- Total net revenue of $240.3 million (Total net revenue
excluding Contigo Health* of $232.2 million)
- GAAP net loss from continuing operations of $45.8 million,
or $(0.60) per fully diluted share, which includes a $126.8 million
impairment charge to goodwill related to the company's data and
technology business in the Performance Services segment
- Adjusted earnings per share excluding Contigo Health* of
$0.27
- Net cash provided by operating activities from continuing
operations of $193.7 million and free cash flow* of $73.9 million
for the first six months of fiscal 2025
- Reaffirming guidance midpoints for total net revenue
excluding Contigo Health and adjusted EBITDA; increasing the
midpoint of adjusted earnings per share guidance by $0.08
[1][2]
Premier, Inc. (NASDAQ: PINC), a leading technology-driven
healthcare improvement company, today reported financial results
for the fiscal-year 2025 second quarter ended December 31,
2024.
On October 1, 2024, the company announced that it had divested
the S2S Global direct sourcing business. As such, and unless stated
otherwise, all results presented in the following release reflect
those of continuing operations. In addition, as certain components
of the divestiture process for the Contigo Health business remain
ongoing, results presented in this release will continue to include
contributions from that business. As such, a table has been
included at the end of this release that reconciles the impact of
the Contigo Health business on certain financial measures in the
quarter.
"Our overall revenue and profitability for the first half of
fiscal 2025 were in line with our expectations resulting from
better than expected results in our Supply Chain Services segment,"
said Michael J. Alkire, Premier's President and CEO. "Importantly,
we are reaffirming the midpoints of our consolidated fiscal 2025
revenue and adjusted EBITDA guidance, despite challenges in our
Performance Services segment. We are also increasing our adjusted
earnings per share guidance to reflect the favorable impact of the
additional $200 million share repurchase completed in early
January, consistent with our commitment to returning capital to
stockholders."
Consolidated Financial Highlights of
Continuing Operations
Three Months Ended December
31,
Six Months Ended December
31,
(in thousands, except per share data)
2024
2023
% Change
2024
2023
% Change
Net revenue:
Supply Chain Services:
Net administrative fees
$
131,417
$
150,470
(13
%)
$
264,042
$
300,356
(12
%)
Software licenses, other services, and
support
17,329
15,752
10
%
36,092
29,142
24
%
Total Supply Chain Services
148,746
166,222
(11
%)
300,134
329,498
(9
%)
Performance Services
91,520
113,649
(19
%)
188,274
219,399
(14
%)
Performance Services excluding Contigo
Health
83,475
103,022
(19
%)
172,583
198,615
(13
%)
Net revenue
$
240,266
$
279,871
(14
%)
$
488,408
$
548,897
(11
%)
Net revenue excluding Contigo
Health*
$
232,221
$
269,244
(14
%)
$
472,717
$
528,113
(10
%)
Net (loss) income from continuing
operations
$
(45,837
)
$
50,448
(191
%)
$
27,103
$
92,217
(71
%)
Net (loss) income from continuing
operations attributable to stockholders
$
(56,629
)
$
51,884
(209
%)
$
15,759
$
96,004
(84
%)
Diluted (loss) earnings per share from
continuing operations attributable to stockholders
$
(0.60
)
$
0.43
(240
%)
$
0.16
$
0.80
(80
%)
Consolidated Non-GAAP Financial
Highlights of Continuing Operations
Three Months Ended December
31,
Six Months Ended December
31,
(in thousands, except per share data)
2024
2023
% Change
2024
2023
% Change
NON-GAAP FINANCIAL MEASURES*:
Adjusted EBITDA:
Supply Chain Services
$
73,740
$
96,532
(24
%)
$
151,251
$
197,919
(24
%)
Performance Services
9,123
31,205
(71
%)
24,072
54,135
(56
%)
Total segment adjusted EBITDA
82,863
127,737
(35
%)
175,323
252,054
(30
%)
Corporate
(32,773
)
(31,318
)
(5
%)
(62,805
)
(62,327
)
(1
%)
Adjusted EBITDA
$
50,090
$
96,419
(48
%)
$
112,518
$
189,727
(41
%)
Adjusted EBITDA excluding Contigo
Health
$
52,066
$
97,757
(47
%)
$
116,721
$
193,795
(40
%)
Adjusted net income
$
23,837
$
60,726
(61
%)
$
59,040
$
116,891
(49
%)
Adjusted earnings per share
(EPS)
$
0.25
$
0.51
(51
%)
$
0.60
$
0.97
(38
%)
Adjusted EPS excluding Contigo
Health
$
0.27
$
0.53
(49
%)
$
0.65
$
1.02
(36
%)
* These are non-GAAP financial measures.
Refer to "Premier's Use and Definition of Non-GAAP Measures" below
and the supplemental financial information at the end of this
release for information on the company's use of non-GAAP measures
and a reconciliation of reported GAAP results to non-GAAP
results.
