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8-K - 8-K - Premier, Inc.d869119d8k.htm
TRANSFORMING HEALTHCARE
FROM THE INSIDE
February 2015 Investor Presentation
Exhibit 99.1


Forward-looking statements and Non-GAAP financial measures
2
PREMIER, INC.
Forward-looking statements—Certain statements included in this presentation,
including, but not limited to, those related to our financial and business outlook, strategy and
growth drivers, member retention rates and revenue visibility, cross and upsell opportunities,
acquisition activities and pipeline, revenue available under contract, and 2015 financial guidance
and related assumptions, are “forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements may involve known and unknown risks,
uncertainties and other factors that may cause the actual results 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. 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 potential risks and other factors that could affect
Premier’s financial results is included, and updated, from time to time, in Premier’s periodic and
current filings with the SEC, including Premier’s most recent Form 10-K for the year ended June
30, 2014. Forward-looking statements speak only as of the date they are made. Premier
undertakes no obligation to publicly update or revise any forward-looking statements. 
Non-GAAP financial measures—This presentation includes certain “non-GAAP
financial measures” as defined in Regulation G under the Securities Exchange Act of 1934.
Schedules are attached that reconcile the non-GAAP financial measures included in this
presentation to the most directly comparable financial measures calculated and presented in
accordance with Generally Accepted Accounting Principles in the United States. Our Form 10-Q for
the quarter ended December 31, 2014, to be filed shortly hereafter, provides further explanation and
disclosure regarding our use of non-GAAP financial measures and should be read in conjunction
with this presentation.


Uniquely positioned to address industry challenges
Data, data, everywhere...
and not a drop to drink!”
Premier is a uniquely-aligned healthcare performance
improvement company that provides integrated data-analytics
and business intelligence to comprehensively reduce costs,
improve quality, and drive better patient outcomes.
3
PREMIER, INC.


Vision and objectives
OUR VISION
Through the collaborative power of the Premier
alliance, we will lead the transformation to
high-quality, cost-effective healthcare
PREMIER, INC.
4
»
Make healthcare supply chain efficient and
effective
»
Deliver continuous improvement in cost
and quality today and enable success in
new healthcare delivery / payment models
»
Integrate data and knowledge to create
meaningful business intelligence that drives
improvement


Our business at a glance
Alliance of approximately 3,400
hospitals –
68% of U.S. community
hospitals –
and 110,000 alternate
sites of care
74%
owned
by
health
systems¹
~$41
billion
in
group
purchasing
volume
Insights
into
~1
out
of
every
3
U.S. health system discharges
Integrated clinical, financial and
operational data
Over 500 sales/field and advisory
services employees
that
work
with
and inside our member hospitals
Data as of September 30, 2014.
(1)
Following October 31, 2014 exchange.
Premier’s unique customer alignment and data-driven intelligence
platform allow us to help our health systems manage current
challenges and build for the future…
all at the same time
PREMIER, INC.
5


Unique business model drives innovation and growth
PREMIER, INC.
6
INTEGRATED SALES/FIELD FORCE &                               PLATFORM
Become the data analytics “backbone”
with wrap-around services for cost and
quality improvement over the short term
and population health management
solutions over the long term
Change the game in supply chain,
uncover unmatched savings and value,
and lead the disruption of the industry
Note: Consolidated revenue is presented on a non-GAAP pro forma basis for Supply Chain Services. See reconciliation pages in the appendix. 
»
Group purchasing
»
Direct sourcing
»
Specialty pharmacy
»
Capital planning
»
SaaS-based informatics products
»
PremierConnect
®
Enterprise
»
Advisory services
»
Performance improvement
collaboratives
Supply Chain Services
Performance Services
73% of FY’14 consolidated revenue
27% of FY’14 consolidated revenue


Positioned to address industry needs
PREMIER, INC.
7
Member and
Industry Needs
Premier Strategic
Differentiation
Helping health systems manage challenges, optimize the transition,
and build for the future . . . all at the same time
»
Total cost reduction
»
Quality improvement
across the continuum
»
Evolving delivery and
payment models
»
Actionable data and
information
»
Scale
»
Co-innovation
»
Intelligence to transform
from the inside
»
Leadership in population
health
»
Shared infrastructure


Diversified
growth
engine
Data-driven,
technology
enabled
Compelling
financial
profile
Key investment differentiators
PREMIER, INC.
8
Unique
customer
alignment


Unique customer
alignment
9
PREMIER, INC.


Partnership model drives innovation and growth
SCALE
»
Represent ~68% of U.S. community hospitals
»
Clinical, financial, operational data integrated on
PremierConnect
®
platform
»
Insights into
~1 out of
every 3 U.S. health system
discharges
»
Approximately $41 billion in supply chain spend
»
Manage ~1,900 contracts from ~1,100 suppliers
ALIGNMENT
»
Members
own
~74%
of
equity
(1)
»
10 health system board members
»
Premier field force embedded in member hospitals
COMMITMENT
»
Member average tenure ~15 years (76% at 10+ years)
»
Members view Premier as strategic partner or
organizational extension
CO-INNOVATION
»
Co-develop solutions with members
»
Committees composed of ~165 member hospitals
»
~1,100 hospitals in performance improvement
collaboratives
»
Data Alliance Collaborative
Note: Data as of September 30, 2014. 
(1)  Following October 31, 2014 exchange.
PREMIER, INC.
10
SCALE
ALIGNMENT
COMMITMENT
CO-INNOVATION


Data-driven,
technology enabled
11
PREMIER, INC.


