Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | ||
Sep. 30, 2013 | Nov. 11, 2013 | Nov. 11, 2013 | |
Class A Common Stock | Class B Common Stock | ||
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'PREMIER, INC. | ' | ' |
Entity Central Index Key | '0001577916 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 32,374,751 | 112,607,832 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Assets | ' | ' |
Cash | $1 | $1 |
Cash and cash equivalents | 1 | 1 |
Other assets | 126,776 | 0 |
Total assets | 126,777 | 1 |
Stockholder's Equity | ' | ' |
Preferred stock | 0 | 0 |
Additional paid-in capital | 325,066 | 0 |
Accumulated deficit/Retained earnings | -198,290 | 0 |
Total stockholder's equity | 126,777 | 1 |
Class A Common Stock | ' | ' |
Stockholder's Equity | ' | ' |
Common stock | 1 | 1 |
Class B Common Stock | ' | ' |
Stockholder's Equity | ' | ' |
Common stock | 0 | 0 |
Premier Healthcare Solutions, Inc. | ' | ' |
Assets | ' | ' |
Cash and cash equivalents | 75,351,000 | 198,296,000 |
Marketable securities | 57,500,000 | 57,323,000 |
Accounts receivable, net | 61,968,000 | 62,162,000 |
Inventories - finished goods | 13,029,000 | 12,741,000 |
Prepaid expenses and other current assets | 34,576,000 | 25,466,000 |
Due from related party | 788,000 | 1,650,000 |
Deferred tax assets | 7,691,000 | 8,403,000 |
Total current assets | 250,903,000 | 366,041,000 |
Investments | 10,773,000 | 6,676,000 |
Property and equipment, net | 119,538,000 | 115,587,000 |
Restricted cash | 5,000,000 | 5,000,000 |
Deferred tax assets | 13,328,000 | 15,077,000 |
Goodwill | 84,626,000 | 61,410,000 |
Intangible assets, net | 9,262,000 | 4,292,000 |
Other assets | 28,410,000 | 24,833,000 |
Total assets | 521,840,000 | 598,916,000 |
Liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | ' | ' |
Accounts payable | 16,899,000 | 21,788,000 |
Accrued expenses | 25,486,000 | 28,883,000 |
Revenue share obligations | 5,085,000 | 10,532,000 |
Accrued compensation and benefits | 22,374,000 | 51,359,000 |
Deferred revenue | 17,492,000 | 18,880,000 |
Current portion of notes payable | 7,438,000 | 4,441,000 |
Current portion of lines of credit | 60,000,000 | 7,708,000 |
Other current liabilities | 2,402,000 | 1,557,000 |
Total current liabilities | 157,176,000 | 145,148,000 |
Notes payable, less current portion | 20,293,000 | 22,468,000 |
Lines of credit, less current portion | 11,508,000 | 0 |
Deferred compensation plan obligations | 27,653,000 | 24,081,000 |
Deferred rent | 15,841,000 | 15,779,000 |
Other long-term liabilities | 5,387,000 | 6,037,000 |
Total liabilities | 237,858,000 | 213,513,000 |
Commitments and contingencies (Note 15) | ' | ' |
Redeemable limited partners' capital | 207,066,000 | 307,635,000 |
Stockholder's Equity | ' | ' |
Common stock | 56,000 | 57,000 |
Additional paid-in capital | 28,503,000 | 28,866,000 |
Common stock subscribed, 0 and 23,266 shares at September 30, 2013 and June 30, 2013, respectively | 0 | 300,000 |
Subscriptions receivable | 0 | -300,000 |
Accumulated deficit/Retained earnings | 50,321,000 | 50,599,000 |
Noncontrolling interest | -1,964,000 | -1,754,000 |
Total stockholder's equity | 76,916,000 | 77,768,000 |
Total liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | 521,840,000 | 598,916,000 |
Premier Healthcare Solutions, Inc. | Series A Preferred Stock | ' | ' |
Stockholder's Equity | ' | ' |
Preferred stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Class B Common Stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Premier Healthcare Solutions, Inc. | ' | ' |
Allowance for doubtful accounts | $732 | $671 |
Accumulated depreciation | 161,440 | 153,446 |
Accumulated amortization | $17,839 | $17,238 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 12,250,000 | 12,250,000 |
Common stock, shares issued | 5,626,784 | 5,653,390 |
Common stock, shares outstanding | 5,626,784 | 5,653,390 |
Common stock, shares subscribed | 0 | 23,266 |
Premier Healthcare Solutions, Inc. | Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | |||
Operating expenses: | ' | ' | ||
Selling, general and administrative | $325,066 | ' | ||
Income (loss) before income taxes | -325,066 | ' | ||
Income tax expense (benefit) | -126,776 | ' | ||
Net income (loss) | -198,290 | ' | ||
Weighted average shares outstanding - basic and diluted | 100 | ' | ||
(Loss) earnings per share - basic and diluted (in dollars per share) | ($1,982.90) | ' | ||
Premier Healthcare Solutions, Inc. | ' | ' | ||
Net revenue: | ' | ' | ||
Net administrative fees | 143,576,000 | 117,489,000 | ||
Other services and support | 53,252,000 | 48,147,000 | ||
Services | 196,828,000 | 165,636,000 | ||
Products | 43,748,000 | 32,930,000 | ||
Net revenue | 240,576,000 | 198,566,000 | ||
Cost of revenue: | ' | ' | ||
Services | 27,488,000 | 24,080,000 | ||
Products | 40,038,000 | 30,152,000 | ||
Cost of revenue | 67,526,000 | 54,232,000 | ||
Gross profit | 173,050,000 | 144,334,000 | ||
Operating expenses: | ' | ' | ||
Selling, general and administrative | 62,318,000 | 55,732,000 | ||
Research and development | 852,000 | 3,638,000 | ||
Amortization of purchased intangible assets | 601,000 | 385,000 | ||
Operating expenses | 63,771,000 | 59,755,000 | ||
Operating income | 109,279,000 | 84,579,000 | ||
Equity in net income of unconsolidated affiliates | 4,114,000 | [1] | 2,781,000 | [1] |
Interest and investment income, net | 220,000 | 224,000 | ||
Gain on disposal of assets | 4,000 | 0 | ||
Other income, net | 4,338,000 | 3,005,000 | ||
Income (loss) before income taxes | 113,617,000 | 87,584,000 | ||
Income tax expense (benefit) | 891,000 | 2,517,000 | ||
Net income (loss) | 112,726,000 | 85,067,000 | ||
Add: Net loss attributable to noncontrolling interest in SVS, LLC | 210,000 | 305,000 | ||
Less: Net income attributable to noncontrolling interest in Premier LP | -113,214,000 | -83,116,000 | ||
Net income attributable to noncontrolling interest | -113,004,000 | -82,811,000 | ||
Net (loss) income attributable to parent | ($278,000) | $2,256,000 | ||
Weighted average shares outstanding - basic and diluted | 5,627,000 | 6,090,000 | ||
(Loss) earnings per share - basic and diluted (in dollars per share) | ($0.05) | $0.37 | ||
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, LLC ("Innovatix"), a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade, all of which is included in the supply chain services segment. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Net income | ($198,290) | ' |
Premier Healthcare Solutions, Inc. | ' | ' |
Net income | 112,726,000 | 85,067,000 |
Net unrealized gain on marketable securities | 26,000 | 102,000 |
Total comprehensive income | 112,752,000 | 85,169,000 |
Less: Comprehensive income attributable to noncontrolling interest | -113,030,000 | -82,913,000 |
Comprehensive (loss) income attributable to PHSI | ($278,000) | $2,256,000 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Premier Healthcare Solutions, Inc., USD $) | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. |
In Thousands, unless otherwise specified | USD ($) | Common Stock [Member] | Additional Paid-in Capital | Common Stock Subscribed [Member] | Subscriptions Receivable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning balance at Jun. 30, 2013 | $77,768 | $57 | $28,866 | $300 | ($300) | $50,599 | ($1,754) |
Beginning balance (in shares) at Jun. 30, 2013 | ' | 5,653 | ' | 23 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock | -664 | -1 | -663 | ' | ' | ' | ' |
Repurchase of common stock (in shares) | ' | -49 | ' | ' | ' | ' | ' |
Payment on stock subscriptions | 300 | ' | 300 | -300 | 300 | ' | ' |
Payment on stock subscriptions (in shares) | ' | 23 | ' | -23 | ' | ' | ' |
Net loss | -278 | ' | ' | ' | ' | -278 | ' |
Net loss attributable to noncontrolling interest in SVS, LLC | -210 | ' | ' | ' | ' | ' | -210 |
Ending balance at Sep. 30, 2013 | $76,916 | $56 | $28,503 | $0 | $0 | $50,321 | ($1,964) |
Ending balance (in shares) at Sep. 30, 2013 | ' | 5,627 | ' | 0 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | |||
Operating activities | ' | ' | ||
Net income (loss) | ($198,290) | ' | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ||
Stock-based compensation expense | 325,066 | ' | ||
Changes in operating assets and liabilities: | ' | ' | ||
Change in other current assets | -126,776 | ' | ||
Net cash provided by operating activities | 0 | ' | ||
Financing activities | ' | ' | ||
Distributions to limited partners of Premier LP | 11,800,000 | ' | ||
Cash and cash equivalents at beginning of year | 1 | ' | ||
Cash and cash equivalents at end of year | 1 | ' | ||
Premier Healthcare Solutions, Inc. | ' | ' | ||
Operating activities | ' | ' | ||
Net income (loss) | 112,726,000 | 85,067,000 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ||
Depreciation and amortization | 8,957,000 | 6,775,000 | ||
Equity in net income of unconsolidated affiliates | -4,114,000 | [1] | -2,781,000 | [1] |
Deferred taxes | 2,461,000 | 1,059,000 | ||
Amortization of discounts on investments, net | 26,000 | 5,000 | ||
Gain on disposal of assets | -4,000 | 0 | ||
Changes in operating assets and liabilities: | ' | ' | ||
Accounts receivable, inventories, prepaid expenses and other current assets | -11,277,000 | -1,481,000 | ||
Other assets | -10,000 | -3,480,000 | ||
Accounts payable, accrued expenses and other current liabilities | -44,205,000 | -33,208,000 | ||
Long-term liabilities | -590,000 | 5,380,000 | ||
Net cash provided by operating activities | 63,970,000 | 57,336,000 | ||
Investing activities | ' | ' | ||
Purchase of marketable securities | -19,151,000 | -6,522,000 | ||
Proceeds from sale of marketable securities | 18,974,000 | 46,977,000 | ||
Acquisition of SYMMEDRx, net of cash acquired | -28,740,000 | 0 | ||
Distributions received on equity investment | 0 | 3,235,000 | ||
Purchases of property and equipment | -12,299,000 | -12,255,000 | ||
Net cash (used in) provided by investing activities | -41,216,000 | 31,435,000 | ||
Financing activities | ' | ' | ||
Payments made on notes payable | -1,475,000 | -2,200,000 | ||
Proceeds from lines of credit | 63,800,000 | 2,070,000 | ||
Proceeds from issuance of common stock | 300,000 | 0 | ||
Distributions to limited partners of Premier LP | -208,324,000 | -182,613,000 | ||
Net cash used in financing activities | -145,699,000 | -182,743,000 | ||
Net decrease in cash and cash equivalents | -122,945,000 | -93,972,000 | ||