Fiscal 2025 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 actual results for the first six months of fiscal 2025
and the current outlook for the remainder of the fiscal year, the
company is updating its guidance to the following:
Guidance Metric
Fiscal 2025
Guidance Range [1] [2] (as of
February 4, 2025)
Previous Fiscal 2025
Guidance Range [1] [2] (as of November 5, 2024)
Comments
Segment Net Revenue:
Supply Chain Services
$590 million to $630 million
$560 million to $610 million
Increased midpoint $25 million
Performance Services Excluding Contigo
Health
$350 million to $380 million
$370 million to $410 million
Decreased midpoint $25 million
Total Net Revenue Excluding Contigo
Health
$940 million to $1.01 billion
$930 million to $1.02 billion
No change to midpoint
Adjusted EBITDA
$237 million to $253 million
$235 million to $255 million
No change to midpoint
Adjusted Net Income
$119 million to $129 million
Not previously disclosed
New disclosure
Adjusted EPS
$1.26 to $1.34
$1.16 to $1.28
Increased midpoint $0.08
Diluted Weighted Average Shares
94 million to 96 million
Not previously disclosed
New disclosure
Fiscal 2025 guidance is based on the
realization of the following key assumptions:
- Net administrative fees revenue of $525 million to $545 million
(previously: $495 million to $525 million), which includes $60
million to $75 million in revenue related to non-healthcare member
purchasing
- Supply Chain Services segment software licenses, other services
and support revenue of $65 million to $85 million
- Capital expenditures of $90 million to $100 million
- Effective income tax rate in the range of 24% to 26%
(previously: 25% to 27%)
- Cash income tax rate of less than 5%
- Free cash flow[1][2] of 45% to 55% of adjusted
EBITDA[1][2]
[1]
Adjusted EBITDA, adjusted net income,
adjusted EPS and free cash flow presented in this financial
guidance are forward-looking non-GAAP measures. Refer to "Premier's
Use and Definitions of Non-GAAP Measures" below for information on
the company's use of non-GAAP measures. Premier, Inc. does not
provide forward-looking guidance on a GAAP basis as certain
financial information, the probable significance of which cannot be
determined, is not available and cannot be reasonably estimated.
Total Net Revenue Excluding Contigo Health is also a
forward-looking non-GAAP measure. Refer to "Premier's Use of
Forward-Looking Non-GAAP Measures" below for additional
explanation.
[2]
As a result of the company's previously
announced plan to divest a majority interest in the Contigo Health
business, guidance is being presented excluding financial
contributions from this business.
Results of Operations for the Three Months Ended December 31,
2024 (As compared with the three months ended December 31,
2023)
GAAP net revenue of $240.3 million decreased 14% from $279.9
million in the prior-year period. Refer to the "Supply Chain
Services" and "Performance Services" sections below for further
discussion on the factors that impacted the net revenue of each
segment during the quarter.
GAAP net loss from continuing operations of $45.8 million
decreased 191% from net income from continuing operations of $50.4
million in the prior-year period primarily as a result of a $126.8
million impairment charge to goodwill related to the company's data
and technology business in the Performance Services segment in the
current-year period and lower net revenue compared to the
prior-year period, partially offset by a $17.6 million cash
distribution received in the current-year period from a minority
investment, as well as lower selling, general and administrative
expenses, excluding the goodwill impairment, compared to the
prior-year period.
GAAP diluted EPS from continuing operations of $(0.60) decreased
240% from $0.43 in the prior-year period due to the aforementioned
drivers affecting GAAP net loss from continuing operations,
partially offset by a decrease in the diluted weighted average
shares outstanding as a result of share repurchases under the
company's $1 billion share repurchase authorization announced in
February 2024 ("Share Repurchase Authorization"), further discussed
below under "Return of Capital to Stockholders".
Adjusted EBITDA of $50.1 million decreased 48% from $96.4
million in the prior-year period primarily due to a decrease in net
administrative fees revenue as well as lower revenue in the
Performance Services segment.
Adjusted net income of $23.8 million decreased 61% from $60.7
million in the prior-year period primarily as a result of the same
factors that impacted adjusted EBITDA and a decrease in interest
income due to lower levels of cash on hand, partially offset by a
decrease in our effective income tax rate in the current-year
period. Adjusted EPS of $0.25 decreased 51% from $0.51 in the
prior-year period.
Segment Results (For the fiscal second quarter of 2025 as
compared with the fiscal second quarter of 2024)
Supply Chain Services
Supply Chain Services segment net revenue of $148.7 million
decreased 11% from $166.2 million in the prior-year period
primarily due to lower net administrative fees revenue, partially
offset by higher software license, other services and support
revenue.
Net administrative fees revenue of $131.4 million decreased 13%
from $150.5 million in the prior-year period, primarily driven by
the expected increase in the aggregate blended member fee share to
the low-60% level in the quarter, partially offset by continued
growth in member purchasing as a result of increased penetration of
contract spend with existing members and from the recruitment and
onboarding of new members.