Connecting the data –
Enabling the information driven enterprise
PLATFORM
BILLING
PURCHASING
CLAIMS
CLINICAL
FINANCIAL
ANY
DATA
12
PREMIER, INC.
Social business


PremierConnect
®
Enterprise & Data Alliance Collaborative*
Fairview
Health
Services
Baystate
Health
Mercy
Health
Doctors
Hospital at
Renaissance
Baystate
Innovation
Center
University
Hospitals
Bon
Secours
Health
System
IBM
UNCC
Verisk
Health
Phytel
Carilion
Clinic
Texas
Health
Resources
Carolinas
HealthCare
System
»
Clinical utilization effectiveness
»
Harm reporting
»
Community health & equity reporting
»
Ambulatory quality measures
»
Claims analytics
»
Total cost of care
»
Operational reporting
»
Predictive model for readmissions
»
Population health analytics
»
ACO reporting
»
Referral analytics
»
H&V procedural analytics
»
Readmissions metrics & management
»
Population health
»
Throughput analytics
»
Operations & throughput modeling
»
Population stratification
»
Disease modeling
PREMIER, INC.
13
*PremierConnect
Enterprise
and
Data
Alliance
Collaborative
as
of
September
30,
2014.
PCE
Private Warehouse
Partners


Mortality
Patient
Experience
Measurable and scalable impact through collaboratives
PREMIER, INC.
14
~ 350
U.S. hospital members
~ 160,000
deaths avoided
~ $13.2
billion
saved
~ 55,800
readmissions prevented
~ 21,700
instances of
harm prevented
Approximately 1,100 U.S. hospital members participate in at least one
of our performance improvement collaboratives
Readmissions
Cost of
Care
Evidence-
based Care
Harm
Source: Premier QUEST participant performance data as of fiscal year end 6/30/2014 (Year 6, Q4 2013). Results are cumulative.
Note: Deaths avoided and dollars saved over the first 6 years of the program; instances of harm measured over the past 4
years; readmissions prevented measured over the past 3 years.  QUEST: Quality, Efficiency, Safety and Transparency.


Evolving
QUEST
to
focus
on
integrated
population
health
management
PREMIER, INC.
15
Measures and focus areas
have two-fold purpose:
»
Continue to drive improvement on
inpatient metrics that align with
value-based purchasing and
payment reductions and penalties
»
Begin and enhance the improvement
on ambulatory and community
health-based metrics that will further
help Premier members move to new
models of care delivery
The latest generation of QUEST began January 1, 2014, with over 365
members focusing on ambulatory and population health based metrics in
addition to inpatient care


Services
Integrated framework for delivering solutions
Collaboratives
Information
Technology
Solutions
QUALITY/SAFETY
IMPROVEMENT
Quality and safety
Physician performance
improvement
Regulatory compliance
Harm and readmissions
POPULATION
HEALTH
Physician network
management
Population analytics
and risk management
Population engagement
COST
MANAGEMENT
Group purchasing
Non-labor
Physician preference
Capital equipment
Labor
Total cost
Clinical variation
Resource utilization
Integrated pharmacy
PREMIER, INC.
16


Diversified growth
engine
17
PREMIER, INC.


Expanding
supply chain
solutions
Steady acute
GPO growth
“Other”
Upside
Performance Services
Non-acute and 
complementary
services
expansion
Top Priority Strategic Initiatives
Expanded cost reduction
Non acute and pharmacy growth
Supply chain technology
Member
penetration
performance
services
New product
development
M&A and
growth
opportunities
Top Priority Strategic Initiatives
Clinical integration/ shared
services
Ambulatory data expansion
Population health capabilities
PREMIER, INC.
18
Multiple opportunities to drive long-term sustainable growth
Attributes
Desired
expertise/
capabilities
Strong
distribution
channel
Supply Chain Services


Growing from within our member channel
HISTORICAL BUSINESS GROWTH
PREMIER, INC.
19
Single
offering
Multiple
offerings
several years
GPO
only
“All in”
CURRENT  BUSINESS GROWTH
Labor
Safety
PremierConnect
Enterprise
Quality
Supply Chain
Population
Health
Integrated
Solutions
Note: The illustrations above  are representative of  Premier’s business growth and do not necessarily
depict the specific product or service adoption patterns of the organizations represented here.  


Member-driven co-development engine
Organic
Acquisitions
Partnerships
Premier platform enables rapid deployment of new solutions
2006
2007
2010
2015
2013
2014
------------Post-IPO---------------------
2013
2014
2014
PREMIER, INC.
20
1
(1) Purchased initial 60% ownership in 2011.  Remaining 40% minority interest purchased on February 2, 2015. 
CareScience


21
Strategic acquisitions address member needs 
(Closed July 2013)
(Closed October 2013)
(Closed April 2014)
(Closed August 2014)
(Closed September 2014)
Company
Clinical & physician
preference cost reduction
Data acquisition from
multiple technologies
Health system capital
expenditure cost reduction
Supply chain technology
enablement
Quality & safety
improvement
Strategic Need
Direct sourcing
(Closed February 2015
1
)
(1) Purchased initial 60% ownership in 2011.  Remaining 40% minority interest purchased on February 2, 2015. 
PREMIER, INC.


Attractive opportunities for further capital deployment
Performance Services
Supply Chain Services
Performance Services
Diverse and growing end markets to drive Premier’s growth
Supply Chain Services
PREMIER, INC.
22
Physician
preference
item (PPI)
management
Alternate site
expansion
Supply chain
analytics,
workflow
Integrated
pharmacy
Patient
engagement
and social
interaction
Data
acquisition
and 
management
Ambulatory
clinical
integration
Shared
services /
standardized
care
Population
health
management


Compelling financial
profile
23
PREMIER, INC.


MULTIPLE GROWTH
DRIVERS
Consolidated double-digit net revenue and adjusted
EBITDA
(1)
growth
Diversified revenue opportunities in Supply Chain Services
and Performance Services
Multiple emerging growth drivers
HIGH VISIBILITY
High retention rates in both business segments
5-7 year contracts in Supply Chain Services and 3-5 year
SaaS-based subscription contracts in Performance Services
Fiscal 2015 revenue visibility over 90%
ATTRACTIVE
ECONOMIC MODEL
Significant cross and upsell opportunities in existing
member base
High margins and low marginal cost to support new GPO
members and further penetration of existing GPO members
SaaS-based products generate high returns on new wins
EVOLVING
BUSINESS MIX
Investments in emerging growth initiatives will impact
adjusted
EBITDA
(1)
margins,
but
enhance
adjusted
EBITDA
(1)
growth
Capital investments increase D&A, impacting near-term net
income margins
DISCIPLINED CAPITAL
DEPLOYMENT TRACK
RECORD
Strong returns on acquired assets
Strategic, financial and execution framework in place for
capital deployment
Demonstrated financial model and performance
PREMIER, INC.
24
(1) See Adjusted EBITDA reconciliation to GAAP equivalent in Appendix.


