 53% of adjusted EBITDA this fiscal year. Continued strength of our member network, with a 98% GPO retention rate and a 94% technology, or SaaS Institutional, renewal rate. Overwhelming 99% of c-suite members surveyed
“better positioned for the future with Premier by their side.” Moving forward with intention on strategic alternatives Sale of our non-healthcare GPO operations to OMNIA Partners for approximately $800 million in cash. Premier businesses
can create significant value that can be reinvested in high-return solutions or to return value to stockholders. Outside advisors, our Board and Management team continue to evaluate other potential actions to unlock value for our stakeholders.
Fiscal 4Q23 Highlights:
Technology-Enabling for Better, Smarter Healthcare Progress this year on artificial intelligence and technology-enablement: Ensuring on-time payments for suppliers and unlocking working capital for providers through AI-enabling the entire purchasing
to payments process with Remitra. Technology-enabled the predictability of supply chain shortages with 90% accuracy. Expanding clinical decision support offering to help members realize millions of dollars of value through accurate coding and
documentation. Disrupting and automating the timely and manual prior authorization process. Signed an end-to-end clinical trial with one of the top 10 largest pharmaceutical companies in the world.
Fiscal 4Q23 financial highlights
Adjusted EBITDA* increased 8% to $132.6 million Performance Services segment net revenue increased 4% to $112.3 million, primarily driven by growth in consulting services and certain of the company’s adjacent markets businesses GAAP net income
of $18.9 million; $0.18 per fully diluted share Adjusted net income* and adjusted EPS* each increased 11% to $81.7 million and $0.68, respectively Supply Chain Services segment net revenue of $228.1 million decreased 2% Net administrative fee
revenue increased 3% Direct sourcing products revenue decreased 12% *Refer to Appendix for adjusted EBITDA, adjusted net income, adjusted earnings per share reconciliations to GAAP equivalents. (Compared with fiscal 4Q22) Total net revenue of $340.4
million was flat primarily due to the impact of excess market supply on direct sourcing products revenue offset by growth in net administrative fees and Performance Services revenue
Strong financial position with
flexible balance sheet Cash flow from operations of $444.5 million Free cash flow* of $264.4 million Cash and cash equivalents of $89.8 million Outstanding borrowings of $215.0 million on $1.0 billion, five-year unsecured, revolving credit facility
at June 30, 2023; repaid full outstanding balance in July and August 2023 *See free cash flow reconciliation to GAAP equivalent in Appendix. (As of and for the year ended June 30, 2023) Paid quarterly dividends to stockholders totaling $100.2
million in fiscal 2023
Remain focused on executing
longer-term strategy Stable and resilient business Well-positioned through combination of deep member relationships and comprehensive and scalable technology platform powered by vast healthcare data to deliver meaningful solutions to members and
market Generate significant cash flows with flexible balance sheet and strong financial position Focused on executing longer-term strategy to create value for stakeholders
Appendix
Use of Forward-looking Non-GAAP
Financial Measures The company does not meaningfully reconcile guidance for non-GAAP adjusted EBITDA and non-GAAP adjusted earnings per share to net income attributable to stockholders or earnings per share attributable to stockholders because the
company cannot provide guidance for the more significant reconciling items between net income attributable to stockholders and adjusted EBITDA and between earnings per share attributable to stockholders and non-GAAP adjusted earnings per share
without unreasonable effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, which may include, without limitation, items included in the supplemental financial
information for reconciliation of reported GAAP results to non-GAAP results. Such items include strategic- and acquisition-related expenses for professional fees; mark to market adjustments for put options and contingent liabilities; gains and
losses on stock-based performance shares; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the
company believes to be non-indicative of its ongoing operations. Such adjustments may be affected by changes in ongoing assumptions, judgements, as well as nonrecurring, unusual or unanticipated charges, expenses or gains/losses or other items that
may not directly correlate to the underlying performance of our business operations. The exact amount of these adjustments is not currently determinable but may be significant.