Software license, other services and support revenue of $17.3
million increased 10% from $15.8 million in the prior-year period
mainly driven by new agreements for the supply chain co-management
business that were signed in the second half of fiscal 2024.
Segment adjusted EBITDA of $73.7 million decreased 24% from
$96.5 million in the prior-year period largely due to the decrease
in net administrative fees revenue and additional investments in
the supply chain co-management business to support ongoing
growth.
Performance Services
Performance Services segment net revenue of $91.5 million
decreased 19% from $113.6 million in the prior-year period
primarily due to lower demand in the consulting business and
product mix in the applied sciences business.
Segment adjusted EBITDA of $9.1 million decreased 71% from $31.2
million in the prior-year period mainly due to the decrease in net
revenue in the consulting and applied sciences businesses.
Liquidity and Cash Flows
As of December 31, 2024, cash and cash equivalents were $85.9
million compared with $125.1 million as of June 30, 2024, and the
company's five-year, $1.0 billion revolving credit facility had an
outstanding balance of $100.0 million, of which the company repaid
$65.0 million in January 2025.
Net cash provided by operating activities from continuing
operations ("operating cash flow") for the six months ended
December 31, 2024 of $193.7 million increased from $15.5 million in
the prior-year period mainly due to a decrease in cash taxes paid
related to the sale of non-healthcare GPO operations in the
prior-year period, cash received from the derivative lawsuit
settlement of $57.0 million in the current-year period and a $17.6
million cash distribution received from a minority investment.
These items were partially offset by higher performance-related
compensation payments.
Net cash used in investing activities for the six months ended
December 31, 2024 of $39.9 million decreased from the prior-year
period primarily due to lower spending of internally developed
software. Net cash used in financing activities for the six months
ended December 31, 2024 was $178.7 million compared to net cash
provided by financing activities for the six months ended December
31, 2023 of $295.0 million. The change in net cash used in
financing was primarily driven by net proceeds from the sale of the
company's non-healthcare GPO operations of $602.3 million in the
prior-year period and the use of $189.8 million (including
commissions) for market repurchases of Class A common stock
("Common Stock") in the current-year period under the company's
Share Repurchase Authorization. These uses of cash were partially
offset by proceeds from the revolving credit facility of $100.0
million in the current-year period and payments of $215.0 million
in the prior-year period.
Free cash flow for the six months ended December 31, 2024 was
$73.9 million compared with $40.7 million in the prior-year period.
The increase was mainly due to the same factors impacting operating
cash flow as well as lower purchases of property and equipment and
the timing of cash payments to OMNIA. 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 this and other non-GAAP financial measures and
a reconciliation of reported GAAP results to non-GAAP results.
Return of Capital to Stockholders
In February 2024, the company announced that its Board of
Directors ("Board") approved the Share Repurchase Authorization and
that it entered into an accelerated share repurchase transaction
(the "ASR"). Under the ASR, in February 2024, the company received
initial deliveries of an aggregate of 15.0 million shares of Common
Stock. On July 11, 2024, as final settlement, the company received
an additional 4.8 million shares of Common Stock, resulting in a
total of 19.9 million shares repurchased under the ASR for a total
of $400.0 million.
On August 20, 2024, the Board approved execution of $200.0
million of repurchases under the Share Repurchase Authorization. As
of December 31, 2024, the Company had repurchased an aggregate of
9.2 million shares of Common Stock for $192.1 million in market
transactions in addition to the ASR repurchases and the remaining
amount of repurchases were completed on January 6, 2025.
During the first half of fiscal 2025, the company paid aggregate
dividends of $42.4 million to holders of its Common Stock. On
January 23, 2025, the Board declared a quarterly cash dividend of
$0.21 per share, payable on March 15, 2025 to stockholders of
record on March 1, 2025.
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 to our Event and Presentation page at
https://investors.premierinc.com/overview/default.aspx: 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 under
Events and Presentations at
https://investors.premierinc.com/overview/default.aspx.
For those parties who do not have internet access, the
conference call may be accessed by calling one of the below
telephone numbers and asking to join the Premier, Inc. call:
Domestic participant dial-in number
(toll-free):
(833) 953-2438
International participant dial-in
number:
(412) 317-5767
About Premier, Inc.
Premier, Inc. (NASDAQ: PINC) is a leading 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.
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 earnings elements attributable to the company's asset
base (primarily depreciation and amortization), certain items
outside the control of management, e.g., taxes, other non-cash
items (such as impairment of intangible assets, purchase accounting
adjustments and stock-based compensation), non-recurring items
(such as strategic initiative and financial restructuring-related
expenses) and income and expense that have been classified as
discontinued operations from operating results.