Cash and cash equivalents at beginning of year | 198,296,000 | 140,822,000 | ||
Cash and cash equivalents at end of year | 75,351,000 | 46,850,000 | ||
Supplemental schedule of noncash investing and financing activities: | ' | ' | ||
Issuance of limited partnership interest for notes receivable | 7,860,000 | 2,120,000 | ||
Payable to member owners incurred upon repurchase of ownership interest | 1,652,000 | 2,315,000 | ||
Reduction in redeemable limited partners' capital to reduce outstanding receivable | 28,009,000 | 101,000 | ||
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | $6,186,000 | $3,677,000 | ||
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, LLC ("Innovatix"), a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade, all of which is included in the supply chain services segment. |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Sep. 30, 2013 | |
Schedule of Organization [Line Items] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION | |
Premier, Inc. is a holding company and was incorporated in the state of Delaware on May 14, 2013 for the sole purpose of becoming the managing member of Premier Services, LLC. Premier Services, LLC will act as the general partner of Premier Healthcare Alliance, L.P. ("Premier LP") upon completion of the initial public offering ("IPO") and Reorganization. | |
Basis of Presentation and Use of Estimates | |
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. Premier, Inc. believes that all disclosures are adequate to make the information presented not misleading and should be read in conjunction with the financial statements and related footnotes contained in the prospectus, dated September 25, 2013, filed with the SEC (the "Prospectus"). | |
The preparation of Premier, Inc.'s financial statements requires management to make estimates and judgments that affect the reported amounts of assets and expenses and related disclosure of contingent assets and liabilities. Estimates are evaluated on an ongoing basis. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. | |
Premier Healthcare Solutions, Inc. | ' |
Schedule of Organization [Line Items] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION | |
Organization | |
Premier Healthcare Solutions, Inc. ("PHSI" or the "Company") is a for-profit Delaware corporation owned by hospitals, health systems and other healthcare organizations (owners of PHSI are referred to herein as "member owners") located in the United States. The Company, together with its subsidiaries and affiliates, is a national healthcare alliance that unites hospitals, health systems, physicians and other healthcare providers to improve and innovate in the clinical, financial and operational areas of their business to meet the demands of a rapidly evolving healthcare industry. | |
The Company's business model and solutions are designed to provide its members access to scale efficiencies, spread the cost of their development, derive intelligence from the Company's data warehouse, mitigate the risk of innovation and disseminate best practices that will help its member organizations succeed in their transformation to higher quality and more cost-effective healthcare. | |
The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: supply chain services and performance services. The supply chain services segment includes one of the largest healthcare GPO's in the United States, a specialty pharmacy and direct sourcing activities. The performance services segment includes one of the largest informatics and advisory services businesses in the United States focused on healthcare providers. The Company's software as a service ("SaaS") informatics products utilize its comprehensive data set to provide actionable intelligence to its members, enabling them to benchmark, analyze and identify areas of improvement across three main categories: cost management, quality and safety and population health management. This segment also includes the Company's technology-enabled performance improvement collaboratives, advisory services and insurance services. | |
Basis of Presentation and Consolidation | |
The Company, through its wholly owned subsidiary Premier Plans, LLC ("Premier Plans"), holds a 1% controlling general partner interest in and, as a result, consolidates the financial statements of Premier Purchasing Partners, L.P. ("Premier LP"). The limited partners' 99% ownership of Premier LP is reflected as redeemable limited partners' capital in the Company's consolidated balance sheets and their proportionate share of income in Premier LP is reflected within net income attributable to noncontrolling interest in Premier LP in the Company's consolidated statements of income and within comprehensive income attributable to noncontrolling interest in the consolidated statements of comprehensive income. | |
The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. The Company believes that all disclosures are adequate to make the information presented not misleading and should be read in conjunction with the consolidated financial statements and related footnotes contained in the Prospectus. | |
The Company has reclassified certain prior period amounts to be consistent with the current period presentation. | |
Use of Estimates in the Preparation of Financial Statements | |
The preparation of the Company's consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Estimates are evaluated on an ongoing basis, including allowances for doubtful accounts, useful lives of property and equipment, values of investments not publicly traded, the valuation allowance on deferred tax assets and the fair value of purchased intangible assets and goodwill. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
STOCKHOLDERS' EQUITY | |
Premier, Inc. has been capitalized with the issuance of 100 shares of Class A common stock with a par value of $0.01 per share for a total of $1.00. | |
Holders of Class A common stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) to receive dividends, when and if declared by the board of directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Class A common stock with respect to the payment of dividends or other distributions and (iii) receive pro rata, based on the number of shares of Class A common stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, Inc., after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any. | |
Holders of Class B common stock are (i) entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and (ii) not entitled to receive dividends or to receive a distribution upon the dissolution or a liquidation of Premier, Inc., other than dividends payable in shares of Premier, Inc.'s common stock. Class B common stock will not be listed on any exchange and, except in connection with any permitted sale or transfer of Class B common units, cannot be sold or transferred. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||
Sep. 30, 2013 | |||
Earnings Per Share [Line Items] | ' | ||
EARNINGS PER SHARE | ' | ||
EARNINGS PER SHARE | |||
Basic earnings per share of Premier, Inc. is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Except when the effect would be anti-dilutive, the diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of restricted stock units, shares of non-vested performance share awards and shares that could be issued under the outstanding stock options. | |||
The following table provides a reconciliation of common shares used for basic earnings per share and diluted earnings per share for the three months ended September 30, 2013: | |||
Weighted average number of common shares used for basic earnings per share (a) | 100 | ||
Effect of potentially dilutive shares (b) | — | ||
Weighted average number of common shares and potential dilutive shares used for diluted earnings per share | 100 | ||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | — | ||
(a) Weighted average number of common shares used for basic earnings per share excludes 46,206 weighted average shares of non-vested restricted stock units and 54,125 weighted average shares of non-vested performance share awards for the three months ended September 30, 2013. | |||
(b) The effect of 26,408 restricted stock units for the three months ended September 30, 2013 was excluded from the diluted weighted average shares outstanding due to the net loss sustained for the period. | |||
(c) Represents stock options excluded from the calculation of diluted earnings per share as such options had exercise prices in excess of the weighted average market price of Premier, Inc.'s common stock during the period. | |||
Premier Healthcare Solutions, Inc. | ' | ||
Earnings Per Share [Line Items] | ' | ||
EARNINGS PER SHARE | ' | ||
EARNINGS PER SHARE | |||
Basic earnings per share of the Company is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would result in the reduction of a loss or the increase in income per share. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding increased by the dilutive effects of potential common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method. Common stock subscribed is included in the calculation of basic earnings per share since the subscribed shares have full voting and dividend participation rights on the day of subscription. There are no potentially dilutive securities outstanding as of September 30, 2013 and 2012, respectively. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | ||
Sep. 30, 2013 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||
STOCK-BASED COMPENSATION | ' | ||
STOCK-BASED COMPENSATION | |||
Stock-based compensation cost is recognized over the requisite service period, which generally equals the stated vesting period. Pre-tax stock-based compensation expense was $0.3 million for the three months ended September 30, 2013, with a resulting deferred tax asset of $0.1 million included in other assets on the balance sheet, calculated at a rate of 39%. At September 30, 2013, there is $64.8 million of unrecognized stock-based compensation related to non-vested awards that will be amortized over 2.75 years. | |||
Premier, Inc. 2013 Equity Incentive Plan | |||
The Premier, Inc. 2013 Equity Incentive Plan (the "2013 Equity Incentive Plan") provides for grants of up to 11,260,783 shares of Class A common stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units or performance awards. As of September 30, 2013, there are 7,667,770 shares available for grant under the 2013 Equity Incentive Plan. | |||