Fiscal 2023 and 2022 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 June 30, Year Ended June 30, 2023 2022 2023 2022 Net income $18,905 $30,711 $174,887 $268,318 Interest expense, net 2,711 2,677 14,470 11,142 Income tax expense 15,345 18,488 75,111
58,582 Depreciation and amortization 20,538 22,297 85,691 85,171 Amortization of purchased intangible assets 12,687 11,046 48,102 43,936 EBITDA 70,186 85,219 398,261 467,149 Stock-based compensation (2,504) 8,580 14,355 46,809 Acquisition- and
disposition-related expenses 5,559 1,171 17,151 11,453 Strategic initiative and financial restructuring-related expenses 2,843 8,691 13,831 18,005 Impairment of assets 56,718 18,829 56,718 18,829 Gain on FFF Put and Call Rights — —
— (64,110) Other reconciling items, net (221) 285 (533) 547 Adjusted EBITDA $132,581 $122,775 $499,783 $498,682
Fiscal 2023 and 2022 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 June 30, Year Ended June 30, 2023 2022 2023 2022 Income before income taxes $34,250 $49,199 $249,998 $326,900 Equity in net income of unconsolidated affiliates (1,521) (6,340)
(16,068) (23,505) Interest expense, net 2,711 2,677 14,470 11,142 Gain on FFF Put and Call Rights — — — (64,110) Other (income) expense, net (2,587) 7,470 (6,307) 9,646 Operating income 32,853 53,006 242,093 260,073 Depreciation
and amortization 20,538 22,297 85,691 85,171 Amortization of purchased intangible assets 12,687 11,046 48,102 43,936 Stock-based compensation (2,504) 8,580 14,355 46,809 Acquisition- and disposition-related expenses 5,559 1,171 17,151 11,453
Strategic initiative and financial restructuring-related expenses 2,843 8,691 13,831 18,005 Equity in net income of unconsolidated affiliates 1,521 6,340 16,068 23,505 Deferred compensation plan expense (income) 2,274 (7,478) 5,422 (9,401)
Impairment of assets 56,718 18,829 56,718 18,829 Other reconciling items, net 92 293 352 302 Adjusted EBITDA $132,581 $122,775 $499,783 $498,682 Segment Adjusted EBITDA Supply Chain Services $128,203 $119,269 $499,431 $500,854 Performance Services
36,272 37,661 123,859 126,938 Corporate (31,894) (34,155) (123,507) (129,110) Adjusted EBITDA $132,581 $122,775 $499,783 $498,682
Fiscal 2023 and 2022 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 June 30, Year Ended June 30, 2023 2022 2023 2022 Net income attributable to stockholders $21,463 $29,903 $175,026 $265,867 Net (loss) income attributable to non-controlling interest
(2,558) 808 (139) 2,451 Income tax expense 15,345 18,488 75,111 58,582 Amortization of purchased intangible assets 12,687 11,046 48,102 43,936 Stock-based compensation (2,504) 8,580 14,355 46,809 Acquisition- and disposition-related expenses 5,559
1,171 17,151 11,453 Strategic initiative and financial restructuring-related expenses 2,843 8,691 13,831 18,005 Impairment of assets 56,718 18,829 56,718 18,829 Gain on FFF Put and Call Rights — — — (64,110) Other reconciling
items, net 825 1,795 4,345 7,284 Adjusted income before income taxes 110,378 99,311 404,500 409,106 Income tax expense on adjusted income before income taxes 28,698 25,821 105,170 106,368 Adjusted Net Income $81,680 $73,490 $299,330
$302,738
Fiscal 2023 and 2022 Non-GAAP
Reconciliations Supplemental Financial Information Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited) (In thousands) Year Ended June 30, 2023 2022 Net cash provided by operating activities $444,543 $444,234
Purchases of property and equipment (82,302) (87,440) Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (97,806) (95,948) Free Cash Flow $264,435 $260,846
Fiscal 2023 and 2022 Non-GAAP
Reconciliations Supplemental Financial Information Reconciliation of GAAP EPS to Adjusted EPS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Year Ended June 30, 2023 2022 2023 2022 Net income attributable to
stockholders $21,463 $29,903 $175,026 $265,867 Net (loss) income attributable to non-controlling interest (2,558) 808 (139) 2,451 Income tax expense 15,345 18,488 75,111 58,582 Amortization of purchased intangible assets 12,687 11,046 48,102 43,936
Stock-based compensation (2,504) 8,580 14,355 46,809 Acquisition- and disposition-related expenses 5,559 1,171 17,151 11,453 Strategic initiative and financial restructuring-related expenses 2,843 8,691 13,831 18,005 Impairment of assets 56,718
18,829 56,718 18,829 Gain on FFF Put and Call Rights — — — (64,110) Other reconciling items, net 825 1,795 4,345 7,284 Adjusted income before income taxes 110,378 99,311 404,500 409,106 Income tax expense on adjusted income before
income taxes 28,698 25,821 105,170 106,368 Adjusted Net Income $81,680 $73,490 $299,330 $302,738
Fiscal 2023 and 2022 Non-GAAP
Reconciliations Supplemental Financial Information Reconciliation of GAAP EPS to Adjusted EPS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Year Ended June 30, 2023 2022 2023 2022 Weighted average: Common shares used
for basic and diluted earnings per share 119,064 118,001 118,767 120,220 Potentially dilutive shares 997 1,759 1,122 1,448 Weighted average shares outstanding - diluted 120,061 119,760 119,889 121,668 Basic earnings per share attributable to
stockholders $0.18 $0.25 $1.47 $2.21 Net (loss) income attributable to non-controlling interest (0.02) 0.01 — 0.02 Income tax expense 0.13 0.16 0.63 0.49 Amortization of purchased intangible assets 0.11 0.09 0.41 0.37 Stock-based compensation
(0.02) 0.07 0.12 0.39 Acquisition- and disposition-related expenses 0.05 0.01 0.14 0.10 Strategic initiative and financial restructuring-related expenses 0.02 0.07 0.12 0.15 Impairment of assets 0.48 0.16 0.48 0.16 Gain on FFF Put and Call Rights
— — — (0.53) Other reconciling items, net 0.01 0.02 0.04 0.06 Impact of corporation taxes (0.24) (0.22) (0.89) (0.88) Impact of dilutive shares (0.02) (0.01) (0.02) (0.05) Adjusted EPS $0.68 $0.61 $2.50 $2.49
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Premier (NASDAQ:PINC)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Premier (NASDAQ:PINC)
Gráfica de Acción Histórica
De May 2023 a May 2024