Management believes adjusted net income and adjusted earnings
per share assist the company's board of directors, management and
investors in comparing our net income and earnings per share on a
consistent basis from period to period because these measures
remove non-cash items (such as impairment of intangible assets,
purchase accounting adjustments and stock-based compensation) and
non-recurring items (such as strategic initiative and financial
restructuring-related expenses) and eliminate the variability of
non-controlling interest and equity in net income of unconsolidated
affiliates.
Management believes free cash flow is an important measure
because it represents the cash that the company generates after
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,
capital investment 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 and cash
payments to OMNIA for the sale of future revenues and tax payments
on proceeds received from the sale of future revenues. 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
complementary businesses and/or debt reduction.
Also, adjusted EBITDA and free cash flow are supplemental
financial measures used by the company and by external users of our
financial statements and are considered to be indicators of the
operational strength and performance of our business. Adjusted
EBITDA and free cash flow measures allow us to assess our
performance without regard to financing methods and capital
structure and without the impact of other matters that we do not
consider indicative of the operating performance of our business.
More specifically, segment adjusted EBITDA is the primary earnings
measure we use to evaluate the performance of our business
segments.
Non-recurring items are 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 acquisition- and disposition-related expenses,
strategic initiative- and financial restructuring-related expenses,
loss on disposal of long-lived assets, income and expense that has
been classified as discontinued operations and other reconciling
items.
Non-cash items include stock-based compensation expense
and asset impairments.
Non-operating items include gains or losses on the
disposal of assets, interest and investment income or expense,
equity in net income of unconsolidated affiliates and operating
income from revenues sold to OMNIA in connection with the sale of
non-healthcare GPO member contracts, less royalty payments
retained.
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 and operating income from
revenues sold to OMNIA in connection with the sale of
non-healthcare GPO member contracts, less royalty payments
retained.
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, (v)
excluding the equity in net income of unconsolidated affiliates and
(vi) excluding operating income from revenues sold to OMNIA in
connection with the sale of non-healthcare GPO member contracts,
less royalty fees retained, imputed interest expense and associated
income tax expense.
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 (i) early
termination payments to certain former limited partners that
elected to execute a Unit Exchange Agreement in connection with our
August 2020 restructuring, (ii) purchases of property and equipment
and (iii) cash payments to OMNIA for the sale of future revenues
and tax payments on proceeds received from the sale of future
revenues. 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, adjusted net income and free cash flow
from the definitions reported in the 2024 Annual Report. Adjusted
EBITDA and segment adjusted EBITDA definitions were revised to
exclude operating income from revenues sold to OMNIA in connection
with the sale of non-healthcare GPO member contracts, less royalty
fees retained. The adjusted net income definition was revised to
exclude operating income from revenues sold to OMNIA in connection
with the sale of non-healthcare GPO member contracts, less royalty
fees retained, imputed interest expense and associated income tax
expense. Free cash flow was revised to exclude the cash payments to
OMNIA for the sale of future revenues and tax payments on proceeds
received from the sale of future revenues. For comparability
purposes, prior year non-GAAP financial measures are presented
based on the current definitions in the above section.
In addition to the foregoing, this release and the
reconciliations of our non-GAAP financial measures included at the
end of this release include the presentation of additional fiscal
2025 non-GAAP financial measures including net revenue excluding
Contigo Health, adjusted EBITDA excluding Contigo Health and
adjusted earnings per share excluding Contigo Health. The company
previously announced a plan to divest a majority interest in the
Contigo Health business; however, as of December 31, 2024, the
divestiture process for the Contigo Health business remains ongoing
and our GAAP financial results for the first three and six months
of fiscal 2025 presented in this release include contributions from
that business. As the company expects that the Contigo Health
business will be moved into discontinued operations in fiscal 2025,
guidance presented in this release excludes financial contributions
from this business. Accordingly, we believe that providing
supplemental non-GAAP financial measures that align with our fiscal
2025 guidance allow for a better understanding of that
guidance.
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, 2024, 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, non-GAAP adjusted net income and non-GAAP
adjusted earnings per share to net income attributable to
stockholders or earnings per share attributable to stockholders
(and accordingly does not meaningfully reconcile free cash flow
guidance, which is based on adjusted EBITDA) because the company
cannot provide guidance for the more significant reconciling items
between net income attributable to stockholders and each of these
metrics 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 non-recurring, 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.
As noted above, as a result of the company's previously
announced plan to divest a majority interest in the Contigo Health
business, the forward-looking guidance presented in this release
(including Total Net Revenue Excluding Contigo Health, adjusted
EBITDA, adjusted net income, adjusted EPS and free cash flow),
excludes the financial contribution of this business, in addition
to any applicable adjustments for non-GAAP financial measures
described above under "Premier's Use and Definitions of Non-GAAP
Measures." With respect to these adjustments for Contigo Health,
the company does not meaningfully reconcile guidance to GAAP
measures because Contigo Health is expected to be moved into
discontinued operations in fiscal 2025.