On September 25, 2013, certain of Premier Inc.'s employees and members of the board of directors were granted restricted stock units, performance award units and/or stock options. In addition, on September 25, 2013, all employees of Premier, Inc. were granted a one-time celebration award of restricted stock units, which vest in full on July 1, 2016. | |||
Restricted Stock Units. On September 25, 2013, Premier, Inc. granted 414,987 restricted stock units to certain employees, 11,112 restricted stock units to non-employee directors and 282,800 celebration restricted stock units to all employees, with a grant date fair value of $27.00 per share. The employee restricted stock units vest in full on July 1, 2016 and the non-employee board of director restricted stock units vest in full on September 25, 2014. | |||
Performance Share Awards. On September 25, 2013, Premier, Inc. granted 829,922 performance share awards, with a grant date fair value of $27.00 per share to certain employees. The performance share awards vest on July 1, 2016, either in part or in full, contingent upon the achievement of certain performance criteria. | |||
Stock Options. Stock options have a term of 10 years from the date of grant; however, vested stock options will expire either after 12 months of an employee's termination with Premier, Inc. or immediately upon an employee's termination with Premier, Inc., depending on the termination circumstances. On September 25, 2013, Premier, Inc. granted 2,054,192 stock options, with an exercise price equal to the fair market value of a share of Premier, Inc.'s common stock on the grant date of $27.00 per share, to certain employees. The stock options vest in three equal annual installments, commencing on the first anniversary of July 1, 2013. | |||
For purposes of determining compensation expense, the grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model which requires the use of various assumptions including the expected life of the option, expected dividend rate, expected volatility and risk-free interest rate. Key assumptions used for determining the fair value of stock options granted were as follows: | |||
Expected life (1) | 6 years | ||
Expected dividend (2) | — | ||
Expected volatility (3) | 42 | % | |
Risk-free interest rate (4) | 1.71 | % | |
(1) The six-year expected life (estimated period of time outstanding) of stock options granted was estimated using the "Simplified Method" which utilizes the midpoint between the vesting date and the end of the contractual term. This method was utilized for the stock options due to the lack of historical exercise behavior of Premier Inc.'s employees. | |||
(2) No dividends are expected to be paid over the contractual term of the stock options granted, resulting in the use of a zero expected dividend rate. | |||
(3) The expected volatility rate is based on the observed historical volatilities of comparable companies. | |||
(4) The risk-free interest rate was interpolated from the five-year and seven-year United States constant maturity market yield as of the date of the grant. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Subsequent Event [Line Items] | ' | |||||||||||
SUBSEQUENT EVENTS | ' | |||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Initial Public Offering | ||||||||||||
On October 1, 2013, Premier, Inc. consummated its IPO of 32,374,751 shares of its Class A common stock, at a price of $27.00 per share. This included 4,222,793 shares sold pursuant to the overallotment option granted to the underwriters by Premier, Inc., which was exercised in full prior to the consummation of the IPO, raising net proceeds of approximately $821.7 million after underwriting discounts and commissions but before expenses. | ||||||||||||
Premier, Inc. used approximately (i) $543.9 million of the net proceeds from the IPO to acquire 21,428,571 Class B common units from the member owners, (ii) $30.1 million of the net proceeds to acquire 1,184,882 Class B common units from PHSI and (iii) $247.7 million of the net proceeds to acquire 9,761,298 newly issued Class A common units of Premier LP, or the Class A common units, from Premier LP, in each case for a price per unit equal to the price paid per share of Class A Common Stock by the underwriters to Premier, Inc. in connection with the IPO. All Class B common units purchased by Premier, Inc. with the net proceeds from this offering automatically converted to Class A common units, pursuant to the terms of the Amended and Restated Limited Partnership Agreement of Premier LP (the "LP Agreement"), and were contributed by Premier, Inc. to Premier GP. | ||||||||||||
Reorganization | ||||||||||||
On October 1, 2013 (the "Effective Date"), Premier, Inc. consummated the Reorganization. In connection with the Reorganization and IPO, immediately following the Effective Date, all of Premier LP's limited partners that approved the Reorganization received an amount of Class B common units and capital account balances in Premier LP equal to their percentage interests and capital account balances in Premier LP immediately preceding the Reorganization. Additionally, immediately following the effective date of the LP Agreement, all of the stockholders (consisting of member owners) of PHSI that approved the Reorganization contributed their PHSI common stock to Premier LP in exchange for additional Class B common units based on such stockholder's percentage interest in the fair market valuation of PHSI and Premier LP prior to the Reorganization. As a result of the foregoing contributions, PHSI became a wholly owned subsidiary of Premier LP. | ||||||||||||
In connection with the Reorganization, the member owners purchased from Premier, Inc. 112,607,832 shares of Class B common stock, for par value, $0.000001 per share, which number of shares of Class B common stock equaled the number of Class B common units held by the member owners immediately following the IPO, pursuant to a stock purchase agreement. | ||||||||||||
Below is a summary of the principal documents that effected the Reorganization and define and regulate the governance and control relationships among Premier, Inc., Premier LP and the member owners after the completion of the Reorganization and IPO. | ||||||||||||
LP Agreement | ||||||||||||
In connection with the Reorganization and IPO, the LP Agreement made Premier GP the general partner of Premier LP. As the general partner of Premier LP, Premier GP generally controls the day-to-day business affairs and decision-making of Premier LP without the approval of any other partner, subject to certain limited partner approval rights. As such, Premier, Inc., the sole member of Premier GP, is responsible for all operational and administrative decisions of Premier LP. In accordance with the LP Agreement, subject to applicable law or regulation and the terms of Premier LP's financing agreements, Premier GP will cause Premier LP to make quarterly distributions out of its estimated taxable net income to Premier GP and to the holders of Class B common units as a class in an aggregate amount equal to Premier LP's total taxable income for each such quarter multiplied by the effective combined federal, state and local income tax rate then payable by Premier, Inc. to facilitate payment by each Premier LP partner of taxes, if required, on its share of taxable income of Premier LP. In addition, in accordance with the LP Agreement, Premier GP may cause Premier LP to make additional distributions to Premier GP and to the holders of Class B common units as a class in proportion to their respective number of units, subject to any applicable restrictions under Premier LP's financing agreements or applicable law. Premier GP will distribute any amounts it receives from Premier LP to Premier, Inc., which Premier, Inc. will use to (i) pay applicable taxes, (ii) meet its obligations under the tax receivable agreement, and (iii) meet its obligations to the member owners under the exchange agreement if they elect to convert their Class B common units for shares of its Class A common stock and Premier, Inc. elects to pay some or all of the consideration to such member owners in cash. In the event that a limited partner of Premier LP holding Class B common units not yet eligible to be exchanged for shares of Premier, Inc's Class A common stock pursuant to the terms of the exchange agreement (i) ceases to participate in Premier, Inc.'s GPO programs, (ii) ceases to be a limited partner of Premier LP (except as a result of a permitted transfer of its Class B common units), (iii) ceases to be a party to a GPO participation agreement (subject to certain limited exceptions) or (iv) becomes a related entity of, or affiliated with, a competing business of Premier LP, in each case, Premier LP will have the option to redeem all of such limited partner's Class B common units not yet eligible to be exchanged at a purchase price set forth in the LP Agreement. In addition, the limited partner will be required to exchange all Class B common units eligible to be exchanged on the next exchange date following the date of the applicable termination event described above. | ||||||||||||
Voting Trust Agreement | ||||||||||||
Additionally, in connection with the Reorganization and IPO, Premier, Inc.'s member owners entered into a voting trust agreement, which became effective upon the completion of the Reorganization and IPO and pursuant to which the member owners contributed their Class B common stock into Premier Trust, under which Wells Fargo Delaware Trust Company, N.A., as trustee, acts on behalf of the member owners for purposes of voting their shares of Class B common stock. As a result of the voting trust agreement, the member owners will retain beneficial ownership of the Class B common stock, while the trustee is the legal owner of such equity. Pursuant to the voting trust agreement, the trustee will vote all of the member owners' Class B common stock as a block in the manner determined by the plurality of the votes received by the trustee from the member owners for the election of directors to serve on our board of directors, and by a majority of the votes received by the trustee from the member owners for all other matters. | ||||||||||||
Exchange Agreement | ||||||||||||
