Premier, Inc. (NASDAQ:PINC) Files An 8-K Regulation FD Disclosure

Premier, Inc. (NASDAQ:PINC) Files An 8-K Regulation FD Disclosure

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Item7.01.

Regulation FD Disclosure.

Premier, Inc. (the Company) hosted its 2017 Investor Day on
May24, 2017 at Le Parker Meridien in New York City. The Investor
Day was by invitation only. The event was audio webcast live
through the Investor Relations page on the Companys website at
investors.premierinc.com. A webcast replay will be archived on
the Companys website for at least twelve months.

to Regulation FD, the Company hereby furnishes the Investor Day
presentation materials and a transcript of the audio webcast
attached as Exhibit 99.1 and Exhibit 99.2, respectively, 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 event and the audio webcast was issued on May10,
2017.

****

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 Section18 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 bythe 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
any exhibits hereto will not be deemed an admission as to the
materiality of any such information.

Use and Definition of Non-GAAP Financial
Measures

The financial data contained in the presentation materials
attached hereto as Exhibit99.1 and referred to in the transcript
attached hereto as Exhibit 99.2 includes financial measures that
are not calculated in accordance with generally accepted
accounting principles (Non-GAAP), including EBITDA, Adjusted
EBITDA, Segment Adjusted EBITDA, Adjusted Fully Distributed Net
Income, Adjusted Fully Distributed Earnings per Share and Free
Cash Flow, each as defined below.

The Company defines EBITDA as net income before interest and
investment income, net, income tax expense, depreciation and
amortization and amortization of purchased intangible assets. The
Company defines Adjusted EBITDA as EBITDA before merger and
acquisition related expenses and non-recurring, non-cash or
non-operating
items and including equity in net income of unconsolidated
affiliates. For all Non-GAAP financial measures, the Company
considers non-recurring items to be income or expenses and other
items that have not been earned or incurred within the prior two
years and are not expected to recur within the next two years.
Such items include certain strategic and financial restructuring
expenses. Non-operating items include gain or loss on the
disposal of assets and interest and investment income or
expense.

The Company
defines Segment Adjusted EBITDA as the segments 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,
and including equity in net income of unconsolidated affiliates.
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.

The Company
defines Adjusted Fully Distributed Net Income as net income
attributable to the Company (i)excluding income tax expense,
(ii)excluding the impact of adjustment of redeemable limited
partners capital to redemption amount, (iii)excluding the effect
of nonrecurring and non-cash items, (iv)assuming the exchange of
all the ClassB common units into shares of ClassA common stock,
which results in the elimination of non-controlling interest in
Premier Healthcare Alliance, L.P. and (v)reflecting an adjustment
for income tax expense on Non-GAAP

fully distributed
net income before income taxes at the Companys estimated
effective income tax rate. The Company defines Adjusted Fully
Distributed Earnings per Share as Adjusted Fully Distributed Net
Income divided by diluted weighted average shares.

The Company
defines Free Cash Flow as net cash provided by operating
activities less distributions and tax receivable agreement
payments to limited partners and purchases of property and
equipment. Free Cash Flow does not represent discretionary cash
available for spending as it excludes certain contractual
obligations such as debt repayments.

Adjusted EBITDA
and Free Cash Flow are supplemental financial measures used by
the Company and by external users of its financial statements and
are considered to be indicators of the operational strength and
performance of the Companys business. Adjusted EBITDA and Free
Cash Flow measures allow the Company to assess its performance
without regard to financing methods and capital structure and
without the impact of other matters that the Company does not
consider indicative of the operating performance of its business.
More specifically, Segment Adjusted EBITDA is the primary
earnings measure the Company uses to evaluate the performance of
its business segments.

The Company uses
Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Fully
Distributed Net Income and Adjusted Fully Distributed Earnings
per Share to facilitate a comparison of its operating performance
on a consistent basis from period to period that, when viewed in
combination with the Companys results prepared in accordance with
GAAP, provides a more complete understanding of factors and
trends affecting its business. The Company believes Adjusted
EBITDA and Segment Adjusted EBITDA assist its board of directors,
management and investors in comparing the Companys operating
performance on a consistent basis from period to period because
they remove the impact of the Companys asset base (primarily
depreciation and amortization) and items outside the control of
its management team, e.g. taxes, as well as other non-cash (such
as impairment of intangible assets, purchase accounting
adjustments and stock-based compensation) and non-recurring items
(such as strategic and financial restructuring expenses), from
the Companys operations. The Company believes Adjusted Fully
Distributed Net Income and Adjusted Fully Distributed Earnings
per Share assist its board of directors, management and investors
in comparing its net income and earnings per share on a
consistent basis from period to period because these measures
remove non-cash (such as impairment of intangible assets,
purchase accounting adjustments and stock-based compensation) and
non-recurring items (such as strategic and financial
restructuring expenses), and eliminate the variability of
non-controlling interest that results from member owner exchanges
of ClassB common units into shares of ClassA common stock. The
Company believes Free Cash Flow is an important measure because
it represents the cash that the Company generates after payment
of tax distributions to limited partners and 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. Free Cash Flow allows the
Company to enhance stockholder value through acquisitions,
partnerships, joint ventures, investments in related businesses
and debt reduction.