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 business strategies 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,
the achievement of which cannot be guaranteed. 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 regarding
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, and subsequent Quarterly Reports on Form 10-Q,
including the Form 10-Q for the quarter ended December 31, 2024
expected to be filed with the SEC shortly after the date of this
release. Premier's periodic and current filings with the SEC 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, future events that occur after that date, or
otherwise.
Condensed Consolidated
Statements of Income
(Unaudited)
(In thousands, except per
share data)
Three Months Ended
Six Months Ended
December 31,
December 31,
2024
2023
2024
2023
Net revenue:
Net administrative fees
$
131,417
$
150,470
$
264,042
$
300,356
Software licenses, other services, and
support
108,849
129,401
224,366
248,541
Net revenue
240,266
279,871
488,408
548,897
Cost of revenue:
Services and software licenses
69,058
65,990
136,782
130,122
Cost of revenue
69,058
65,990
136,782
130,122
Gross profit
171,208
213,881
351,626
418,775
Operating expenses:
Selling, general, and administrative
253,768
137,659
388,648
270,797
Research and development
726
928
1,312
1,791
Amortization of purchased intangible
assets
9,537
12,399
19,174
24,952
Operating expenses
264,031
150,986
409,134
297,540
Operating (loss) income
(92,823
)
62,895
(57,508
)
121,235
Equity in net income (loss) of
unconsolidated affiliates
9,502
(666
)
11,335
(2,392
)
Interest (expense) income, net
(3,787
)
1,881
(5,543
)
1,859
Other income, net
23,304
4,679
83,563
3,587
Other income, net
29,019
5,894
89,355
3,054
(Loss) income before income taxes
(63,804
)
68,789
31,847
124,289
Income tax (benefit) expense
(17,967
)
18,341
4,744
32,072
Net (loss) income from continuing
operations
(45,837
)
50,448
27,103
92,217
Net (loss) income from discontinued
operations, net of tax
(39,389
)
2,418
(40,993
)
3,059
Net (loss) income
(85,226
)
52,866
(13,890
)
95,276
Net (income) loss from continuing
operations attributable to non-controlling interest
(10,792
)
1,436
(11,344
)
3,787
Net (loss) income attributable to
stockholders
$
(96,018
)
$
54,302
$
(25,234
)
$
99,063
Calculation of GAAP Earnings per
Share
Numerator for basic and diluted (loss)
earnings per share:
Net (loss) income from continuing
operations attributable to stockholders
$
(56,629
)
$
51,884
$
15,759
$
96,004
Net (loss) income from discontinued
operations attributable to stockholders
(39,389
)
2,418
(40,993
)
3,059
Net (loss) income attributable to
stockholders
$
(96,018
)
$
54,302
$
(25,234
)
$
99,063
Denominator for (loss) earnings per
share:
Basic weighted average shares
outstanding
94,765
119,702
97,573
119,523
Effect of dilutive securities:
Restricted stock units
—
355
520
444
Performance share awards
—
—
—
128
Diluted weighted average shares
94,765
120,057
98,093
120,095
(Loss) earnings per share attributable
to stockholders:
Basic (loss) earnings per share from
continuing operations
$
(0.60
)
$
0.43
$
0.16
$
0.80
Basic (loss) earnings per share from
discontinued operations
(0.41
)
0.02
(0.42
)
0.03
Basic (loss) earnings per share
attributable to stockholders
$
(1.01
)
$
0.45
$
(0.26
)
$
0.83
Diluted (loss) earnings per share from
continuing operations
$
(0.60
)
$
0.43
$
0.16
$
0.80
Diluted (loss) earnings per share from
discontinued operations
(0.41
)
0.02
(0.42
)
0.02
Diluted (loss) earnings per share
attributable to stockholders
$
(1.01
)
$
0.45
$
(0.26
)
$
0.82
Condensed Consolidated Balance
Sheets
(Unaudited)
(In thousands, except share
data)
December 31, 2024
June 30, 2024
Assets
Cash and cash equivalents
$
85,850
$
125,146
Accounts receivable (net of $6,377 and
$1,455 allowance for credit losses, respectively)
117,248
100,965
Contract assets (net of $1,206 and $1,248
allowance for credit losses, respectively)
328,907
335,831
Prepaid expenses and other current
assets
76,402
73,653
Current assets of discontinued
operations
—
119,662
Total current assets
608,407
755,257
Property and equipment (net of $780,995
and $742,063 accumulated depreciation, respectively)
203,082
205,711
Intangible assets (net of $313,507 and
$294,333 accumulated amortization, respectively)
250,085
269,259
Goodwill
869,034
995,852
Deferred income tax assets
783,017
773,002
Deferred compensation plan assets
46,796
54,422
Investments in unconsolidated
affiliates
270,240
228,562
Operating lease right-of-use assets
15,365
20,635
Other assets
96,349
98,749
Total assets
$
3,142,375
$
3,401,449
Liabilities and stockholders'
equity
Accounts payable
$
