false 0001577916 0001577916 2025-01-14 2025-01-14

 

 

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): January 14, 2025

 

 

Premier, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36092   35-2477140

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

13034 Ballantyne Corporate Place

Charlotte, NC 28277

(Address of principal executive offices) (Zip Code)

(704) 357-0022

(Registrant’s telephone number, including area code)

Not Applicable

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

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

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

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

Emerging growth company 

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

 

 

 


Item 7.01.

Regulation FD Disclosure

Premier, Inc. (the “Company”) is scheduled to present at the J.P. Morgan Healthcare Conference in San Francisco, California on Tuesday, January 14, 2025, at 10:30 a.m. PST (1:30 p.m. EST). The presentation and subsequent question and answer session will be audio webcast live through the Company’s investor relations website page at www.investors.premierinc.com under Events and Presentations, where presentation slides also will be made available. A webcast replay will be archived on the Company’s website for approximately 30 days.

Pursuant to Regulation FD, the Company hereby furnishes the presentation materials attached as Exhibit 99.1 to this report, which information is incorporated into this Item 7.01 by this reference. A related press release announcing the Company’s participation in the conference is also attached as Exhibit 99.2 to this report, which information is incorporated into this Item 7.01 by this reference.

The information in this report under this Item 7.01, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing. The furnishing of this report is not intended to constitute a determination or admission by the registrant that the information is material or that the dissemination of the information is required by Regulation FD.

 

Item 8.01.

Other Events

In January 2025, the Company completed execution of the additional $200 million of repurchases of its Class A Common Stock (the “Common Stock”) that it announced in August 2024. The repurchases were made under a $1.0 billion share repurchase authorization approved by the Company’s Board of Directors in February 2024 (the “Share Repurchase Authorization”). The Company had previously announced the completion of a $400 million accelerated share repurchase program under the Share Repurchase Authorization. Accordingly, the Company has repurchased a total of $600 million of its Common Stock under the Share Repurchase Authorization. There can be no assurances regarding the timing or amount of any additional Common Stock share repurchases under the remaining Share Repurchase Authorization. The Share Repurchase Authorization may be suspended, delayed or discontinued at any time at the discretion of the Company’s Board of Directors.

 

Item 9.01.

Financial Statements and Exhibits

(d)  Exhibits

 

Exhibit
No.

  

Description

99.1    Premier, Inc. Presentation Materials, dated January 14, 2025
99.2    Press Release of Premier, Inc. dated January 7, 2025
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


SIGNATURE

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

 

    Premier, Inc.
    By:  

/s/ Michael J. Alkire

    Name:   Michael J. Alkire
    Title:   President and Chief Executive Officer
Date: January 14, 2025      

LOGO

Exhibit 99.1
43rd Annual J.P. Morgan Healthcare Conference
January 14, 2025
Presented by:
Michael J. Alkire
Glenn Coleman
President and CEO
Chief Administrative and Financial Officer


LOGO

Forward-looking Statements
Forward-looking statements – Statements made in this presentation and the accompanying webcast that are not statements of historical or current facts, such as those related to our ability to advance our long-term strategies and develop innovations for, transform and improve healthcare, our ability to find a partner for our Contigo Health business and the potential benefits thereof, our ability to fund and conduct share repurchases pursuant to the outstanding share repurchase authorization and the potential benefits thereof, the payment of dividends at current levels or at all, guidance on expected future financial performance and assumptions underlying that guidance, and our expected effective income tax rate are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “remains committed to,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to risks and uncertainties, many of which are outside Premier’s control. More information on risks and uncertainties that could affect Premier’s business, achievements, performance, financial condition, and financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Premier’s periodic and current filings with the SEC, including the information in those sections of Premier’s Form 10-K for the year ended June 30, 2024 as well as the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Premier’s periodic and current filings with the SEC are made available on the company’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.
Non-GAAP financial measures – This presentation and accompanying webcast include certain “adjusted” and other “non-GAAP” financial measures, including free cash flow, as defined in the SEC’s Regulation G. These measures are not in accordance with, or an alternative to, GAAP. This presentation and the Appendix to this presentation include schedules that reconcile the historical non-GAAP financial measures included in this presentation to the most directly comparable GAAP financial measures. You should carefully read Premier’s latest earnings release and Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, for definitions of Premier’s non-GAAP financial measures and further explanation and disclosure regarding Premier’s use of non-GAAP financial measures, and such information should be read in conjunction with this presentation. These materials are made available on the company’s website at investors.premierinc.com.
2025. ALL RIGHTS RESERVED. | PREMIER INC. | 2


LOGO

Premier’s Newest Leaders
We believe we have the right team in place to drive future growth.
Glenn Coleman
Chief Administrative and Financial Officer
David Zito
President of Performance Services
2025. ALL RIGHTS RESERVED. | PREMIER INC. | 3