Despite the
importance of these Non-GAAP financial measures in analyzing the
Companys business, determining compliance with certain financial
covenants in its Credit Facility, measuring and determining
incentive compensation and evaluating its operating performance
relative to competitors, EBITDA, Adjusted EBITDA, Segment
Adjusted EBITDA, Adjusted Fully Distributed Net Income, Adjusted
Fully Distributed Earnings per Share and Free Cash Flow are not
measurements of financial performance under GAAP, may have
limitations as analytical tools and should not be considered in
isolation from, or as an alternative to, net income, net cash
provided by operating activities, or any other measure of the
Companys performance derived in accordance with GAAP.

Some of the
limitations of EBITDA, Adjusted EBITDA and Segment Adjusted
EBITDA include that they do not reflect: the Companys capital
expenditures or its future requirements for capital expenditures
or contractual commitments; changes in, or cash requirements for,
its working capital needs; the interest expense or the cash
requirements to service interest or principal payments under its
Credit Facility; income tax payments the Company is required to
make; and any cash requirements for replacements of assets being
depreciated or amortized.

In addition,
EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA and Free Cash
Flow are not measures of liquidity under GAAP, or otherwise, and
are not alternatives to cash flows from operating activities.
Some of the limitations of Adjusted Fully Distributed Net Income
and Adjusted Fully Distributed Earnings per Share are that they
do not reflect income tax expense or income tax payments the
Company is required to make. In addition, Adjusted Fully
Distributed Net Income and Adjusted Fully Distributed Earnings
per Share are not measures of profitability under GAAP.

The Company urges
investors to review the reconciliation of these non-GAAP measures
included in the Appendix to Exhibit99.1 of this Form8-K and in
the Companys Quarterly Report on Form10-Q for the quarter ended
March31, 2017 (Form10-Q), filed with the United States Securities
and Exchange Commission (the SEC).To properly and prudently
evaluate the Companys business, investors should review (i)the
unaudited consolidated financial statements and related notes
included in the Form10-Q, (ii)the audited consolidated financial
statements and related notes included in the Companys Annual
Report on Form 10-K for the year ended June30, 2017, filed with
the SEC, and (iii)the future periodic and current reports the
Company files with the SEC, and investors should not rely on any
single financial measure to evaluate the Companys business.In
addition, because EBITDA, Adjusted EBITDA, Segment Adjusted
EBITDA, Adjusted Fully Distributed Net Income, Adjusted Fully
Distributed Earnings per Share and Free Cash Flow are susceptible
to varying calculations, such Non-GAAP financial measures, as
presented in the presentation materials, may differ from, and may
therefore not be comparable to, similarly titled measures used by
other companies.

Non-recurring and non-cash
items excluded in the Companys calculation of Adjusted EBITDA,
Segment Adjusted EBITDA and Adjusted Fully Distributed Net Income
consist of stock-based compensation, strategic and financial
restructuring expenses, adjustments to tax receivable agreement
liabilities, enterprise resource planning (ERP) implementation
expenses and acquisition related adjustment –
revenue.

Forward-Looking
Statements

Statements made in the
presentation materials attached hereto as Exhibit99.1 and in the
transcript attached hereto as Exhibit 99.2 that are not
statements of historical or current facts, such as those related
to the Companys financial and business outlook, impact of
evolving healthcare environment, strategy and growth drivers,
member retention rates and revenue visibility, anticipated member
renewals of GPO participation agreements, cross and upsell
opportunities, acquisition activities and pipeline, revenue
available under contract, 2017 financial guidance and related
assumptions, and 2018 preliminary financial outlook and related
assumptions, 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 the Company to be
materially different from historical results or from any future
results or projections expressed or implied by such
forward-looking statements. Accordingly, readers should not place
undue reliance on any forward looking statements. In addition to
statements that explicitly describe such risks and uncertainties,
readers are urged to consider statements in the conditional or
future tenses or that include terms such as believes, belief,
expects, estimates, intends, anticipates or plans to be uncertain
and forward-looking. Forward-looking statements may include
comments as to the Companys beliefs and expectations as to future
financial performance, events and trends affecting its business
and are necessarily subject to uncertainties, many of which are
outside the Companys control.More information on potential
factors that could affect the Companys financial results is
included from time to time in the Cautionary Note Regarding
Forward-Looking Statements, Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations sections of the Companys periodic and current filings
with the SEC and made available on the Companys website at
investors.premierinc.com.Forward looking statements speak
only as of the date they are made, and the Company 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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Premier, Inc. Presentation Materials, dated May24, 2017
99.2 Transcript of the audio webcast of Premier, Inc., dated
May24, 2017


About Premier, Inc. (NASDAQ:PINC)

Premier, Inc. is a healthcare improvement company. The Company is uniting an alliance of approximately 3,750 United States hospitals and more than 130,000 other provider organizations to transform healthcare. The Company operates healthcare group purchasing organizations and also provides integrated data and analytics, supply chain solutions, advisory services, performance improvement collaborative and other services. The Company plays a role in the healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide.

Premier, Inc. (NASDAQ:PINC) Recent Trading Information

Premier, Inc. (NASDAQ:PINC) closed its last trading session down -0.17 at 34.52 with 231,382 shares trading hands.

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