21,880
$
22,610
Accrued expenses
50,428
58,482
Revenue share obligations
333,345
292,792
Accrued compensation and benefits
53,347
100,395
Deferred revenue
20,552
19,642
Line of credit and current portion of
long-term debt
100,000
1,008
Current portion of notes payable to former
limited partners
50,994
101,523
Current portion of liability related to
the sale of future revenues
45,732
51,798
Other current liabilities
55,948
52,589
Current liabilities of discontinued
operations
423
45,724
Total current liabilities
732,649
746,563
Liability related to the sale of future
revenues, less current portion
618,386
599,423
Deferred compensation plan obligations
46,796
54,422
Operating lease liabilities, less current
portion
5,058
11,170
Other liabilities
21,595
27,640
Total liabilities
1,424,484
1,439,218
Commitments and contingencies
Stockholders' equity:
Class A common stock, $0.01 par value,
500,000,000 shares authorized; 91,675,524 shares issued and
outstanding at December 31, 2024 and 111,456,454 shares issued and
105,027,079 shares outstanding at June 30, 2024
917
1,115
Treasury stock, at cost; 6,429,375 shares
at June 30, 2024
—
(250,129
)
Additional paid-in capital
2,203,675
2,105,684
(Accumulated deficit) retained
earnings
(486,627
)
105,590
Accumulated other comprehensive loss
(74
)
(29
)
Total stockholders' equity
1,717,891
1,962,231
Total liabilities and stockholders'
equity
$
3,142,375
$
3,401,449
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended December
31,
2024
2023
Operating activities
Net (loss) income
$
(13,890
)
$
95,276
Adjustments to reconcile net (loss) income
to net cash provided by operating activities:
Net loss (income) from discontinued
operations, net of tax
40,993
(3,059
)
Depreciation and amortization
58,827
65,547
Equity in net (income) loss of
unconsolidated affiliates
(11,335
)
2,392
Deferred income taxes
6,064
(154,933
)
Stock-based compensation
9,519
15,070
Impairment of assets
126,818
—
Other, net
(6,655
)
2,965
Changes in operating assets and
liabilities, net of the effects of acquisitions:
Accounts receivable
(5,012
)
(14,743
)
Contract assets
5,550
(33,178
)
Prepaid expenses and other assets
13,921
(4,077
)
Accounts payable
(3,717
)
(9,733
)
Revenue share obligations
40,553
17,567
Accrued expenses, deferred revenue, and
other liabilities
(67,903
)
36,371
Net cash provided by operating activities
from continuing operations
193,733
15,465
Net cash (used in) provided by operating
activities from discontinued operations
(14,418
)
19,915
Net cash provided by operating
activities
$
179,315
$
35,380
Investing activities
Purchases of property and equipment
$
(39,877
)
$
(49,068
)
Net cash used in investing
activities
$
(39,877
)
$
(49,068
)
Financing activities
Payments on notes payable
$
(51,537
)
$
(50,872
)
Proceeds from credit facility
100,000
—
Payments on credit facility
—
(215,000
)
Proceeds from sale of future revenues
42,325
629,820
Payments on liability related to the sale
of future revenues
(29,428
)
(14,611
)
Cash dividends paid
(42,368
)
(51,059
)
Repurchase of Class A common stock
(189,754
)
—
Other, net
(7,927
)
(3,296
)
Net cash (used in) provided by
financing activities
$
(178,689
)
$
294,982
Effect of exchange rate changes on cash
flows
(45
)
23
Net (decrease) increase in cash and cash
equivalents
(39,296
)
281,317
Cash and cash equivalents at beginning of
period
125,146
89,793
Cash and cash equivalents at end of
period
$
85,850
$
371,110
Supplemental Financial
Information
Reconciliation of Net Cash
Provided by Operating Activities from Continuing Operations to Free
Cash Flow
(Unaudited)
(In thousands)
Six Months Ended
December 31,
2024
2023
Net cash provided by operating activities
from continuing operations
$
193,733
$
15,465
Early termination payments to certain
former limited partners that elected to execute a Unit Exchange
Agreement (a)
(50,529
)
(49,600
)
Purchases of property and equipment
(39,877
)
(49,068
)
Cash payments to OMNIA for the sale of
future revenues (b)
(29,428
)
(14,611
)
Cash tax payments on proceeds received
from the sale of future revenues
—
138,476
Free cash flow
$
73,899
$
40,662
_________________________________
(a)
Early termination payments to certain
former limited partners that elected to execute a Unit Exchange
Agreement in connection with Premier's August 2020 restructuring
are presented in the Consolidated Statements of Cash Flows under
“Payments made on notes payable." During the six months ended
December 31, 2024, the company paid $51.3 million to members,
including imputed interest of $0.8 million which is included in net
cash provided by operating activities from continuing operations.