Our
multiple
business
and
growth
drivers
1
PREMIER, INC.
25
GPO
Specialty
pharmacy
Direct
sourcing
SaaS-based
informatics
products
Performance
improvement
collaboratives
Advisory
services
Data
management/
warehousing
Business
Revenue Drivers
FY’14 Results
1
Net Revenue
14%
Segment Adjusted
EBITDA
9%
Net Revenue
13%
Segment Adjusted
EBITDA
31%
Net Revenue
14%
Adjusted EBITDA
12%
Adjusted fully
distributed EPS
9% 
Consolidated
Administrative fees paid
by suppliers
Drug reimbursement
Fee for service
Product sales of contract
manufactured items
SaaS-based subscriptions
Fee-for-service
Fee-for-service
SaaS-based subscriptions
SaaS-based subscriptions
Significant stickiness
Strong visibility across
diverse revenue streams
(1)
Results are presented on a non-GAAP pro forma basis. See Adjusted EBITDA, Segment Adjusted EBITDA and fully distributed net income  reconciliation to
GAAP equivalent in the Appendix.
Net Revenue
11% -
14%
Adjusted EBITDA
8% -
11%
Adjusted fully
distributed EPS
7% -
11%


Significant Fiscal 2015 revenue visibility: 90+% 
PERFORMANCE METRICS
1
FY 2015
FY 2014
3 Year Average
Revenue available under contract
$898M
---
---
GPO
retention
rate
2
---
99%
97%
SaaS
institutional
renewal
rate
3
---
94%
94%
(1)
As of fiscal year-end June 30, 2014
(2)
The retention rate is calculated based upon the aggregate purchasing volume among all members participating in our GPO for such fiscal year less the annualized GPO purchasing
volume
for
departed
members
for
such
fiscal
year,
divided
by
the
aggregate
purchasing
volume
among
all
members
participating
in
our
GPO
for
such
fiscal
year.
(3)
The renewal rate is calculated based upon the total number of members that have SaaS revenue in a given period that also have revenue in the corresponding prior year period
divided
by
the
total
number
of
members
that
have
SaaS
revenue
in
the
same
period
of
the
prior
year.
PREMIER, INC.
26
HIGH GPO
HIGH GPO
RETENTION
RETENTION
AND SAAS
AND SAAS
INSTITUTIONAL
INSTITUTIONAL
RENEWAL RATES
RENEWAL RATES
OVER 90%
FY 2015 REVENUE
GUIDANCE RANGE
ALREADY AVAILABLE
UNDER CONTRACT


the
Second-quarter
consolidated
and
segment
highlights
1
Consolidated
Net revenue (millions)
Supply Chain Services
Net revenue (millions)
Performance Services
Net revenue (millions)
Adjusted EBITDA
(millions)
Adjusted EBITDA (millions)
Adjusted EBITDA (millions)
19%
20%
18%
19%
14%
31%
$17.7
$23.2
Q2'14
Q2'15
$83.4
$98.8
Q2'14
Q2'15
$58.0
$69.8
Q2'14
Q2'15
$85.1
$97.3
Q2'14
Q2'15
$150.9
$179.6
Q2'14
Q2'15
$208.9
$249.4
Q2'14
Q2'15
(1) See non-GAAP Adjusted EBITDA and non-GAAP Segment Adjusted EBITDA reconciliations to GAAP equivalents in Appendix.
27
PREMIER, INC.


Second-quarter
non-GAAP
adjusted
fully
distributed
net
income
1
28
17%
$0.31
$0.36
Non-GAAP earnings per share on fully distributed
net income
(1) See non-GAAP adjusted fully distributed net income and non-GAAP earnings per share on fully distributed
net income reconciliations to GAAP equivalents in Appendix
»
Calculates income taxes at
40% on pre-tax income,
assuming taxable C corporate
structure
»
Calculates adjusted fully
distributed earnings per
share, assuming total Class A
and B common shares held
by public
$44.4
$52.1
Q2'14
Q2'15
(in millions, except per share data)
PREMIER, INC.


Cash flow and capital flexibility at December 31, 2014
PREMIER, INC.
29
»
Year-to-date cash flow from operations of
$153.7 million
»
Second-quarter free cash flow
of $67.1
million
»
Cash, cash equivalents and marketable
securities of $469.5 million
»
No outstanding borrowings on $750 million
five-year unsecured revolving credit facility
CONSIDERABLE CASH AND
DEBT CAPACITY 
AVAILABLE
AMPLE CAPITAL
FLEXIBILITY FOR FUTURE
ACQUISITIONS AND
BUSINESS GROWTH
1
(1)
Three months ended December 31, 2014. Company defines free cash flow as cash provided by operating activities less distributions to limited partners and purchases
of property and equipment.  See non-GAAP free cash flow reconciliation to GAAP equivalent in Appendix.


