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

"I am pleased to announce that our Board of Directors has concluded its previously announced exploration of strategic alternatives," Alkire continued. "After a thorough review of options, the Board has decided to move forward with a more focused strategy predicated on automating and streamlining all aspects of the supply chain and leveraging our unique data, technologies and AI capabilities to support provider performance improvement and growth in certain adjacent markets. As a result, and to unlock value for stockholders, we previously sold our non-healthcare GPO operations and our Board has authorized the company to seek partners to potentially take ownership of some or all of Premier's holdings in our direct sourcing business, S2S Global, and our direct-to-employer business, Contigo Health. We intend to find the right partners for these businesses that can make the necessary investments to enhance their future success. Additionally, the Board considered opportunities for deploying capital resources, including accelerating returns to stockholders. Based on this review, the Board has approved a new $1.0 billion share repurchase authorization, including implementation of a $400 million accelerated share repurchase transaction."

Fiscal 2024 Guidance

Certain statements in this release, including without limitation, those in this section, are forward-looking statements. For additional information regarding the use and limitations of such statements, refer to "Cautionary Note Regarding Forward-Looking Statements" below.

Based on its financial results for the six months ended December 31, 2023, current visibility into the macro environment, and expectations for the remainder of this fiscal year, the company expects the following guidance ranges:

Completion of Strategic Review Process

Premier separately announced today that the company's Board of Directors has concluded its exploration of strategic alternatives. For additional details, see the company's announcement Premier, Inc. Completes Strategic Review Process issued on February 5, 2024.

Results of Operations for the Three Months Ended December 31, 2023
(As compared with the three months ended December 31, 2022)

GAAP net revenue of $334.7 million decreased 7% from $359.6 million in the prior-year period. Refer to "Supply Chain Services" and "Performance Services" sections below for further discussion on the factors that impacted each segment during the quarter.

GAAP net income of $52.9 million decreased 18% from $64.4 million in the prior-year period primarily due to lower net revenue and lower equity earnings in the current-year period partially offset by an increase in interest income and a decrease in income tax expense in the current-year period.

GAAP diluted EPS of $0.45 decreased 17% from $0.54 in the prior-year period due to the aforementioned drivers affecting GAAP net income as well as a decrease in the portion of net income attributable to non-controlling interests in the current-year period.

Adjusted EBITDA of $114.1 million decreased 18% from $138.9 million in the prior-year period primarily due to decreases in each segment's adjusted EBITDA. Refer to "Supply Chain Services" and "Performance Services" sections below for further discussion on the factors that impacted each segment during the quarter.

Adjusted net income of $71.9 million decreased 15% from $84.2 million in the prior-year period and adjusted EPS of $0.60 decreased 14% from $0.70 in the prior-year period primarily as a result of the same factors that impacted adjusted EBITDA as well as an increase in interest income.

Segment Results
(For the fiscal second quarter of 2024 as compared with the fiscal second quarter of 2023)

Supply Chain Services

Supply Chain Services segment net revenue of $217.9 million decreased 8% from $235.5 million in the prior-year period, primarily reflecting lower products revenue and lower net administrative fees revenue in the second quarter of fiscal 2024, as described below.

Net administrative fees revenue of $149.6 million decreased 3% from $154.4 million in the prior-year period driven by an expected increase in the aggregate blended member fee share partially offset by continued growth in member purchasing.

Products revenue of $55.8 million decreased 17% from $67.0 million in the prior-year period primarily due to continued excess market supply and members' and other customers' inventory levels which contributed to lower demand and pricing in the current-year period.

Segment adjusted EBITDA of $114.5 million decreased 9% from $126.3 million in the prior-year period primarily due to a decrease in net revenue compared to the prior-year period and an increase in expenses in support of the GPO program and supply chain co-management business partially offset by higher profit margin in the company's direct sourcing business driven by lower logistics and product costs compared to the prior-year period.

Performance Services

Performance Services segment net revenue of $117.0 million decreased 6% from $124.1 million in the prior-year period, primarily due to a decrease in revenue from enterprise license agreements in the current-year period compared with the prior-year period partially offset by growth in certain of the company's adjacent markets businesses and growth in its consulting services business.

Segment adjusted EBITDA of $31.0 million decreased 28% from $43.2 million in the prior year period mainly due to the aforementioned decrease in net revenue and incremental headcount to support growth in the company's consulting services and adjacent markets businesses.

Result of Operations for the Six Months Ended December 31, 2023
(As compared with the six months ended December 31, 2022)

GAAP net revenue of $653.5 million decreased 3% from $673.5 million in the prior-year period primarily due to decreases in products revenue and net administrative fees revenue partially offset by an increase in Performance Services segment net revenue.