During the six months ended December 31, 2023, the company paid
$51.3 million to members, including imputed interest of $1.7
million which is included in net cash provided by operating
activities from continuing operations.
(b)
Cash payments to OMNIA for the sale of
future revenues in connection with our sale of non-healthcare
contracts to OMNIA are presented in the Consolidated Statements of
Cash Flows under "Payments on liability related to the sale of
future revenues." During the six months ended December 31, 2024,
the company paid $38.0 million to OMNIA, including imputed interest
of $8.6 million which is included in net cash provided by operating
activities from continuing operations. During the six months ended
December 31, 2023, the company paid $21.0 million to OMNIA,
including imputed interest of $6.4 million which is included in net
cash provided by operating activities from continuing
operations.
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
Six Months Ended
December 31,
December 31,
2024
2023
2024
2023
Net (loss) income from continuing
operations
$
(45,837
)
$
50,448
$
27,103
$
92,217
Interest expense (income), net
3,787
(1,881
)
5,543
(1,859
)
Income tax (benefit) expense
(17,967
)
18,341
4,744
32,072
Depreciation and amortization
20,002
20,267
39,653
40,595
Amortization of purchased intangible
assets
9,537
12,399
19,174
24,952
EBITDA
(30,478
)
99,574
96,217
187,977
Stock-based compensation
2,691
8,495
9,831
15,388
Acquisition- and disposition-related
expenses
(1,970
)
1,198
914
7,403
Strategic initiative and financial
restructuring-related expenses
1,883
1,284
1,993
3,030
Operating income from revenues sold to
OMNIA
(15,571
)
(14,797
)
(31,281
)
(26,463
)
Equity in net (income) loss of
unconsolidated affiliates
(9,502
)
666
(11,335
)
2,392
Other non-operating gains
(5,430
)
—
(62,674
)
—
Impairment of assets
126,818
—
126,818
—
Other reconciling items, net
(18,351
)
(1
)
(17,965
)
—
Adjusted EBITDA
$
50,090
$
96,419
$
112,518
$
189,727
Less: Contigo Health
1,976
1,338
4,203
4,068
Adjusted EBITDA excluding Contigo
Health
$
52,066
$
97,757
$
116,721
$
193,795
(Loss) income before income
taxes
$
(63,804
)
$
68,789
$
31,847
$
124,289
Equity in net (income) loss of
unconsolidated affiliates
(9,502
)
666
(11,335
)
2,392
Interest expense (income), net
3,787
(1,881
)
5,543
(1,859
)
Other income, net
(23,304
)
(4,679
)
(83,563
)
(3,587
)
Operating (loss) income
(92,823
)
62,895
(57,508
)
121,235
Depreciation and amortization
20,002
20,267
39,653
40,595
Amortization of purchased intangible
assets
9,537
12,399
19,174
24,952
Stock-based compensation
2,691
8,495
9,831
15,388
Acquisition- and disposition-related
expenses
(1,970
)
1,198
914
7,403
Strategic initiative and financial
restructuring-related expenses
1,883
1,284
1,993
3,030
Operating income from revenues sold to
OMNIA
(15,571
)
(14,797
)
(31,281
)
(26,463
)
Deferred compensation plan expense
221
4,605
2,913
3,480
Impairment of assets
126,818
—
126,818
—
Other reconciling items, net
(698
)
73
11
107
Adjusted EBITDA
$
50,090
$
96,419
$
112,518
$
189,727
SEGMENT ADJUSTED EBITDA
Supply Chain Services
$
73,740
$
96,532
$
151,251
$
197,919
Performance Services
9,123
31,205
24,072
54,135
Corporate
(32,773
)
(31,318
)
(62,805
)
(62,327
)
Adjusted EBITDA
$
50,090
$
96,419
$
112,518
$
189,727
Net (loss) income attributable to
stockholders
$
(96,018
)
$
54,302
$
(25,234
)
$
99,063
Net loss (income) from discontinued
operations, net of tax
39,389
(2,418
)
40,993
(3,059
)
Income tax (benefit) expense
(17,967
)
18,341
4,744
32,072
Amortization of purchased intangible
assets
9,537
12,399
19,174
24,952
Stock-based compensation
2,691
8,495
9,831
15,388
Acquisition- and disposition-related
expenses
(1,970
)
1,198
914
7,403
Strategic initiative and financial
restructuring-related expenses
1,883
1,284
1,993
3,030
Operating income from revenues sold to
OMNIA
(15,571
)
(14,797
)
(31,281
)
(26,463
)
Equity in net (income) loss of
unconsolidated affiliates
(9,502
)
666
(11,335
)
2,392
Other non-operating gains
(5,430
)
—
(62,674
)
—
Impairment of assets
126,818
—
126,818
