Form 8-K - Current report
10 January 2024 - 6:00AM
Edgar (US Regulatory)
false 0001577916 0001577916 2024-01-09 2024-01-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 9, 2024
Premier, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36092 |
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35-2477140 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
13034 Ballantyne Corporate Place
Charlotte, NC 28277
(Address of principal executive offices) (Zip Code)
(704) 357-0022
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Class A Common Stock, $0.01 Par Value |
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PINC |
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NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. |
Regulation FD Disclosure |
Premier, Inc. (the “Company”) is scheduled to present at the J.P. Morgan Healthcare Conference in San Francisco, California on Tuesday, January 9, 2024, at 11:15 a.m. PST (2:15 p.m. EST). The presentation and subsequent question and answer session will be audio webcast live through the Company’s investor relations website page at www.investors.premierinc.com under Events and Presentations, where presentation slides also will be made available. A webcast replay will be archived on the Company’s website for approximately 30 days.
Pursuant to Regulation FD, the Company hereby furnishes the presentation materials attached as Exhibit 99.1 to this Current Report on Form 8-K, which information is incorporated into this Item 7.01 by this reference. A related press release announcing the Company’s participation in the conference is also attached as Exhibit 99.2 to this Current Report on Form 8-K, which information is incorporated into this Item 7.01 by this reference.
The information in this Current Report on Form 8-K under this Item 7.01, as well as Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing. The furnishing of this report is not intended to constitute a determination by the registrant that the information is material or that the dissemination of the information is required by Regulation FD.
The information included in this Current Report on Form 8-K and the exhibits hereto will not be deemed an admission as to the materiality of any such information.
Item 9.01. |
Financial Statements and Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Premier, Inc. |
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By: |
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/s/ Michael J. Alkire |
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Name: |
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Michael J. Alkire |
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Title: |
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President and Chief Executive Officer |
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Date: January 9, 2024 |
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42nd Annual J.P. Morgan Healthcare
Conference Michael J. Alkire, President and CEO Craig McKasson, Chief Administrative and Financial Officer January 9, 2024 Exhibit 99.1
Forward-Looking Statements and
Non-GAAP Financial Measures Forward-looking statements – Statements made in this presentation and the accompanying webcast that are not statements of historical or current facts, such as those related to our ability to advance our long-term
strategies, our expected future business and financial performance, our ability to develop innovations that address the evolving healthcare and macro-economic trends in supply chain and staffing, our ability to develop new and improved solutions
using technology and artificial intelligence that address the evolving needs of our member healthcare providers, the impact of our investments in adjacent markets businesses, our future organic growth and acquisition strategies, our expected
effective income tax rate, the potential for future payment of dividends, our evaluation of strategic alternatives, and the potential for future share repurchase programs, are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different
from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,”
“estimates,” “intends,” “remains committed to,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier’s beliefs
and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside Premier’s control. More information on potential factors that could affect Premier’s financial
results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of Premier’s periodic and current filings with the SEC, including those discussed under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” section of Premier’s Form 10-K for the
year ended June 30, 2023, as well as Premier’s Form 10-Q for the quarter ended September 30, 2023. Premier’s periodic and current filings with the SEC are available on the company’s website at investors.premierinc.com.
Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date,
or otherwise. Non-GAAP financial measures – During the webcast that accompanies this presentation, we may refer to certain “adjusted” and other “non-GAAP” financial measures as defined in Regulation G under the
Securities Exchange Act of 1934. These measures are not in accordance with, or an alternative to, GAAP. You should carefully read Premier’s earnings releases and periodic and current filings with the SEC for reconciliations of our non-GAAP
financial measures to the most directly comparable GAAP financial measures, definitions of our non-GAAP financial measures, and further explanation and disclosure regarding our use of non-GAAP financial measures and such information should be read
in conjunction with this presentation. These materials are available on the company’s website at investors.premierinc.com.