LOGO

Premier, Inc. Snapshot (NASDAQ: PINC) Key Statistics 1996 Founded Charlotte, NC Headquarters 2013 IPO ~2,900[1] Employees Over 4,350[1] Hospital Members Over $1.3B[2] Net Revenue Business Segments Supply Chain Services ~$885M[3] Net Revenue Group Purchasing - Acute Supply Chain Co-Management Group Purchasing - Continuum of Care Digital Supply Chain Performance Services ~$460M[4] Net Revenue PINC AI Core Tech and Services PINC AI Decision Support PINC AI Applied Sciences Leading Technology-Driven Healthcare Improvement Company Enabling Better, Smarter, Faster Care [1] As of June 30, 2024 [2] Consolidated figure for fiscal 2024. See slide 11 for non-GAAP figure excluding S2S Global and Contigo Health. [3] Supply Chain Services segment net revenue for fiscal 2024. See slide 11 for a figure that excludes S2S Global and includes Remitra. [4] Performance Services segment net revenue for fiscal 2024. See slide 11 for a figure that excludes Contigo Health and Remitra.
2025. ALL RIGHTS RESERVED. | PREMIER INC. | 4


LOGO

Premier enables Better, Smarter, Faster Healthcare for its Member Health Systems Better Care 11% Lower Inpatient Mortality Observed Per Encounter 7% Lower Inpatient Mortality Observed Per Encounter *For major teaching hospitals Smarter Savings 6% Better Operating Margins 10% Lower Supply Costs Faster Innovation 20% More Revenue in Value-Based Care Programs (MSSP) Premier Members, On Average, Perform Better Than Non-Premier Members *Based on 2024 data for hospitals in Premier’s 100 Top Hospitals® program. 2025. ALL RIGHTS RESERVED. | PREMIER INC. | 5


LOGO

5 Emerging Trends Impacting Healthcare in 2025 Navigating Commercial Payer Reimbursement Confronting the Ongoing Labor Crisis The Evolution of Robots in Healthcare The Path to Greater Supply Chain Resiliency Unlocking the Power of Advanced Technologies Premier is Well Positioned to Help Our Customers Succeed 2025. ALL RIGHTS RESERVED. | PREMIER INC. | 6


LOGO

Growth Strategy Grow and Deepen Relationships Further penetrate member purchasing spend; only capture ~60% in the acute GPO and even less in the non-acute GPO Cross-sell opportunity; only ~1/3 of members utilize both business segments Strengthen and Build Capabilities Enhance technology with automation and AI capabilities Long runway to continue to grow profitable technology and consulting businesses Create and Deliver Innovative Solutions Innovate with members to develop products and services that address market problems (e.g., launched Premier SmartPOTM, a digital purchasing platform for non-acute providers) Expand Into Adjacent Markets Life sciences with research and clinical trials Payers with electronic prior authorization Manufacturers through e-invoicing and e-payables capabilities Multiple Levers to Drive Future Growth of Our Business 2025. ALL RIGHTS RESERVED. | PREMIER INC. | 7


LOGO

Creating Value for Stockholders Unique Market Positioning Established industry leader in critical and growing markets Long-standing strategic and collaborative customer relationships Leveraging comprehensive and scalable technology and services platform Opportunity to cross-sell between business segments Long Runway for Profitable Growth Ability to further penetrate member purchasing in the GPO business Continued expansion into adjacent customer bases Attractive margin profile Potentially significant value in certain non-core assets and minority investments Disciplined Capital Allocation Unlevered balance sheet Strong and predictable cash flows; $100 million annual ‘tax payment’ goes away in FY26 Repurchased $600 million of Class A common shares under $1 billion share repurchase authorization[1] Dividend yield of ~4% is in the top quartile of companies in the Russell 1000 index [2] Well-Positioned for Future Growth and Above Market Returns [1] Amount of Class A common shares repurchased in 2024 and 2025 year-to-date. [2] Premier’s dividend yield is based on the aggregate dividends paid per share during the twelve months ended December 31, 2024, divided by the stock’s closing price on December 31, 2024. Dividend yield for the market indices is based on market data for the twelve months ended December 31, 2024. 2025. ALL RIGHTS RESERVED. | PREMIER INC. | 8