Fiscal
2015
annual
guidance
1
PREMIER, INC.
30
Financial guidance for year ending June 30, 2015:
Supply Chain Services growth driven by:
»
»
»
Guidance
Assumptions:
Performance Services growth driven by:
Updated
Pro Forma
(in millions, except per share data)
FY 2015
% YoY Change
Net Revenue:
Supply Chain Services segment
$706 -
$725
11% -
14%
Performance Services segment
$268 -
$275
15% -
18%
Total Net Revenue
$974 -
$1,000
12% -
15%
Non-GAAP adjusted EBITDA
$382 -
$390
9% -
11%
Non-GAAP adjusted fully distributed EPS
$1.40 -
$1.44
8% -
11%
Continued demand for integrated offerings of SaaS-based
subscription and licensed products, advisory services and
collaboratives
Continuation of high SaaS institutional renewal rates
Reduction in advisory services revenue expectations tied to
Partnership for Patients contract and repositioning of research
business
»
»
»
Moderating net administrative fee revenue growth
Continuation of high GPO retention rates
20% -
30% product growth
 
 
Guidance is based on comparisons with prior-year non-GAAP pro forma results, which have been adjusted to reflect the impact of the company’s
reorganization and IPO. The Company does not reconcile guidance for adjusted EBITDA and non-GAAP adjusted fully distributed net income per-share to net
income (loss) or GAAP earnings per share because the Company does not provide guidance for reconciling items between net income (loss) and adjusted
EBITDA and non-GAAP adjusted fully distributed earnings per share. The Company is unable to provide guidance for these reconciling items since certain 
items that impact net income (loss) are outside of the Company’s control and cannot be reasonably predicted. Accordingly, a reconciliation to net income 
(loss) or GAAP earnings per share is not available without unreasonable effort.
(1)


Exchange update
31
»
Approximately 398,800 Class B units initially
indicated for exchange into Class A shares on
February 2, 2015
»
Following right to retract intention to exchange
and right of first refusal, approximately 257,000
Class B Units were exchanged for Class A
common shares on 1-for-1 basis
»
Next exchange on April 30 
, 2015
th
PREMIER, INC.


Summary
Key
investment
differentiators
UNIQUE CUSTOMER ALIGNMENT
Interests and perspectives are aligned with our customers
Members own ~74% of equity
(1)
and view Premier as strategic partner
Embedded field force co-developing solutions with members
DATA-DRIVEN, TECHNOLOGY ENABLED
Integrated, payer-
and vendor-agnostic data platform
Insights
from
approximately
1
in
3
U.S.
health
system
discharges
Emerging data warehousing capabilities
DIVERSIFIED GROWTH ENGINE
Multiple revenue levers
Attractive acquisition and partnership pipeline
COMPELLING FINANCIAL PROFILE
Double digit revenue and EBITDA
(2)
growth in fiscal 2014
Considerable cash and debt capacity for future growth
PREMIER, INC.
32
(1)
Following October 31, 2014 exchange.
(2)
See Net revenue and Adjusted EBITDA reconciliations to GAAP equivalents in Appendix; financial information for fiscal year 2014 and fiscal year
2013 have been adjusted on a non-GAAP pro forma basis to reflect the impact of the company’s reorganization and initial public offering.


Appendix
33
PREMIER, INC.


Our leadership team
Susan DeVore, President and CEO
11 years Premier; 26 years healthcare
Cap Gemini Ernst & Young
PREMIER, INC.
34
Mike Alkire, COO
10 years Premier; 11 years healthcare
Cap Gemini Ernst & Young
Durral Gilbert, President, Supply Chain Services
8 years Premier; 8 years healthcare
BDS Management, Wachovia Securities
Wes Champion, SVP, Performance Partners
7 years Premier; 23 years healthcare
Cap Gemini Ernst & Young, Accenture
Keith Figlioli, SVP, Informatics
5 years Premier; 11 years HIT
Eclipsys (acquired by Allscripts)
Andy Brailo, SVP, Member Field Services
13 years Premier; 21 years healthcare
Medibuy, Bard
Gary Long, SVP, Chief Sales Officer
2 years Premier; 21 years healthcare
McKesson
Craig McKasson, CFO
17 years Premier; 21 years healthcare
Ernst & Young
Jeff Lemkin, General Counsel
4 years Premier; 41 years healthcare
McDermott Will & Emery
Terry Linn, SVP, Strategy
4 years Premier; 31 years healthcare
Ernst & Young, American Medical International,              
Charter Medical
Kelli Price, SVP, People
14 years Premier; 16 years healthcare
Malcolm Baldrige National Quality Award expert
Jeff Petry, SVP, Marketing
17 years Premier; 23 years healthcare
Mezzia, The Advisory Board Company
Blair Childs, SVP, Public Affairs
7 years Premier; 26 years healthcare
AdvaMed


Structure
Structural implications of Premier, Inc.
Structured as “Up-C”
with Premier, Inc. (parent C-Corp above operating partnership and
subsidiaries)
Premier, Inc. formed with two classes of stock 
Class A shares held by public investors
Class B shares allocated to member owners
22% of Limited Partner interests sold to public, 78% retained by
member owners as
Class B units
Class B units eligible to exchange 1/7th per year, over seven-year period
Exchange of Class B units for A-shares (on a 1-for-1 basis) as B-units become eligible
for exchange subject to ROFR by members owners and Premier, Inc.
First
exchange
on
October
31,
2014,
and
subsequent
company
directed
offering
injected
3.9 million shares of liquidity into the public market, resulting in public ownership of 26%
and member owner interest of 74%
Given Up-C structure and differences between taxes paid by our Class A unit holder
(Premier GP) vs. distributions to our Class B unit holders (members owners), we
calculate
Adjusted
Fully
Distributed
Net
Income 
for
comparability
purposes
Reflects taxes and net income as if the Company was a C-Corp for all periods
presented
Class A and Class B shares will be used to calculate fully diluted EPS to eliminate
variability due to member exchanges over time
Impact of IPO and
Exchange Process
Adjusted fully
distributed net
income
Share count
PREMIER, INC.
35
(1)
See Adjusted EBITDA and Adjusted Fully Distributed Net Income reconciliations to GAAP equivalents in Appendix
1