In connection with the Reorganization and IPO, Premier, Inc., Premier LP and the member owners entered into an exchange agreement which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the exchange agreement, subject to certain restrictions, commencing on October 31, 2014, and during each year thereafter, each member owner will have the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units, as well as any additional Class B common units purchased by such member owner pursuant to certain rights of first refusal (discussed below), for shares of Class A common stock (on a one-for-one basis subject to customary adjustments for subdivisions or combinations by split, reverse split, distribution, reclassification, recapitalization or otherwise), cash or a combination of both, the form of consideration to be at the discretion of Premier, Inc.'s audit committee (or another committee of independent directors) of Premier, Inc.'s board of directors. This exchange right can be exercised on a quarterly basis (subject to certain restrictions contained in the registration rights agreement described below) and is subject to rights of first refusal in favor of the other holders of Class B common units and Premier LP. For each Class B common unit that is exchanged pursuant to the exchange agreement, the member owner will also surrender one corresponding share of our Class B common stock, which will automatically be retired. | ||||||||||||
Registration Rights Agreement | ||||||||||||
In connection with the Reorganization and IPO, Premier, Inc. and the member owners entered into a registration rights agreement which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the registration rights agreement, as soon as practicable from the date that is 12 full calendar months after the completion of this offering, Premier, Inc. must use all reasonable efforts to cause a resale shelf registration statement to become effective for resales from time to time of its Class A common stock that may be issued to the member owners in exchange for their Class B common units pursuant to the exchange agreement, subject to various restrictions. Subject to certain exceptions, Premier, Inc. will use reasonable efforts to keep the resale shelf registration statement effective for seven years. In addition, Premier, Inc. will undertake to conduct an annual company-directed underwritten public offering to allow the member owners to resell Class A common stock and, at Premier, Inc.'s election, to permit it to sell primary shares, following the first quarterly exchange date of each of the first three years during which the member owners have the right to exchange their Class B common units for shares of Class A common stock. Premier, Inc. will not be required to conduct a company-directed underwritten public offering unless the number of shares of Class A common stock requested by the member owners (and any third parties) to be registered in the applicable company-directed underwritten public offering constitutes the equivalent of at least 3.5% of the aggregate number of Class A common units and Class B common units, or, collectively, the common units, outstanding. If the offering minimum has not been met, Premier, Inc. will either proceed with the company-directed underwritten public offering (such decision being in Premier, Inc.'s sole discretion) or notify the member owners that Premier, Inc. will abandon the offering. After the third year during which member owners have the right to exchange their Class B common units for shares of Premier, Inc.'s Class A common stock, Premier, Inc. may elect to conduct a company-directed underwritten public offering in any subsequent year. Premier, Inc., as well as the member owners, and third parties, will be subject to customary prohibitions on sale prior to and for 60 days following any company-directed underwritten public offering. The registration rights agreement also grants the member owners certain "piggyback" registration rights with respect to other registrations of Class A common stock. | ||||||||||||
Tax Receivable Agreement | ||||||||||||
In connection with the Reorganization and IPO, Premier, Inc. entered into a tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the tax receivable agreement, Premier, Inc. has agreed to pay to the member owners, generally over a 15-year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier, Inc. actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in tax basis resulting from the initial sale of Class B common units by the member owners in connection with the Reorganization, as well as subsequent exchanges by such member owners pursuant to the exchange agreement, and of certain other tax benefits related to Premier, Inc. entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. | ||||||||||||
GPO Participation Agreement | ||||||||||||
In connection with the Reorganization and IPO, Premier, Inc.'s member owners entered into GPO participation agreements with Premier LP which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of its GPO participation agreement, each member owner will receive cash sharebacks, or revenue share, from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's acute and alternate site providers and other eligible non-healthcare organizations that are owned, leased or managed by, or affiliated with, each such member owner, or member facilities, through Premier, Inc's GPO supplier contracts. In addition, Premier, Inc's two largest regional GPO member owners, which represented approximately 17% of Premier LP's gross administrative fees revenue for fiscal year 2013, will each remit all gross administrative fees collected by such member owner based upon purchasing by such member owner's member facilities through the member owner's own GPO supplier contracts and receive revenue share from Premier LP equal to 30% of such gross administrative fees remitted to Premier LP subject to certain termination rights, these GPO participation agreements will be for an initial five-year term, although Premier LP's two largest regional GPO member owners have entered into agreements with seven-year terms. | ||||||||||||
The terms of the GPO participation agreements vary as a result of provisions in Premier, Inc.'s existing arrangements with member owners that conflict with the terms of the GPO participation agreement and which by the express terms of the GPO participation agreement are incorporated by reference and deemed controlling and will continue to remain in effect. In certain other instances, Premier LP and member owners have entered into GPO participation agreements with certain terms that vary from the standard form, which were approved by the member agreement review committee of Premier, Inc.'s board of directors, based upon regulatory constraints, pending merger and acquisition activity or other circumstances affecting those member owners. | ||||||||||||
Effects of the Reorganization | ||||||||||||
Immediately following the consummation of the Reorganization and IPO: | ||||||||||||
• | Premier, Inc. became the sole member of Premier GP and Premier GP became the general partner of Premier LP. Through Premier GP, Premier, Inc. exercises indirect control over the business operated by Premier LP, subject to certain limited partner approval rights. Premier GP has no employees and acts solely through its board of managers and appointed officers in directing the affairs of Premier LP; | |||||||||||
• | the member owners hold 112,607,832 shares of Class B common stock and 112,607,832 Class B common units; | |||||||||||
• | Premier GP holds 32,374,751 Class A common units; | |||||||||||
• | through their holdings of Class B common stock, the member owners have approximately 78% of the voting power in Premier, Inc.; | |||||||||||
• | the investors in the IPO collectively own all of Premier, Inc.'s outstanding shares of Class A common stock and collectively have approximately 22% of the voting power in Premier, Inc.; and | |||||||||||
• | Premier LP is the operating partnership and parent company to all of Premier, Inc.'s other operating subsidiaries, including PSCI and PHSI. | |||||||||||
Any newly admitted Premier LP limited partners must also become parties to the exchange agreement, the registration rights agreement, the voting trust agreement and the tax receivable agreement, in each case on the same terms and conditions as the member owners (except that any Class B common units acquired by such newly admitted Premier LP limited partners will not be subject to the seven-year vesting schedule set forth in the LP Agreement and the exchange agreement). Any newly admitted Premier LP limited partner will also enter into a GPO participation agreement with Premier LP. | ||||||||||||
Unaudited Pro Forma Consolidated Financial Statements | ||||||||||||
The unaudited pro forma consolidated balance sheet as of September 30, 2013 and the unaudited pro forma consolidated statement of income for the three months ended September 30, 2013 present the results of PHSI and giving pro forma effect to Premier, Inc. and the Reorganization, IPO and the use of the net proceeds from the IPO as if such transactions occurred on July 1, 2013 for the consolidated statement of income and as of September 30, 2013 for the consolidated balance sheet. | ||||||||||||
The pro forma adjustments give effect to: | ||||||||||||
• | the Reorganization, including (i) the issuance of 32,374,751 shares of Class A common stock in the IPO, or approximately 22% of the Class A common stock and Class B common stock, collectively, outstanding after the Reorganization and IPO, at an IPO price of $27.00 per share and the use of the net proceeds therefrom to purchase (A) Class A common units from Premier LP, (B) Class B common units from PHSI and (C) Class B common units from Premier, Inc.'s member owners, (ii) the entry by Premier LP, Premier GP and the member owners into the LP Agreement and (iii) the issuance of 112,607,832 shares of Class B common stock to the member owners; | |||||||||||
• | payments to each member owner of revenue share from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's member facilities through Premier LP's GPO supplier contracts (and, in addition, Premier LP's two largest regional GPO member owners, which represented approximately 17% of Premier LP's gross administrative fees revenue for fiscal year 2013, will each remit all gross administrative fees collected by such member owner based upon purchasing by such member owner's member facilities through the member owner's own GPO supplier contracts and receive revenue share from Premier LP equal to 30% of such gross administrative fees remitted to Premier LP); | |||||||||||