—
Other reconciling items, net
(2,495
)
3,717
3,741
5,347
Adjusted income before income taxes
31,365
83,187
77,684
160,125
Income tax expense on adjusted income
before income taxes
7,528
22,461
18,644
43,234
Adjusted net income
$
23,837
$
60,726
$
59,040
$
116,891
Supplemental Financial
Information
Reconciliation of GAAP EPS to
Adjusted EPS
(Unaudited)
(In thousands, except per
share data)
Three Months Ended
Six Months Ended
December 31,
December 31,
2024
2023
2024
2023
Net (loss) income attributable to
stockholders
$
(96,018
)
$
54,302
$
(25,234
)
$
99,063
Net loss (income) from discontinued
operations, net of tax
39,389
(2,418
)
40,993
(3,059
)
Income tax (benefit) expense
(17,967
)
18,341
4,744
32,072
Amortization of purchased intangible
assets
9,537
12,399
19,174
24,952
Stock-based compensation
2,691
8,495
9,831
15,388
Acquisition- and disposition-related
expenses
(1,970
)
1,198
914
7,403
Strategic initiative and financial
restructuring-related expenses
1,883
1,284
1,993
3,030
Operating income from revenues sold to
OMNIA
(15,571
)
(14,797
)
(31,281
)
(26,463
)
Equity in net (income) loss of
unconsolidated affiliates
(9,502
)
666
(11,335
)
2,392
Other non-operating gains
(5,430
)
—
(62,674
)
—
Impairment of assets
126,818
—
126,818
—
Other reconciling items, net
(2,495
)
3,717
3,741
5,347
Adjusted income before income taxes
31,365
83,187
77,684
160,125
Income tax expense on adjusted income
before income taxes
7,528
22,461
18,644
43,234
Adjusted net income
$
23,837
$
60,726
$
59,040
$
116,891
Weighted average:
Basic weighted average shares
outstanding
94,765
119,702
97,573
119,523
Dilutive shares
429
355
520
572
Weighted average shares outstanding -
diluted
95,194
120,057
98,093
120,095
Basic (loss) earnings per share
attributable to stockholders
$
(1.01
)
$
0.45
$
(0.26
)
$
0.83
Net loss (income) from discontinued
operations, net of tax
0.42
(0.02
)
0.42
(0.03
)
Income tax (benefit) expense
(0.19
)
0.15
0.05
0.27
Amortization of purchased intangible
assets
0.10
0.10
0.20
0.21
Stock-based compensation
0.03
0.07
0.10
0.13
Acquisition- and disposition-related
expenses
(0.02
)
0.01
0.01
0.06
Strategic initiative and financial
restructuring-related expenses
0.02
0.01
0.02
0.03
Operating income from revenues sold to
OMNIA
(0.16
)
(0.12
)
(0.32
)
(0.22
)
Equity in net (income) loss of
unconsolidated affiliates
(0.10
)
0.01
(0.12
)
0.02
Other non-operating gains
(0.06
)
—
(0.64
)
—
Impairment of assets
1.34
—
1.30
—
Other reconciling items, net
(0.04
)
0.04
0.03
0.03
Impact of corporation taxes
(0.08
)
(0.19
)
(0.19
)
(0.36
)
Adjusted earnings per share
$
0.25
$
0.51
$
0.60
$
0.97
Less: Contigo Health
0.02
0.02
0.05
0.05
Adjusted earnings per share excluding
Contigo Health (a)
$
0.27
$
0.53
$
0.65
$
1.02
_________________________________
(a)
Contigo Health Adjusted EPS were losses
and therefore added back to the total.
Supplemental Financial
Information
Reconciliation of Certain
Financial Measures to Adjust for Contigo Health
(Unaudited)
(In thousands)
Three Months Ended
Six Months Ended
December 31,
December 31,
2024
2023
2024
2023
Net revenue
$
240,266
$
279,871
$
488,408
$
548,897
Less: Contigo Health
(8,045
)
(10,627
)
(15,691
)
(20,784
)
Net revenue excluding Contigo
Health
$
232,221
$
269,244
$
472,717
$
528,113
Adjusted EBITDA
$
50,090
$
96,419
$
112,518
$
189,727
Less: Contigo Health (a)
1,976
1,338
4,203
4,068
Adjusted EBITDA excluding Contigo
Health
$
52,066
$
97,757
$
116,721
$
193,795
Adjusted EPS
$
0.25
$
0.51
$
0.60
$
0.97
Less: Contigo Health (a)
0.02
0.02
0.05
0.05
Adjusted EPS excluding Contigo
Health
$
0.27
$
0.53
$
0.65
$
1.02
_________________________________
(a)
Contigo Health Adjusted EBITDA and
Adjusted EPS were losses and therefore added back to the total.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250204349407/en/
Investor contact: Ben Krasinski Senior Director, Investor
Relations 704.816.5644 ben_krasinski@premierinc.com
Media contact: Amanda Forster Vice President, Integrated
Communications 202.879.8004 amanda_forster@premierinc.com
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