Income Statement
Net Revenue
500,000
500,000
Cost of Revenue
200,000
200,000
Gross Profit
300,000
300,000
Operating Expenses
140,000
140,000
Operating Income
160,000
160,000
Net Income Attributable to NCI in Premier LP
(124,800)
-
Pre-Tax Income Attributable to Premier Inc.
35,200
160,000
Income Tax Expense
14,080
64,000
Net Income Attributable to Premier, Inc.
21,120
96,000
Income Retained in Business
Net Income Attributable to Premier, Inc.
21,120
96,000
Net Income Attributable to NCI in Premier LP
124,800
-
Tax Distribution to Premier LP Limited Partners
(49,920)
-
Net Income Retained in Business
96,000
96,000
Adjusted Fully Distributed Net Income
Net Income Attributable to Premier, Inc.
21,120
96,000
Add:  Income Tax Expense
14,080
64,000
Add:  Net Income Attributable to NCI in Premier
124,800
-
Fully Distributed Income Before Income Taxes
160,000
160,000
Adjusted for income tax expense on fully
distributed net income before income taxes
64,000
64,000
Adjusted Fully Distributed Net Income
96,000
96,000
Income Taxes/Tax Distributions
Income Tax Expense
14,080
64,000
Tax Distribution to Class B Limited Partners
49,920
-
Total Tax, including tax distribution to limited
partners
64,000
64,000
Member owners allocated
income in operating
partnership based on
percentage ownership
Income tax expense equals
40% of income attributable
to Premier, Inc.
Member owners receive tax
distribution to cover any tax
liability on allocated income
Amount of retained
profitability in business
equal regardless of
ownership structure
Reflects 41% tax rate on
100% of pretax income
(assumes full C-Corp tax
treatment)
Amount paid for taxes equal
regardless of ownership
structure
Illustrative impact of ownership structure
Ownership
(1)
22% Class A /
78% Class B
Ownership
100% Class A
PREMIER, INC.
36
1
For
illustrative
purposes
only.
Ownership
percentage
is
based
on
structure
at
the
time
of
the
October
2013
initial public offering and will change over time.
A
B
C
D
E
F
A
B
C
D
E
F


Fiscal 2014 and fiscal 2013 non-GAAP reconciliations
Reconciliation of Selected Non-GAAP Measures to GAAP Measures
(Unaudited, in thousands)
Adjustments
Adjustments
Amount
% of Net
Revenue
Amount
Amount
% of Net
Revenue
Amount
% of Net
Revenue
Amount
Amount
% of Net
Revenue
Net revenue:
Net administrative fees
464,837
$       
51%
        
(41,263)
$      
423,574
$      
49%
        
519,219
$
60%
        
(105,012)
$    
414,207
$  
54%
        
Other services and support
233,186
         
26%
-
                       
233,186
         
27%
205,685
   
24%
-
                       
205,685
     
27%
Services
698,023
         
77%
(41,263)
         
656,760
         
76%
724,904
   
84%
(105,012)
      
619,892
     
81%
Products
212,526
         
23%
-
                       
212,526
         
24%
144,386
   
16%
-
                       
144,386
     
19%
Net revenue
910,549
         
100%
(41,263)
         
869,286
         
100%
869,290
   
100%
(105,012)
      
764,278
     
100%
Cost of revenue:
Services
115,740
         
13%
-
                       
115,740
         
13%
103,795
   
12%
-
                       
103,795
     
14%
Products
191,885
         
21%
-
                       
191,885
         
22%
133,618
   
15%
-
                       
133,618
     
17%
Cost of revenue
307,625
         
34%
-
                       
307,625
         
35%
237,413
   
27%
-
                       
237,413
     
31%
Gross profit
602,924
         
66%
(41,263)
         
561,661
         
65%
631,877
   
73%
(105,012)
      
526,865
     
69%
Operating expenses:
Selling, general and administrative
294,421
         
33%
-
                       
294,421
         
35%
248,301
   
29%
-
                       
248,301
     
33%
Research and development
3,389
              
— %
-
                       
3,389
             
— %
9,370
       
1%
-
                       
9,370
         
1%
Amortization of purchased intangible assets
3,062
              
— %
-
                       
3,062
             
— %
1,539
       
— %
-
                       
1,539
         
— %
Total operating expenses
300,872
         
33%
-
                       
300,872
         
35%
259,210
   
30%
-
                       
259,210
     
34%
Operating income
302,052
         
33%
(41,263)
         
260,789
         
30%
372,667
   
43%
(105,012)
      
267,655
     
35%
Other income, net
58,274
            
6%
-
                       
58,274
           
7%
12,145
     
1%
-
                       
12,145
       
2%
Income before income taxes
360,326
         
40%
(41,263)
         
319,063
         
37%
384,812
   
44%
(105,012)
      
279,800
     
37%
Income tax expense
27,709
            
3%
(3,239)
           
24,470
           
3%
9,726
       
1%
22,813
          
32,539
       
4%
Net income
332,617
         
37%
(38,024)
         
294,593
         
34%
375,086
   
43%
(127,825)
      
247,261
     
33%
Net (income) loss attributable to noncontrolling interest
in S2S Global
(949)
                 
— %
-
                       
(949)
               
— %
1,479
       
— %
-
                       
1,479
         
— %
Net income attributable to noncontrolling interest in
Premier LP
(303,336)
        
(33)%
57,690
          
(245,646)
       
(28)%
(369,189)
 
(42)%
150,726
        
(218,463)
   
(29)%
Net income attributable to noncontrolling interest
(304,285)
        
(33)%
57,690
          
(246,595)
       
(28)%
(367,710)
 
(42)%
150,726
        
(216,984)
   
(29)%
Net income attributable to shareholders
28,332
$         
4%
19,666
$        
47,998
$         
6%
7,376
$     
1%
22,901
$        
30,277
$     
4%
Adjustment of redeemable limited partners' capital to
redemption amount
(2,741,588)
$  
nm
-
$               
(2,741,588)
nm
-
$         
nm
-
$               
-
$           
nm
Net income (loss) attributable to shareholders after
adjustment of redeemable partners' capital to
redemption amount
(2,713,256)
$  
nm
19,666
$        
(2,693,590)
nm
7,376
$     
nm
22,901
$        
30,277
$     
nm
Adjusted EBITDA
392,288
$       
43%
(41,263)
$      
351,025
$      
40%
419,025
$
48%
(105,012)
$    
314,013
$  
41%
Adjusted Fully Distributed Net Income
na
na
na
188,561
$      
22%
na
na
na
172,793
$  
23%
nm - Not meaningful
na - Not applicable
Actual
Actual
Non-GAAP Pro Forma
Year Ended June 30,
2014
2013
Non-GAAP Pro Forma
PREMIER, INC.
37