GAAP net income of $95.3 million decreased 11% from $107.3 million in the prior-year period primarily due to lower net revenue, lower equity earnings and an increase in certain operating expenses, including costs associated with the sale of the company's non-healthcare GPO operations and higher performance-related compensation expenses, in the current-year period partially offset by an increase in interest income and a decrease in income tax expense in the current-year period.

GAAP diluted EPS of $0.82 decreased 8% from $0.89 in the prior-year period due to the aforementioned drivers affecting GAAP net income as well as a decrease in the portion of net income attributable to non-controlling interests in the current-year period.

Adjusted EBITDA of $219.9 million decreased 8% from $240.0 million in the prior-year period primarily due to decreases in each segment's adjusted EBITDA.

Adjusted net income of $136.8 million decreased 3% from $140.4 million in the prior-year period and adjusted EPS of $1.14 decreased 3% from $1.17 in the prior-year period primarily as a result of the same factors that impacted adjusted EBITDA as well as an increase in interest income, a decrease in the portion of net income attributable to non-controlling interests and a decrease in depreciation and amortization expense in the current-year period.

Supply Chain Services segment net revenue of $428.7 million decreased 6% from $455.2 million for the same period a year ago. Segment adjusted EBITDA of $229.5 million decreased 4% from $239.5 million for the same period a year ago.

Performance Services segment net revenue of $225.0 million increased 3% from $218.3 million for the same period a year ago. Segment adjusted EBITDA of $52.7 million decreased 15% from $62.3 million for the same period a year ago.

Cash Flows and Liquidity

Net cash provided by operating activities ("operating cash flow") for the six months ended December 31, 2023 of $35.4 million decreased from $196.7 million in the prior-year period primarily due to $138.5 million in tax payments in the current-year period related to the sale of non-healthcare GPO operations. To a lesser extent, cash was impacted by lower net revenue and was partially offset by decreases in inventory purchases and lower fiscal 2023 performance-related compensation payments during the fiscal first quarter compared to the fiscal 2022 payments in the prior-year period.

Net cash used in investing activities and net cash provided by financing activities for the six months ended December 31, 2023, were $49.1 million and $295.0 million, respectively. As of December 31, 2023, cash and cash equivalents were $371.1 million compared with $89.8 million as of June 30, 2023, and the company's five-year, $1.0 billion revolving credit facility had no outstanding balance. The increase in cash and cash equivalents was primarily due to net proceeds from the sale of the company's non-healthcare GPO operations.

Free cash flow for the six months ended December 31, 2023, an outflow of $63.3 million, decreased from an inflow of $109.6 million in the prior-year period. The decrease was primarily due to the same factors that impacted operating cash flow, including the aforementioned $138.5 million in tax payments, and an increase in purchases of property and equipment. Refer to "Premier's Use and Definition of Non-GAAP Measures" below and the supplemental financial information at the end of this release for information on the company's use of non-GAAP measures and a reconciliation of reported GAAP results to non-GAAP results.

During the first six months of fiscal 2024, the company paid aggregate dividends of $51.1 million to holders of its Class A common stock.

Conference Call and Webcast

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

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

About Premier, Inc.

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

Premier's Use and Definition of Non-GAAP Measures

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

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

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

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

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

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

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

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

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

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

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

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

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

Further information on Premier's use of non-GAAP financial measures is available in the "Our Use of Non-GAAP Financial Measures" section of Premier's Form 10-Q for the quarter ended December 31, 2023, expected to be filed with the SEC shortly after this release, and which will also be made available on Premier's website at investors.premierinc.com.

Premier's Use of Forward-Looking Non-GAAP Measures

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

Cautionary Note Regarding Forward-Looking Statements

Statements made in this release that are not statements of historical or current facts, including, but not limited to those related to our ability to advance our long-term strategies and develop innovations for and transform healthcare, our ability to find partners for our S2S Global and Contigo Health businesses and the potential benefits thereof, our ability to fund and conduct share repurchases pursuant to the share repurchase authorization and the potential benefits thereof (including the accelerated share repurchase transaction, which could be affected by volatility or disruptions in the capital markets or other factors), the payment of dividends at current levels or at all, guidance on expected future financial performance and assumptions underlying that guidance, and our expected effective income tax rate, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as "believes," "belief," "expects," "estimates," "intends," "anticipates" or "plans" to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier's beliefs and expectations as to future events and trends affecting its business and are necessarily subject to 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 filings with the SEC, including those discussed under the "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" sections of Premier's Form 10-K for the year ended June 30, 2023 and subsequent Quarterly Reports on Form 10-Q, including the Form 10-Q for the quarter ended December 31, 2023, expected to be filed with the SEC shortly after the date of this release, all of which are made available on Premier's website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.

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