• | the change from the 99% noncontrolling interest held by the limited partners of Premier LP prior to the Reorganization to the approximately 78% noncontrolling interest held by the limited partners of Premier LP subsequent to the Reorganization and IPO; | |||||||||||
• | the change in the allocation of Premier LP's income from 1% of operating income and 5% of investment income to PHSI prior to the Reorganization and IPO to approximately 22% of Premier LP's income to Premier, Inc. (indirectly through Premier GP) subsequent to the Reorganization and IPO as the result of the modified income allocation provisions of the LP Agreement and Premier, Inc.'s purchase of approximately 22% of the common units; | |||||||||||
• | adjustments to reflect redeemable limited partners' capital at the greater of the book value or redemption amount per the LP Agreement; | |||||||||||
• | adjustments that give effect to the tax receivable agreement, including the effects of the increase in the tax basis of Premier LP's assets resulting from Premier, Inc.'s purchase of Class B common units from the member owners; and | |||||||||||
• | payments due to member owners pursuant to the tax receivable agreement equal to 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier, Inc. actually realizes (or is deemed to realize in the case of certain payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in the tax basis of Premier LP's assets resulting from Premier, Inc.'s purchase of Class B common units from the member owners and of certain other tax benefits related to Premier, Inc. entering into the tax receivable agreement. | |||||||||||
The unaudited pro forma consolidated financial information reflects the manner in which Premier, Inc. accounted for the Reorganization and IPO. Specifically, Premier, Inc. accounted for the Reorganization as a non-substantive transaction in a manner similar to a transaction between entities under common control pursuant to Accounting Standards Codification Topic 805, Business Combinations. Accordingly, after the Reorganization, the assets and liabilities of Premier, Inc. are reflected at their carryover basis. The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect Premier, Inc.'s results of operations or financial position that would have occurred had it operated as a public company during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of Premier, Inc.'s financial condition or results of operations had the Reorganization and IPO and the contemplated use of the estimated net proceeds from the IPO occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project Premier, Inc.'s results of operations or financial position for any future period or date. | ||||||||||||
The unaudited pro forma consolidated financial statements should be read together with "Unaudited Pro Forma Consolidated Financial Information," "Structure," "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and related notes appearing in the Prospectus, Premier, Inc.'s financial statements as of and for the three months ended September 30, 2013 and with PHSI's consolidated financial statements as of and for the three months ended September 30, 2013 and 2012 included under Item 1 of this Quarterly Report and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in Item 2 of this Quarterly Report. | ||||||||||||
PREMIER, INC. | ||||||||||||
Pro Forma Consolidated Balance Sheet | ||||||||||||
September 30, 2013 | ||||||||||||
(Unaudited) | ||||||||||||
(In thousands, except share data) | ||||||||||||
PHSI | Pro Forma Adjustments (Revised) | Premier, Inc. Pro Forma (Revised) | ||||||||||
Assets | ||||||||||||
Cash and cash equivalents | $ | 75,351 | $ | 277,814 | -1 | $ | 353,165 | |||||
Marketable securities | 57,500 | — | 57,500 | |||||||||
Accounts receivable, net | 61,968 | — | 61,968 | |||||||||
Inventories - finished goods | 13,029 | — | 13,029 | |||||||||
Prepaid expenses and other current assets | 34,576 | (5,555 | ) | -2 | 29,021 | |||||||
Due from related party | 788 | — | 788 | |||||||||
Deferred tax assets | 7,691 | — | 7,691 | |||||||||
Total current assets | 250,903 | 272,259 | 523,162 | |||||||||
Investments | 10,773 | — | 10,773 | |||||||||
Property and equipment, net | 119,538 | — | 119,538 | |||||||||
Restricted cash | 5,000 | — | 5,000 | |||||||||
Deferred tax assets | 13,328 | 294,950 | -3 | 308,278 | ||||||||
Goodwill | 84,626 | — | 84,626 | |||||||||
Intangible assets, net | 9,262 | — | 9,262 | |||||||||
Other assets | 28,410 | — | 28,410 | |||||||||
Total assets | $ | 521,840 | $ | 567,209 | $ | 1,089,049 | ||||||
Liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | ||||||||||||
Accounts payable | $ | 16,899 | $ | — | $ | 16,899 | ||||||
Accrued expenses | 25,486 | — | 25,486 | |||||||||
Revenue share obligations | 5,085 | — | 5,085 | |||||||||
Accrued compensation and benefits | 22,374 | — | 22,374 | |||||||||
Deferred revenue | 17,492 | — | 17,492 | |||||||||
Current portion of notes payable | 7,438 | — | 7,438 | |||||||||
Current portion of lines of credit | 60,000 | — | 60,000 | |||||||||
Payable pursuant to tax receivable agreement | — | 10,142 | -3 | 10,142 | ||||||||
Income tax payable | — | 8,425 | -4 | 8,425 | ||||||||
Other current liabilities | 2,402 | — | 2,402 | |||||||||
Total current liabilities | 157,176 | 18,567 | 175,743 | |||||||||
Notes payable, less current portion | 20,293 | — | 20,293 | |||||||||
Lines of credit, less current portion | 11,508 | — | 11,508 | |||||||||
Payable pursuant to tax receivable agreement, less current portion | — | 194,651 | -3 | 194,651 | ||||||||
Deferred compensation plan obligations | 27,653 | — | 27,653 | |||||||||
Deferred rent | 15,841 | — | 15,841 | |||||||||
Other long-term liabilities | 5,387 | — | 5,387 | |||||||||
Total liabilities | 237,858 | 213,218 | 451,076 | |||||||||
Redeemable limited partners' capital | 207,066 | 2,799,276 | -5 | 3,006,342 | ||||||||
Stockholders' equity (deficit): | ||||||||||||
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding | — | — | — | |||||||||
Common stock, par value $0.01, 12,250,000 shares authorized; 5,626,784 shares issued and outstanding, no shares outstanding on a pro forma basis | 56 | (56 | ) | -6 | — | |||||||
Class A common stock, par value $0.01, 500,000,000 shares authorized; 32,374,751 shares issued and outstanding on a pro forma basis | — | 324 | -6 | 324 | ||||||||
Class B common stock, par value $0.000001, 600,000,000 shares authorized; 112,607,832 shares issued and outstanding on a pro forma basis | — | — | -6 | — | ||||||||
Additional paid-in capital | 28,503 | (28,503 | ) | -7 | — | |||||||
Retained earnings (accumulated deficit) | 50,321 | (2,417,053 | ) | -8 | (2,366,732 | ) | ||||||
Noncontrolling interest | (1,964 | ) | — | (1,964 | ) | |||||||
Accumulated other comprehensive income | — | 3 | -5 | 3 | ||||||||
Total stockholders' equity (deficit) | 76,916 | (2,445,285 | ) | (2,368,369 | ) | |||||||
Total liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | $ | 521,840 | $ | 567,209 | $ | 1,089,049 | ||||||
PREMIER, INC. | ||||||||||||
Pro Forma Consolidated Statement of Income | ||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||
(Unaudited) | ||||||||||||
(In thousands, except per share data) | ||||||||||||
PHSI | Pro Forma Adjustments | Premier, Inc. Pro Forma (Revised) | ||||||||||
Net revenue: | ||||||||||||
Net administrative fees | $ | 143,576 | $ | (41,263 | ) | -9 | $ | 102,313 | ||||
Other services and support | 53,252 | — | 53,252 | |||||||||
Services | 196,828 | (41,263 | ) | 155,565 | ||||||||
Products | 43,748 | — | 43,748 | |||||||||
240,576 | (41,263 | ) | 199,313 | |||||||||
Cost of revenue: | ||||||||||||
Services | 27,488 | — | 27,488 | |||||||||
Products | 40,038 | — | 40,038 | |||||||||
67,526 | — | 67,526 | ||||||||||
Gross profit | 173,050 | (41,263 | ) | 131,787 | ||||||||
Operating expenses: | ||||||||||||
Selling, general and administrative | 62,318 | 325 | 62,643 | |||||||||
Research and development | 852 | — | 852 | |||||||||
Amortization of purchased intangible assets | 601 | — | 601 | |||||||||
63,771 | 325 | 64,096 | ||||||||||
Operating income | 109,279 | (41,588 | ) | 67,691 | ||||||||
Equity in net income of unconsolidated affiliates | 4,114 | — | 4,114 | |||||||||
Interest and investment income, net | 220 | — | 220 | |||||||||
Gain on disposal of assets | 4 | — | 4 | |||||||||
Other income, net | 4,338 | — | 4,338 | |||||||||
Income before income taxes | 113,617 | (41,588 | ) | 72,029 | ||||||||
Income tax expense | 891 | 5,870 | -10 | 6,761 | ||||||||
Net income | 112,726 | (47,458 | ) | 65,268 | ||||||||
Add: Net loss attributable to noncontrolling interest in SVS, LLC | 210 | — | 210 | |||||||||
Less: Net income attributable to noncontrolling interest in Premier LP | (113,214 | ) | 62,184 | -11 | (51,030 | ) | ||||||
Net (loss) income attributable to noncontrolling interest | (113,004 | ) | 62,184 | (50,820 | ) | |||||||
Net (loss) income attributable to PHSI/Premier, Inc. shareholders | $ | (278 | ) | $ | 14,726 | $ | 14,448 | |||||
Weighted average shares outstanding of Class A common stock: | ||||||||||||
Basic | 5,627 | 32,375 | -13 | |||||||||
Diluted | 5,627 | 32,375 | -13 | |||||||||
Loss per share of Class A common stock: | ||||||||||||
Basic | $ | (0.05 | ) | $ | (79.00 | ) | -12 | |||||
Diluted | $ | (0.05 | ) | $ | (79.00 | ) | -12 | |||||
-1 | Reflects net effect on cash and cash equivalents of the receipt of gross proceeds from the IPO of $874.1 million (with an IPO price of $27.00 per share of Class A common stock) and the purchase of units from the member owners described above. | |||||||||||
(In thousands) | ||||||||||||
Actual cash as reported | $ | 75,351 | ||||||||||
Pro forma adjustments | ||||||||||||
Gross proceeds from the IPO | 874,118 | |||||||||||
Underwriting discounts, commissions and other expenses | (52,447 | ) | ||||||||||
Purchases of Class B common units from the member owners | (543,857 | ) | ||||||||||
277,814 | ||||||||||||
Pro forma cash balance | $ | 353,165 | ||||||||||
-2 | Reflects the reduction of prepaid expenses related to the IPO, with an offset to the proceeds of the IPO in additional paid-in capital. | |||||||||||