LOGO

Appendix


LOGO

Fiscal 2024 and 2023 Non-GAAP Reconciliations Supplemental Financial Information Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA Reconciliation of Operating Income to Segment Adjusted EBITDA Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income (Unaudited) (In thousands)
Three Months Ended June 30, Year Ended June 30, 2024 2023 2024 2023 Net income $60,605 $18,905 $106,719 $174,887 Interest (income) expense, net (411) 2,711 (1,281) 14,470 Income tax expense 25,519 15,345 43,071 75,111 Depreciation and amortization 20,636 20,538 81,728 85,691 Amortization of purchased intangible assets 9,794 12,687 47,274 48,102 EBITDA 116,143 70,186 277,511 398,261 Stock-based compensation 205 (2,504) 23,876 14,355 Acquisition- and disposition-related expenses 4,117 5,559 12,612 17,151 Strategic initiative and financial restructuring-related expenses (119) 2,843 2,850 13,831 Equity in net (income) loss of unconsolidated affiliates (1,344) (1,521) 295 (16,068) Gain on sale of investment in unconsolidated affiliates — (11,046) Impairment of assets 56,718 140,053 56,718 Other reconciling items, net (309) (221) (309) (533) Adjusted EBITDA $118,693 $131,060 $445,842 $483,715 Less: New Fiscal 2025 Adjustments (a) (49,379) Adjusted EBITDA After New Fiscal 2025 Adjustments $396,463
a. Adjustments represent the exclusion of Contigo Health, S2S Global and the impact of the OMNIA transaction including associated revenues sold, imputed interest expense and cash taxes paid on proceeds received. 2025. ALL RIGHTS RESERVED. PREMIER INC. 10


LOGO

Fiscal 2024 Walk to Align to New Fiscal 2025 Adjusted Non-GAAP Presentations
Supplemental Financial Information
Fiscal 2024 Walk to Align to New Fiscal 2025 Adjusted Non-GAAP Presentations (Unaudited) (In thousands)
Supply Chain Services Year Ended June 30, 2024 Performance Services Year Ended June 30, 2024 Total Premier, Inc. Year Ended June 30, 2024 Net Revenue (a) $886,303 Net Revenue (a) $460,329 Net Revenue $1,346,361 Less: S2S (210,352) Less: Contigo Health (39,846) Less: Contigo Health (39,846) Add: Remitra (c) 13,689 Less: Remitra (c) (13,689) Less: S2S (210,352) Net Revenue Excluding S2S Net Revenue Excluding Contigo Net Revenue Excluding Contigo Global and Including Remitra (a) $689,640 Health and Remitra (a) $406,794 Health and S2S Global $1,096,163 Adjusted EBITDA $445,842 Less: Adjustments (b) (49,379) Adjusted EBITDA After New Fiscal 2025 Adjustments $396,463
a. Includes intersegment revenue that is eliminated in consolidation. b. Adjustments represent the exclusion of Contigo Health, S2S Global and the impact of the OMNIA transaction including associated revenues sold, imputed interest expense and cash taxes paid on proceeds received. c. Reflects new reporting of Remitra as part of Supply Chain Services segment beginning in fiscal year 2025.
Note: The Net Revenue measures excluding S2S Global and/or Contigo Health and including/excluding Remitra presented above, as well as the Adjusted EBITDA and Adjusted EBITDA After New Fiscal 2025 Adjustments presented above, are non-GAAP financial measures. Refer to slide 10 for a reconciliation of Adjusted EBITDA and Adjusted EBITDA After New Fiscal 2025 Adjustments to the corresponding GAAP measures.
2025. ALL RIGHTS RESERVED. | PREMIER INC. | 11

Exhibit 99.2

 

LOGO

Premier, Inc. to Participate in J.P. Morgan Healthcare

Conference on January 14, 2025

CHARLOTTE, NC, Jan. 7, 2025 – Premier, Inc. (NASDAQ: PINC), a leading technology-driven healthcare improvement company, today announced that members of its management team will participate in the J.P. Morgan Healthcare Conference on Tuesday, Jan. 14, 2025. The company’s formal presentation will begin at 10:30 a.m. PST (1:30 p.m. EST) and will include a question-and-answer session with the host analyst immediately following the conclusion of its presentation.

A link to the live audio webcast, as well as a replay of this event, will be available in the Investors section of the company’s website at https://investors.premierinc.com/overview/default.aspx under Events and Presentations.

About Premier, Inc.

Premier, Inc. (NASDAQ: PINC) is a leading technology-driven healthcare improvement company, providing solutions to two-thirds of all healthcare providers in the U.S. Playing a critical role in the rapidly evolving healthcare industry, Premier unites providers, suppliers, payers and policymakers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. Headquartered in Charlotte, N.C., Premier offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of our mission to improve the health of communities. Please visit Premier’s news and investor sites on www.premierinc.com, as well as X, Facebook, LinkedIn, YouTube, Instagram and Premier’s blog for more information about the company.

Contacts:

 

Investor contact:    Media contact:
Ben Krasinski    Amanda Forster
Senior Director, Investor Relations    Vice President, Integrated Communications
704.816.5644    202.879.8004
ben_krasinski@premierinc.com    amanda_forster@premierinc.com
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Entity Incorporation State Country Code DE
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