Fiscal 2014 and fiscal 2013 non-GAAP reconciliations
(Unaudited, in thousands)
Actual
Adjustments
Non-GAAP
Pro Forma
Actual
Adjustments
Non-GAAP
Pro Forma
Reconciliation of Non-GAAP Pro Forma Net Revenue to Net Revenue:
Supply Chain Services
678,141
$     
(41,263)
$      
636,878
$     
664,076
$     
(105,012)
$    
559,064
$     
Performance Services
232,408
-
232,408
205,214
-
205,214
Net Revenue
910,549
(41,263)
869,286
869,290
(105,012)
764,278
Reconciliation of Net Income to Adjusted EBITDA and Reconciliation of
Segment Adjusted EBITDA to Income Before Income Taxes:
Net income
332,617
$     
(38,024)
$      
294,593
$     
375,086
$     
(127,825)
$    
247,261
$     
Interest and investment income, net
(1,019)
-
(1,019)
(965)
-
(965)
Income tax expense
27,709
(3,239)
24,470
9,726
22,813
32,539
Depreciation and amortization
36,761
-
36,761
27,681
-
27,681
Amortization of purchased intangible assets
3,062
-
3,062
1,539
-
1,539
EBITDA
399,130
(41,263)
357,867
413,067
(105,012)
308,055
Stock-based compensation expense
19,476
-
19,476
-
-
-
Acquisition related expenses
2,014
-
2,014
-
-
-
Strategic and financial restructuring expenses
3,760
-
3,760
5,170
-
5,170
Gain on sale of investment
(38,372)
-
(38,372)
-
-
-
Adjustment to tax receivable agreement liability
6,215
-
6,215
-
-
-
Other (income) expense, net
65
-
65
788
-
788
Adjusted EBITDA
392,288
$     
(41,263)
$      
351,025
$     
419,025
$     
(105,012)
$    
314,013
$     
Segment Adjusted EBITDA:
Supply Chain Services
396,470
$     
(41,263)
$      
355,207
$     
431,628
$     
(105,012)
$    
326,616
$     
Performance Services
73,898
-
73,898
56,456
-
56,456
Corporate
(g)
(78,080)
-
(78,080)
(69,059)
-
(69,059)
Adjusted EBITDA
392,288
(41,263)
351,025
419,025
(105,012)
314,013
Depreciation and amortization
(36,761)
-
(36,761)
(27,681)
-
(27,681)
Amortization of purchased intangible assets
(3,062)
-
(3,062)
(1,539)
-
(1,539)
Stock-based compensation expense
(19,476)
-
(19,476)
-
-
-
Acquisition related expenses
(2,014)
-
(2,014)
-
-
-
Strategic and financial restructuring expenses
(3,760)
-
(3,760)
(5,170)
-
(5,170)
Adjustment to tax receivable agreement liability
(6,215)
-
(6,215)
-
-
-
Equity in net income of unconsolidated affiliates
(16,976)
-
(16,976)
(11,968)
-
(11,968)
Deferred compensation plan expense
(1,972)
-
(1,972)
-
-
-
Operating income
302,052
(41,263)
260,789
372,667
(105,012)
267,655
Equity in net income of unconsolidated affiliates
16,976
-
16,976
11,968
-
11,968
Interest and investment income, net
1,019
-
1,019
965
-
965
Gain on sale of investment
38,372
-
38,372
-
-
-
Other income (expense), net
1,907
-
1,907
(788)
-
(788)
Income before income taxes
360,326
$     
(41,263)
$      
319,063
$     
384,812
$     
(105,012)
$    
279,800
$     
Year Ended June 30,
2014
2013
PREMIER, INC.
38


Fiscal 2014 and fiscal 2013 non-GAAP reconciliations
Reconciliation of Selected Non-GAAP Measures to GAAP Measures
(Unaudited, in thousands)
2014
2013
28,332
$          
7,376
$                       
(41,263)
           
(105,012)
                   
27,709
            
9,726
                         
19,476
            
2,014
               
3,760
               
5,170
                         
(38,372)
           
6,215
               
3,062
               
1,539
                         
303,336
          
369,189
                    
314,269
          
287,988
                    
125,708
          
115,195
                    
188,561
$        
172,793
$                  
Non-GAAP Pro forma fully distributed income before income taxes
Income tax expense on fully distributed income before income taxes
Non-GAAP Pro Forma Adjusted Fully Distributed Net Income
Acquisition related expenses
Strategic and financial restructuring expenses
Gain on sale of investment
Adjustment to tax receivable agreement liability
Amortization of purchased intangible assets
Net income attributable to noncontrolling interest in Premier LP
Stock-based compensation expense
Year Ended June 30,
Net income attributable to shareholders
Pro forma adjustment for revenue share post-IPO
Income tax expense
PREMIER, INC.
39