-3 | Premier LP intends to have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended, or the Code, and comparable elections under state and local tax law, such that the initial sale of Class B common units by PHSI and the member owners will result in adjustments to the tax basis of the assets of Premier LP. These increases in tax basis are expected to increase (for tax purposes) the depreciation and amortization deductions by Premier LP, and therefore, to reduce the amount of income tax that Premier, Inc. would otherwise be required to pay in the future. In connection with the Reorganization and IPO, Premier, Inc. has entered into a tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO, pursuant to which Premier, Inc. agrees to pay to the member owners, generally over a 15-year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local and franchise income tax that Premier, Inc. actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in tax basis resulting from the sale or exchange of Class B common units by the member owners. The unaudited pro forma consolidated financial statements reflect adjustments (shown in the pro forma adjustments column above) to give effect to the Section 754 election and the tax receivable agreement based on the following assumptions: | |||||||||||
• | The unaudited pro forma consolidated financial statements include adjustments to reflect the expected increase in deferred tax assets representing the income tax effects of the increases in the tax basis as a result of Premier LP's election under Section 754 of the Code in connection with the initial sale of Class B common units described above. This adjustment is calculated based on an estimated effective income tax rate for Premier, Inc. of 39%, which includes a provision for U.S. federal income taxes and assumes (i) Premier, Inc.'s estimated statutory rates apportioned to each state and local tax jurisdiction, (ii) that there are no material changes in the relevant tax law, and (iii) that Premier, Inc. earns sufficient taxable income in each year to realize the full tax benefit of the amortization of its assets. | |||||||||||
• | Premier, Inc. will determine the adjustments in connection with the Section 754 election by first calculating the excess of each selling member owner's and PHSI's assumed selling price over such person's share of Premier LP's tax basis in its assets attributable to the Class B common units being sold to Premier, Inc. Premier, Inc. will then allocate the aggregate excess among Premier LP's assets following applicable tax regulations governing adjustments that result from the Section 754 election. Premier, Inc. will determine each selling member owner's share of the tax basis in Premier LP's assets attributable to the Class B common units sold to Premier, Inc. by multiplying the member owner's tax capital account balance as of the date of sale as maintained in Premier LP's books and records by a fraction, the numerator of which is the number of Class B common units sold to us, and the denominator of which is the number of Class B common units held by the selling member owner immediately prior to the sale. For purposes of the calculation, the assumed selling price per Class B common unit will equal the price paid per share of the Class A common stock by the underwriters to Premier, Inc. in the IPO. The adjustments are expected to increase Premier LP's basis in its assets (for tax purposes), and Premier, Inc. will calculate the amount of any depreciation, amortization and other deductions to which it will be entitled as a result of these adjustments. Premier, Inc. will then calculate Premier, Inc.'s tax liability with and without the deductions attributable to these adjustments, assuming that Premier, Inc. earns sufficient taxable income in each year to realize the full benefit of the deductions. Premier, Inc. will compute the estimated tax benefit attributable to the election as the excess of Premier, Inc.'s tax liability as so computed without the deductions over Premier, Inc.'s tax liability as so computed with the deductions. Additionally, the tax receivable agreement payments may give rise to adjustments that result in Premier LP becoming entitled to additional deductions, and the calculation of Premier, Inc.'s liability under the tax receivable agreement would take these adjustments and additional resulting deductions into account. | |||||||||||
• | Premier LP's election under Section 754 of the Code is at the discretion of Premier LP and is not subject to review or approval by the IRS or other tax authorities. The computation of the adjustments resulting from the Section 754 election and Premier, Inc.'s tax liability is subject to audit by the IRS and other tax authorities in the same manner as all other items reported on income tax returns. | |||||||||||
• | The unaudited pro forma consolidated financial statements include cumulative adjustments of $204.8 million, of which $10.1 million is expected to be paid in the next 12 months, and is reflected as a current liability with the remaining balance classified as a long-term liability, to reflect a liability equal to 85% of the estimated realizable tax benefit resulting from the estimated increase in tax basis due to Premier LP's Section 754 election in connection with the initial sale by the member owners, of the Class B common units described above as an increase to payable pursuant to the tax receivable agreement. | |||||||||||
• | The unaudited pro forma consolidated financial statements include adjustments to reflect deferred tax assets for the change in the allocation of Premier LP's income from 1% of operating income and 5% of investment income to PHSI prior to the Reorganization to approximately 22% of Premier LP's income to Premier, Inc. (indirectly through Premier GP), measured by the difference in the tax basis of Premier, Inc.'s investment in Premier LP as compared to its GAAP carrying value. The adjustments related to Premier LP's Section 754 election described above are a component of Premier, Inc.'s tax basis in Premier LP. | |||||||||||
Pursuant to the terms of the exchange agreement, the member owners and new limited partners admitted to Premier LP following the completion of the IPO may subsequently exchange Class B common units in Premier LP for shares of Premier, Inc.'s Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier, Inc.'s Class A common stock pursuant to the exchange agreement may result in increases in the tax basis of the tangible and intangible assets of Premier LP (85% of the realized tax benefits from which will be due to the limited partners and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These subsequent exchanges have not been reflected in the unaudited pro forma consolidated financial statements. | ||||||||||||
In addition, the pro forma adjustment reflects $0.1 million of Premier, Inc. deferred taxes related to stock-based compensation. | ||||||||||||
-4 | Reflects income taxes payable due as a result of the purchase of Class B common units from PHSI. | |||||||||||
-5 | Reflects the increase in the noncontrolling interest held by the limited partners in Premier L.P. resulting from the net proceeds from the IPO used to purchase Class A common units from Premier LP of $247.7 million and Class B common units from PHSI of $21.7 million, net of taxes of $8.4 million, and the contribution of the common stock of PHSI in connection with the Reorganization of $76.9 million. This is offset by an adjustment of $133.7 million to reflect the approximately 78% controlling interest held by the limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited pro forma consolidated balance sheets. Immediately following the effective date of the LP Agreement, all of Premier LP's limited partners that approved the Reorganization received Class B common units and capital account balances in Premier LP equal to their percentage interests and capital account balances in Premier LP immediately preceding the Reorganization. Premier, Inc. used a portion of the net proceeds from the IPO to purchase (i) Class A common units, (ii) Class B common units from PHSI and (iii) Class B common units from the member owners, resulting in a reduction in the noncontrolling interest attributable to the limited partners from 99% to approximately 78%. | |||||||||||
Reflects the increase in redeemable limited partners' capital of $2,586.7 million to record the balance at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement, at the date of the Reorganization. This results in an offsetting decrease in retained earnings of $41.7 million, followed by an offsetting decrease in additional paid-in-capital of $178.3 million and with a final offsetting increase in accumulated deficit of $2,366.7 million. | ||||||||||||
-6 | Reflects (i) the exchange of the existing PHSI shares of common stock, common stock subscribed and related subscriptions receivable for Class B common units, (ii) the issuance of Class B common stock in connection with the Reorganization and (iii) the issuance of Class A common stock in connection with the IPO. | |||||||||||
-7 | Reflects the impact of the adjustments in notes (1), (2), (3), (5) and (6) above to additional paid-in capital: | |||||||||||
• | an increase of $90.0 million due to an increase in deferred tax assets described in note (3) of $294.8 million offset by an increase in payables pursuant to the tax receivable agreement of $204.8 million; | |||||||||||
• | an increase of $821.7 million from the net proceeds from the IPO less the par value of the shares of Class A common stock sold in the IPO of $0.3 million and less prepaid offering expenses of $5.6 million; | |||||||||||
• | a decrease of $756.4 million to reflect the difference between the consideration paid to acquire the Class A and B common units and the adjustment to the carrying value of the noncontrolling interest described in note (5) above; and | |||||||||||
• | a decrease in the remaining balance of additional paid-in-capital related to the increase in redeemable limited partners' capital to its redemption value, as described in note (5) above. | |||||||||||
In addition, Premier, Inc. recorded stock-based compensation expense for the three months ended September 30, 2013 of $0.3 million. | ||||||||||||