Through collaboration with our member
healthcare providers, customers and other stakeholders, and by leveraging technology-enabled solutions and supply chain capabilities, we help improve the delivery of healthcare while effectively reducing costs. Premier, Inc. A Purpose-Driven
Healthcare Improvement Company
A Highly Differentiated Business Model
Large member base 4,350+ U.S. hospitals and health systems ~300,000 other providers and organizations Capture $83 billion+ in supply chain spend Nearly 90% of health system members view Premier as an important strategic partner or extension of their
organization Strategic and collaborative member relationships built on trust Data on more than 1 billion individual encounters from more than 1,000 geographically diverse hospitals Comprehensive and scalable technology and services platform
powered by one of broadest and deepest data sets in healthcare industry Health systems / hospitals Non-acute providers Physicians Employers Payers Life science companies Suppliers Other non-healthcare customers (e.g., education)
Delivering meaningful insights and solutions to multiple markets Access to over 45% of U.S. hospital discharges
Delivering Innovative Solutions to
Drive Growth Direct sourcing business that drives meaningful cost savings in key shortage areas and improves domestic production as well as supply chain efficiencies, resiliency and transparency Proprietary suite of AI-enabled clinical, margin
improvement and value-based care technology solutions Direct-to-employer contracting platform connecting self-insured employers and providers Supply chain-focused digital invoicing and payments platform Group Purchasing Organization Collective
purchasing power designed to lower non-labor costs without sacrificing outcomes across acute, non-acute and non-healthcare segments Large-Scale Provider Network Supply Chain Services Performance Services
Recent Awards and Recognition U.S
..News & World Report One of the Best Companies to Work For in 2023-2024 Newsweek has recognized Premier as being one of America’s Greatest Workplaces for Diversity for 2024 2023 World’s Most Ethical Companies® Honoree by
Ethisphere® Institute – 16th Consecutive Year 2023 Best in KLAS for Value-Based Care Consulting 2023 Achievers 50 Most Engaged Workplaces 2022 BWB Awards winner for innovative use of technology-enabled healthcare solutions in Digital
Medicine category – PINC AI Applied Sciences, AstraZeneca and Clinithink Charlotte Business Journal Public Company CFO of the Year – Craig McKasson Healthiest Employers® Hall of Fame for 2023
Multi-Lever Growth Strategy Supported
by Strong Foundation Strong, stable cash flow supports investments in growth and potential for return of capital to stockholders Comprehensive technology and services platform Innovation driven by strength of member network, diverse capabilities,
robust data, acquisitions and talent Highly engaged culture Grow and deepen relationships Strengthen and build capabilities Create and deliver innovative solutions Expand into adjacent and non-healthcare markets Four-Pillar Growth
Strategy
Advancing Multi-Year Growth Strategy
Strengthen and build capabilities Create and deliver innovative solutions Expand into adjacent and non-healthcare markets Grow and deepen relationships Acquired 100 Top Hospitals program to enhance PINC AI suite of capabilities Launched Contigo
Health ConfigureNet Out-of-Network WrapTM Capturing more member purchasing spend in acute and non-acute, or “Continuum of Care,” GPO programs Launched PINC AI Supply Chain Disruption Manager to aid in predicting product shortage with
over 90% accuracy Launched Premier SmartPOTM, a cost-saving digital purchasing platform designed for Continuum of Care providers Produced adjacent markets revenue growth of over 20% in FY2023 vs. FY2022 Continue to expand PINC AI™ Applied
Sciences partnerships with pharmaceutical, medical device and diagnostics customers Continue to focus on growing number of members and other customers and expanding existing relationships Collaborating and co-investing with healthcare providers and
suppliers to improve domestic manufacturing and supply chain resiliency
Strong Financial Position with
Balanced Approach to Capital Deployment Board and management team are evaluating strategic alternatives to unlock value Completed sale of non-healthcare GPO operations for approximately $800 million* in cash Generate significant, stable cash flow
Strong and flexible balance sheet Balanced capital deployment approach Reinvestment in organic growth Disciplined acquisitions and investments to support strategic goals Return of capital to stockholders Q1 FY2024 cash dividend of $25.8 million
FY2023 cash dividends of ~$100.2 million *Subject to certain post-closing purchase price adjustments.
Well-Positioned for Sustainable,
Multi-Year Growth Established industry leader operating in critical and growing markets Long-standing strategic and collaborative member relationships Leveraging comprehensive and scalable technology and services platform Providing differentiated
healthcare solutions Executing focused, multi-year growth strategy Driving innovation and performance through highly engaged culture Maintaining strong financial position with balanced approach to capital deployment Making a Premier
Impact
Exhibit 99.2
Premier, Inc. to Participate in J.P. Morgan Healthcare
Conference on January 9, 2024
CHARLOTTE, NC, Jan. 4, 2024 Premier, Inc. (NASDAQ: PINC), a leading technology-driven healthcare improvement company, today announced that
members of its management team will participate in the J.P. Morgan Healthcare Conference on Tuesday, Jan. 9, 2024. The companys formal presentation will begin at 11:15 a.m. PST (2:15 p.m. EST) and will include a
question-and-answer session with the host analyst immediately following the conclusion of its presentation.
A link to the live audio webcast, as well as a replay of this event, will be available in the Investors section of the companys website at
www.investors.premierinc.com under Events and Presentations.
About Premier, Inc.
Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,350 U.S. hospitals and health systems and
approximately 300,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost.
Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients
nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premiers news and investor sites on www.premierinc.com, as well as X, Facebook, LinkedIn, YouTube, Instagram and
Premiers blog for more information about the company.
Contacts:
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Investor contact: |
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Media contact: |
Ben Krasinski |
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Amanda Forster |
Senior Director, Investor Relations |
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Vice President, Public Relations |
704.816.5644 |
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202.879.8004 |
ben_krasinski@premierinc.com |
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amanda_forster@premierinc.com |
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