Fiscal 2014 and fiscal 2013 non-GAAP reconciliations
2014
2013
Reconciliation of numerator for GAAP EPS to Non-GAAP EPS on Adjusted Fully Distributed Net Income
Net income (loss) attributable to shareholders after  adjustment
of redeemable limited partners' capital to
redemption amount
(2,713,256)
7,376
$          
Adjustment
of
redeemable
limited
partners'
capital
to
redemption
amount
2,741,588
-
Net income (loss) attributable to shareholders
28,332
7,376
Pro forma adjustment for revenue share post-IPO
(41,263)
(105,012)
Income tax expense
27,709
9,726
Stock-based compensation
19,476
Gain on sale of investment
(38,372)
Acquisition related expenses
2,014
Strategic and financial restructuring expenses
3,760
5,170
Adjustment to tax receivable agreement liability
6,215
Amortization of purchased intangible assets
3,062
1,539
Net income attributable to noncontrolling interest in Premier LP
303,336
369,189
Non-GAAP pro forma adjusted fully distributed income before income taxes
314,269
287,988
Income tax expense on fully distributed income before income taxes
125,708
115,195
Non-GAAP pro forma adjusted fully distributed net income
188,561
$   
172,793
$   
Reconciliation of denominator for GAAP EPS to Non-GAAP to Adjusted Fully Distributed Net Income
Weighted Average:
Common shares used for basic and diluted earnings per share
25,633
5,858
Potentially dilutive shares
124
-
Class A common shares outstanding
6,742
26,517
Conversion of Class B common units
112,584
112,608
Weighted average fully distributed shares outstanding -
diluted
145,083
144,983
Reconciliation of GAAP EPS to Adjusted Fully Distributed EPS
GAAP income (loss) per share
$        (105.85)
$              1.26
Impact of adjustment of redeemable limited partners' capital to redemption amount
$         106.96
$                  -
Impact of additions:
Pro forma adjustment for revenue share post-IPO
$            (1.61)
$          (17.93)
Income tax expense
$              1.08
$              1.66
Stock-based compensation
$              0.76
$                  -
Gain on sale of investment
$            (1.50)
$                  -
Acquisition related expenses
$              0.08
$                  -
Strategic and financial restructuring expenses
$              0.15
$              0.88
Adjustment to tax receivable agreement liability
$              0.24
$                  -
Amortization of purchased intangible assets
$              0.12
$              0.26
Net income attributable to noncontrolling interest in Premier LP
$           11.83
$           63.02
Impact of corporation taxes
$            (4.90)
$          (19.66)
Impact of increased share count
$            (6.06)
$          (28.31)
Non-GAAP earnings per share on adjusted fully distributed net income
-
diluted
$             1.30
$             1.19
Reconciliation of Selected Non-GAAP Measures to GAAP Measures
(Unaudited)
(In thousands)
Year Ended
June 30,
Supplemental Financial Information - Reporting of Net Income and Earnings Per Share
PREMIER, INC.
40


Fiscal 2015 and fiscal 2014 non-GAAP reconciliations
PREMIER, INC.
41
2014*
2013*
2014*
2013
Reconciliation of Pro Forma Net Revenue to Net Revenue:
Pro Forma Net Revenue
249,445
$        
208,909
$       
478,753
$      
408,222
$     
Pro forma adjustment for revenue share post-IPO
41,263
Net Revenue
249,445
$        
208,909
$       
478,753
$      
449,485
$     
Net income
65,808
$          
51,477
$         
130,695
$      
164,005
$     
Pro forma adjustment for revenue share post-IPO
(41,263)
Interest and investment income, net
(122)
(21)
(313)
(241)
Income tax expense
4,270
14,284
10,081
15,048
Depreciation and amortization
11,262
9,198
21,570
17,556
Amortization of purchased intangible assets
3,141
755
4,044
1,356
EBITDA
84,359
75,693
166,077
156,461
Stock-based compensation
7,405
6,494
13,844
6,819
Acquisition related expenses
2,267
177
3,545
319
Strategic and financial restructuring expenses
1,183
1,041
1,279
2,881
Adjustment to tax receivable agreement liability
(1,073)
Acquisition
related
adjustment
-
deferred
revenue
3,596
5,661
Other income, net
(2)
(7)
Adjusted EBITDA
98,808
$          
83,405
$         
189,326
$      
166,476
$     
Segment Adjusted EBITDA:
Supply Chain Services
97,342
$          
85,119
$         
188,610
$      
210,599
$     
Pro forma adjustment for revenue share post-IPO
(41,263)
Supply Chain Services
(including pro forma adjustment)
97,342
$          
85,119
$         
188,610
$      
169,336
$     
Performance Services
23,189
17,731
41,551
34,060
Corporate
(21,723)
(19,445)
(40,835)
(36,920)
Adjusted EBITDA
98,808
$          
83,405
$         
189,326
$      
166,476
$     
Depreciation and amortization
(11,262)
(9,198)
(21,570)
(17,556)
Amortization of purchased intangible assets
(3,141)
(755)
(4,044)
(1,356)
Stock-based compensation
(7,405)
(6,494)
(13,844)
(6,819)
Acquisition related expenses
(2,267)
(177)
(3,545)
(319)
Strategic and financial restructuring expenses
(1,183)
(1,041)
(1,279)
(2,881)
Adjustment to tax receivable agreement liability
1,073
Acquisition
related
adjustment
-
deferred
revenue
(3,596)
(5,661)
Equity in net income of unconsolidated affiliates
(4,749)
(4,491)
(9,615)
(8,605)
Deferred compensation plan expense
460
969
65,665
61,249
131,810
128,940
Pro forma adjustment for revenue share post-IPO
41,263
Operating income
65,665
$        
61,249
$       
131,810
$    
170,203
$   
Equity in net income of unconsolidated affiliates
4,749
4,491
9,615
8,605
Interest and investment income, net
122
21
313
241
Other (expense) income, net
(458)
(962)
Income before income taxes
70,078
$        
65,761
$       
140,776
$    
179,053
$   
Three Months Ended
December 31,
Six Months Ended
December 31,
(Unaudited)
(In thousands)
Reconciliation of Selected Non-GAAP Measures to GAAP Measures
and Non-GAAP Adjusted Fully Distributed Net Income
Reconciliation of Net Income to Adjusted EBITDA and Reconciliation of Segment Adjusted EBITDA to Income Before Income Taxes:
Supplemental Financial Information - Reporting of Pro Forma Adjusted EBITDA
(4)
4