-8 | Reflects Premier, Inc.'s net loss attributable to stock-based compensation, net of tax, for the three months ended September 30, 2013, and income tax expense as a result of the purchase of Class B common units from PHSI, as well as the decrease in retained earnings and increase in accumulated deficit related to the increase in redeemable limited partners' capital to its redemption value, as described in note (5) above. | |||||||||||
-9 | Following the completion of the Reorganization and the IPO, Premier LP became contractually required under the GPO participation agreements to pay each member owner revenue share from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's member facilities through Premier LP's GPO supplier contracts. In addition, Premier LP's two largest regional GPO member owners, which represented approximately 17% of its gross administrative fees revenue for fiscal year 2013, will each remit all gross administrative fees collected by such member owner based upon purchasing by such member owner's member facilities through the member owner's own GPO supplier contracts and receive revenue share from Premier LP equal to 30% of such gross administrative fees remitted to Premier LP. Historically, Premier LP has not generally had a contractual requirement to pay revenue share to member owners participating in its GPO programs, but has paid semi-annual distributions of partnership income. In the case of the three month period ended September 30, 2013, the board of directors approved a distribution on Premier LP income in the amount of $78.0 million, of which $11.8 million has been paid as of September 30, 2013, calculated in a consistent manner with its historical semi-annual distributions pursuant to the historical limited partnership agreement of Premier LP, to its member owners who approved the Reorganization. This distribution is not reflected in these unaudited pro forma consolidated financial statements. In addition, certain members that have not owned, or do not currently own, limited partnership interests in Premier LP, common stock of PHSI or common units, as the context may require, or non-owner members, have historically operated under, and following the consummation of the Reorganization and IPO continue to operate under, contractual relationships that provide for a specific revenue share that differs from the 30% revenue share that Premier LP will provide to its member owners under the GPO participation agreements following consummation of the Reorganization and the IPO. As a result, Premier LP's revenue share expense is expected to be approximately 36% of gross administrative fees following the consummation of the Reorganization and the IPO, compared to approximately 9% of gross administrative fees for the three months ended September 30, 2013, which will result in a decrease in net revenue for the three months ended September 30, 2013 on a pro forma basis when compared to the actual net revenue for the same period. These unaudited pro forma consolidated financial statements assume that all of Premier LP's member owners prior to the Reorganization continued as member owners subsequent to the Reorganization and IPO and, therefore, do not reflect any possible loss in revenue if any member owners cease to continue as member owners. Pro forma revenue share is calculated at 30% from their respective dates of conversion from non-owner members to member owners. | |||||||||||
-10 | Upon the completion of the Reorganization and the IPO, Premier, Inc. became subject to additional U.S. federal, state and local income taxes with respect to its additional allocable share of any taxable income of Premier LP. As a result, there is a pro forma adjustment to income tax expense to reflect an estimated effective income tax rate of 39%, which includes a provision for U.S. federal income taxes and assumes Premier, Inc.'s estimated statutory rates apportioned to each state and local tax jurisdiction. The low effective tax rate is attributable to the flow through of partnership income which is not subject to federal income taxes. For federal income tax purposes, income realized by Premier LP is taxable to its partners. | |||||||||||
-11 | Reflects the reduction in noncontrolling interest in Premier LP from 99% to approximately 78%. | |||||||||||
-12 | Pro forma basic earnings per share was computed by dividing the pro forma net income attributable to Premier, Inc., after the $2,586.7 million adjustment of redeemable limited partners' capital to redemption amount, by the 32,374,751 shares of Class A common stock that were issued and sold in the IPO and pro forma diluted earnings per share was computed by dividing the pro forma net income attributable to Premier, Inc., after the $2,586.7 million adjustment of redeemable limited partners' capital to redemption amount, by the 32,374,751 shares of Class A common stock that were issued and sold in the IPO. | |||||||||||
-13 | Reflects the issuance of 32,374,751 shares of Class A common stock in the IPO. The impact of 26,408 shares were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. In addition, the conversion of 112,607,832 Class B common units into Class A common shares was excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the periods presented. | |||||||||||
Premier Healthcare Solutions, Inc. | ' | |||||||||||
Subsequent Event [Line Items] | ' | |||||||||||
SUBSEQUENT EVENTS | ' | |||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Reorganization and IPO | ||||||||||||
On October 1, 2013, Premier consummated its IPO and, immediately subsequent, the Reorganization became effective, at which time Premier, Inc. became the sole member of Premier GP and Premier GP became the general partner of Premier LP. Premier LP became the operating partnership and parent company to all of Premier's other operating subsidiaries, including PSCI and PHSI. As a result, consolidated financial statements will not be presented for PHSI, but rather Premier, Inc., in subsequent periods. | ||||||||||||
As part of the Reorganization and IPO, PHSI sold its 1% controlling general partner interest in Premier LP to Premier, Inc. for $30.1 million, resulting in estimated taxes payable of $8.4 million. See Note 5 - Subsequent Events of Premier, Inc.'s financial statements for more information. | ||||||||||||
Acquisition | ||||||||||||
On October 31, 2013, Premier completed the acquisition of a data acquisition and integration-as-a-service company that spans multiple hospital transaction systems including enterprise resource planning, materials management, enterprise health records and patient accounting. The terms of the acquisition were not material to the Company. | ||||||||||||
Revolving Facility | ||||||||||||
On October 11, 2013, Premier repaid $30.0 million of the balance outstanding on the Revolving Facility and repaid the remaining balance of $30.0 million on October 18, 2013. | ||||||||||||
Distributions to Limited Partners | ||||||||||||
On November 8, 2013, the board of directors of Premier, Inc. approved the distribution of partnership income to the limited partners of Premier LP of $78.0 million, of which $11.8 million was paid as of September 30, 2013. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES (Premier Healthcare Solutions, Inc.) | 3 Months Ended |
Sep. 30, 2013 | |
Premier Healthcare Solutions, Inc. | ' |
Accounting Policies [Line Items] | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | |
There have been no material changes to the Company's significant accounting policies as described in the Prospectus. | |
Recently Issued Accounting Standards | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") relating to reporting of amounts reclassified out of accumulated other comprehensive income. The update requires presentation of information about significant amounts reclassified from each component of accumulated other comprehensive income, the sources of the items reclassified, and the income statement lines affected, either parenthetically on the face of the financial statements or in the notes to the financial statements. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, and did not have a material effect on the Company's consolidated financial statements. |
SEGMENTS
SEGMENTS (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Segment Reporting Information [Line Items] | ' | ||||||||||||
SEGMENTS | ' | ||||||||||||
SEGMENTS | |||||||||||||
The Company delivers its solutions and manages its business through two reportable business segments, the supply chain services segment and the performance services segment. The supply chain services segment includes the Company's GPO, a specialty pharmacy and direct sourcing activities. The performance services segment includes the Company's informatics, collaborative, advisory services and insurance services businesses. | |||||||||||||
The Company uses segment adjusted EBITDA (as defined herein) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The Company also uses segment adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines segment adjusted EBITDA as the segment's net revenue less 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. The Company considers non‑recurring items to be expenses that have not been incurred within the prior two years and are not expected to recur within the next two years. 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. | |||||||||||||
All reportable segment revenues are presented net of inter-segment eliminations and represent revenues from external clients. | |||||||||||||
The following table presents segment adjusted EBITDA and other information (in thousands) as utilized by the Company's chief operating decision maker. | |||||||||||||
Net Revenue | Segment Adjusted EBITDA | Depreciation & Amortization Expense | Capital Expenditures | ||||||||||
Three Months Ended September 30, 2013 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 143,576 | |||||||||||
Other services and support | 134 | ||||||||||||
Services | 143,710 | ||||||||||||
Products | 43,748 | ||||||||||||
Total Supply Chain Services | 187,458 | $ | 125,480 | $ | 327 | $ | 300 | ||||||
Performance Services | 53,118 | 16,329 | 7,435 | 11,979 | |||||||||
Corporate | — | (17,475 | ) | 1,195 | 20 | ||||||||
Total | $ | 240,576 | $ | 124,334 | $ | 8,957 | $ | 12,299 | |||||
Three Months Ended September 30, 2012 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 117,489 | |||||||||||
Other services and support | 39 | ||||||||||||
Services | 117,528 | ||||||||||||
Products | 32,930 | ||||||||||||