Fiscal 2015 and fiscal 2014 non-GAAP reconciliations
PREMIER, INC.
42
2014*
2013*
2014*
2013
Reconciliation of Non-GAAP Pro Forma Adjusted Fully Distributed Net Income:
Net income attributable to shareholders
9,271
$             
6,404
$           
18,544
$        
5,928
$         
Pro forma adjustment for revenue share post-IPO
(41,263)
Income tax expense
4,270
14,284
10,081
15,048
Stock-based compensation
7,405
6,494
13,844
6,819
Acquisition related expenses
2,267
177
3,545
319
Strategic and financial restructuring expenses
1,183
1,041
1,279
2,881
Adjustment to tax receivable agreement liability
(1,073)
Acquisition
related
adjustment
-
deferred
revenue
3,596
5,661
Amortization of purchased intangible assets
3,141
755
4,044
1,356
Net income attributable to noncontrolling interest in Premier LP
55,751
44,916
110,567
158,130
Non-GAAP pro forma adjusted fully distributed income before income taxes
86,884
74,071
166,492
149,218
Income tax expense on fully distributed income before income taxes
34,754
29,628
66,597
59,687
Non-GAAP Pro Forma Adjusted Fully Distributed Net Income
$
$
$        99,895 
$
* Note
that
no
pro
forma
adjustments
were
made
for
the
three
and
six
months
ended
December
31,
2014
and
the
three
months
ended
December
31, 2013; as such, actual results are presented for each of these periods.
Three Months Ended
December 31,
Six Months Ended
December 31,
(Unaudited)
(In thousands)
Reconciliation of Selected Non-GAAP Measures to GAAP Measures
and Non-GAAP Adjusted Fully Distributed Net Income
Supplemental Financial Information - Reporting of Pro Forma Adjusted EBITDA
52,130
44,443    
89,531  


Fiscal 2015 and fiscal 2014 non-GAAP reconciliations
PREMIER, INC.
43
2014
2013
Reconciliation of Non-GAAP Free Cash Flow to Net Cash Provided by Operating Activities:
Net cash provided by operating activities
107,842
$      
131,726
$      
Purchases of property and equipment
(18,051)
(13,720)
Distributions to limited partners
(22,691)
(72,645)
Non-GAAP free cash flow
67,100
$        
45,361
$        
Supplemental Financial Information - Reporting of Non-GAAP Free Cash Flow
Reconciliation of Selected Non-GAAP Measures to GAAP Measures
(Unaudited)
(In thousands)
Three Months Ended
December 31,


Fiscal 2015 and fiscal 2014 non-GAAP reconciliations
PREMIER, INC.
44
2014*
2013*
2014*
2013
Reconciliation of numerator for GAAP EPS to Non-GAAP EPS on Adjusted Fully Distributed Net Income
Net loss attributable to shareholders after adjustment of redeemable limited
partners' capital to redemption amount
(32,979)
$       
(3,713,408)
$
(406,363)
$    
(3,713,884)
Adjustment
of
redeemable
limited
partners'
capital
to
redemption
amount
42,250
3,719,812
424,907
3,719,812
Net income attributable to shareholders
9,271
6,404
18,544
5,928
Pro forma adjustment for revenue share post-IPO
(41,263)
Income tax expense
4,270
14,284
10,081
15,048
Stock-based compensation
7,405
6,494
13,844
6,819
Acquisition related expenses
2,267
177
3,545
319
Strategic and financial restructuring expenses
1,183
1,041
1,279
2,881
Adjustment to tax receivable agreement liability
(1,073)
Acquisition
related
adjustment
-
deferred
revenue
3,596
5,661
Amortization of purchased intangible assets
3,141
755
4,044
1,356
Net income attributable to noncontrolling interest in Premier LP
55,751
44,916
110,567
158,130
Non-GAAP pro forma adjusted fully distributed income before income taxes
86,884
74,071
166,492
149,218
Income tax expense on fully distributed income before income taxes
34,754
29,628
66,597
59,687
Non-GAAP pro forma adjusted fully distributed net income
52,130
$       
44,443
$     
99,895
$      
89,531
$      
Reconciliation of denominator for GAAP EPS to Non-GAAP Adjusted Fully Distributed Net Income
Weighted Average:
Common shares used for basic and diluted earnings per share
35,589
32,375
33,965
19,001
Potentially dilutive shares
948
110
785
58
Class A common shares outstanding
-
-
-
13,374
Conversion of Class B common units
108,674
112,608
110,396
112,608
Weighted
average
fully
distributed
shares
outstanding
-
diluted
145,211
145,093
145,146
145,041
Reconciliation of GAAP EPS to Adjusted Fully Distributed EPS
GAAP loss per share
$      (0.93)
$    (114.70)
$        (11.96)
$     (195.46)
Impact of adjustment of redeemable limited partners' capital to redemption amount
$       1.19
$      114.90
$          12.51
$      195.77
Impact of additions:
Pro forma adjustment for revenue share post-IPO
$           -
$                -
$                  -
$         (2.17)
Income tax expense
$       0.12
$          0.44
$            0.30
$           0.79
Stock-based compensation
$       0.21
$          0.20
$            0.41
$           0.36
Acquisition related expenses
$       0.06
$          0.01
$            0.10
$           0.02
Strategic and financial restructuring expenses
$       0.03
$          0.03
$            0.04
$           0.15
Adjustment to tax receivable agreement liability
$            -
$                -
$           (0.03)
$                 -
Acquisition
related
adjustment
-
deferred
revenue
$       0.10
$                -
$            0.17
$                 -
Amortization of purchased intangible assets
$       0.09
$          0.02
$            0.12
$           0.07
Net income attributable to noncontrolling interest in Premier LP
$       1.57
$          1.39
$            3.25
$           8.32
Impact of corporation taxes
$      (0.98)
$         (0.92)
$           (1.96)
$          (3.14)
Impact of increased share count
$      (1.11)
$         (1.07)
$           (2.26)
$          (4.09)
Non-GAAP
earnings
per
share
on
adjusted
fully
distributed
net
income
-
diluted
$       0.36
$           0.31
$            0.69
$           0.62
* Note
that
no
pro
forma
adjustments
were
made
for
the
three
and
six
months
ended
December
31,
2014
and
the
three
months
ended
December
31,
2013; as such, actual results are presented for each of these periods.
Three Months Ended
December 31,
Six Months Ended
December 31,
Supplemental Financial Information -
Reporting of Net Income and Earnings Per Share
(Unaudited)
(In thousands, except per share data)
Reconciliation of Selected Non-GAAP Measures to GAAP Measures