Total Supply Chain Services | 150,458 | $ | 98,267 | $ | 308 | $ | 265 | ||||||
Performance Services | 48,108 | 12,000 | 5,497 | 11,824 | |||||||||
Corporate | — | (15,578 | ) | 970 | 166 | ||||||||
Total | $ | 198,566 | $ | 94,689 | $ | 6,775 | $ | 12,255 | |||||
The following table presents total assets (in thousands) as utilized by the Company's chief operating decision maker. | |||||||||||||
Total Assets | |||||||||||||
September 30, 2013 | |||||||||||||
Supply Chain Services | $ | 211,423 | |||||||||||
Performance Services | 227,773 | ||||||||||||
Corporate | 82,644 | ||||||||||||
Total | $ | 521,840 | |||||||||||
June 30, 2013 | |||||||||||||
Supply Chain Services | $ | 332,261 | |||||||||||
Performance Services | 194,414 | ||||||||||||
Corporate | 72,241 | ||||||||||||
Total | $ | 598,916 | |||||||||||
A reconciliation of segment adjusted EBITDA to operating income is as follows (in thousands): | |||||||||||||
Three Months Ended September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Segment Adjusted EBITDA | $ | 124,334 | $ | 94,689 | |||||||||
Depreciation and amortization | (8,356 | ) | (6,390 | ) | |||||||||
Amortization of purchased intangible assets | (601 | ) | (385 | ) | |||||||||
Merger and acquisition related expenses (a) | (142 | ) | — | ||||||||||
Strategic and financial restructuring expenses (b) | (1,842 | ) | (554 | ) | |||||||||
Equity in net income of unconsolidated affiliates (c) | (4,114 | ) | (2,781 | ) | |||||||||
Operating income | $ | 109,279 | $ | 84,579 | |||||||||
(a) | Represents legal, accounting and other expenses directly related to the acquisition of SYMMEDRx, LLC ('SYMMEDRx"). | ||||||||||||
(b) | Represents legal, accounting and other expenses directly related to strategic and financial restructuring expenses. | ||||||||||||
(c) | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, LLC ("Innovatix"), a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade, all of which is included in the supply chain services segment. |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS (Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Premier Healthcare Solutions, Inc. | ' | |||
Business Acquisition [Line Items] | ' | |||
BUSINESS ACQUISITIONS | ' | |||
BUSINESS ACQUISITIONS | ||||
On July 19, 2013, the Company purchased all the issued and outstanding units of SYMMEDRx for $28.8 million. The Company funded the acquisition by drawing on its senior secured revolving credit facility (see Note 6 - Lines of Credit for more information). The primary reason for the acquisition of SYMMEDRx, a business with a track record of analyzing and reducing costs for health systems through the innovative use of data, is to continue to strengthen the Company's ability to drive improvement in member cost savings. | ||||
The purchase price exceeded the fair value of the net tangible liabilities and identifiable intangible assets acquired from SYMMEDRx. As a result, the Company recorded goodwill in connection with this acquisition, which was assigned to the performance services segment. | ||||
The Company is in the process of finalizing the valuation of the assets acquired and liabilities assumed. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values, which is subject to adjustment once the valuation is complete, is as follows (in thousands): | ||||
Net tangible liabilities acquired | $ | (7 | ) | |
Intangible assets acquired | 5,571 | |||
Goodwill | 23,216 | |||
Total | $ | 28,780 | ||
The purchase price allocation is expected to be finalized in the quarter ended December 31, 2013. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET (Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Premier Healthcare Solutions, Inc. | ' | |||||||||
Goodwill [Line Items] | ' | |||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | ' | |||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | ||||||||||
Goodwill consists of the following (in thousands): | ||||||||||
Supply Chain Services | Performance Services | Total | ||||||||
Balance at June 30, 2013 | $ | 31,765 | $ | 29,645 | $ | 61,410 | ||||
SYMMEDRx acquisition | — | 23,216 | 23,216 | |||||||
Balance at September 30, 2013 | $ | 31,765 | $ | 52,861 | $ | 84,626 | ||||
Intangible assets, net consist of the following (in thousands): | ||||||||||
Weighted Average Useful Life | 30-Sep-13 | 30-Jun-13 | ||||||||
Identifiable intangible assets acquired: | ||||||||||
Technology | 5.0 years | $ | 16,670 | $ | 11,570 | |||||
Member relationships | 8.7 years | 6,520 | 6,260 | |||||||
Trade names | 5.0 years | 3,911 | 3,700 | |||||||
6.5 years | 27,101 | 21,530 | ||||||||
Accumulated amortization | (17,839 | ) | (17,238 | ) | ||||||
Total identifiable intangible assets acquired, net | $ | 9,262 | $ | 4,292 | ||||||
Amortization expense of intangible assets totaled $0.6 million and $0.4 million for the three months ended September 30, 2013 and 2012, respectively. | ||||||||||
The estimated future amortization expense of intangible assets is as follows: | ||||||||||
Twelve Months Ending September 30, | ||||||||||
2014 | $ | 2,764 | ||||||||
2015 | 2,659 | |||||||||
2016 | 1,644 | |||||||||
2017 | 1,310 | |||||||||
2018 | 885 | |||||||||
Total amortization expense | $ | 9,262 | ||||||||
The net carrying value of intangible assets by segment is as follows (in thousands): | ||||||||||
30-Sep-13 | 30-Jun-13 | |||||||||
Supply Chain Services | $ | 2,175 | $ | 2,436 | ||||||
Performance Services | 7,087 | 1,856 | ||||||||
Total | $ | 9,262 | $ | 4,292 | ||||||
LINES_OF_CREDIT
LINES OF CREDIT (Premier Healthcare Solutions, Inc., Line of Credit) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Premier Healthcare Solutions, Inc. | Line of Credit | ' | |||
Line of Credit Facility [Line Items] | ' | |||
LINES OF CREDIT | ' | |||
LINES OF CREDIT | ||||
On December 16, 2011, the Company entered into a $100.0 million senior secured revolving credit facility with Wells Fargo Bank, National Association (the "Revolving Facility"), which includes an accordion feature granting the Company the ability to increase the size of the Revolving Facility by an additional $100.0 million on terms and conditions mutually acceptable to the parties. Borrowings under the Revolving Facility generally bear interest at the lower of the London Interbank Offered Rate, (“LIBOR”), the Prime Rate or the Federal Funds Effective Rate, plus a margin ranging from 0.25% to 1.25% per annum, depending on the nature of the loan. In November 2012, the Company borrowed $10.0 million on its Revolving Facility, and repaid it in full in March 2013. In July 2013, the Company borrowed $30.0 million on its Revolving Facility and in September 2013, the Company borrowed an additional $30.0 million on its Revolving Facility. At September 30, 2013 and June 30, 2013, there was $60.0 million and $0, respectively, outstanding on the Revolving Facility. The Revolving Facility, which expires on December 16, 2014, includes restrictive covenants requiring the maintenance of certain financial and nonfinancial indicators, including a ratio of total liabilities to tangible net worth of less than or equal to 1.00 to 1.00, a minimum EBITDA (as defined in the Revolving Facility agreement) coverage ratio of 3.00 to 1.00 and a maximum total leverage ratio of 1.50 to 1.00. The Revolving Facility also includes customary negative covenants, including restrictions on other indebtedness, liens, conduct of business, consolidations, mergers or dissolutions, asset dispositions, investments, restricted payments, prepayment of indebtedness, transactions with insiders, restricted actions, ownership of subsidiaries, sale-leaseback transactions and negative pledges. The Company was in compliance with such negative covenants at September 30, 2013. Commitment fees on the Revolving Facility's unused commitments are 0.22% per annum. The Revolving Facility is guaranteed by substantially all of the Company's subsidiaries and secured by substantially all of the assets of such subsidiaries. | ||||
On August 17, 2012, SVS, LLC d/b/a S2S Global ("S2S Global"), a direct sourcing business of which the Company acquired 60% of the outstanding shares of common stock on December 6, 2011, obtained a revolving line of credit with a one‑year term for up to $10.0 million at an interest rate which is generally the lower of LIBOR plus 1.25% or the Prime Rate plus 0.25%. On August 2, 2013, S2S Global renewed and amended its revolving line of credit to include a $15.0 million credit limit and a $5.0 million accordion feature. The amended revolving line of credit has a maturity date of December 16, 2014. At September 30, 2013 and June 30, 2013, S2S Global had $11.5 million and $7.7 million, respectively, outstanding on the revolving line of credit, which is included in lines of credit, less current portion in the accompanying consolidated balance sheets. | ||||
Principal payments of the lines of credit are as follows (in thousands): | ||||
Twelve Months Ending September 30, | ||||
2014 | $ | 60,000 | ||
2015 | 11,508 | |||
Total principal payments | $ | 71,508 | ||
NOTES_PAYABLE
NOTES PAYABLE (Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Premier Healthcare Solutions, Inc. | ' | |||
Debt Instrument [Line Items] | ' | |||
NOTES PAYABLE | ' | |||
NOTES PAYABLE | ||||
At September 30, 2013 and June 30, 2013, the Company had $24.3 million and $23.4 million, respectively, in non-interest bearing notes payable outstanding to departed member owners, of which $4.2 million and $4.2 million, respectively, are included in current portion of notes payable and $20.1 million and $19.2 million, respectively, are included in notes payable, less current portion, in the accompanying consolidated balance sheets. | ||||
During 2011, the Company entered into a financing agreement related to certain software licenses, payable in five installments with the final installment due on July 1, 2014. At September 30, 2013 and June 30, 2013, the Company had $3.2 million and $3.2 million, respectively, outstanding on these non-interest bearing notes payable which are included in current portion of notes payable and notes payable, less current portion, respectively, in the accompanying consolidated balance sheets. | ||||
Principal payments of notes payable are as follows (in thousands): | ||||
Twelve Months Ending September 30, | ||||
2014 | $ | 7,438 | ||
2015 | 3,995 | |||
2016 | 4,072 | |||
2017 | 8,301 | |||
2018 | 3,671 | |||
Thereafter | 254 | |||
Total principal payments | $ | 27,731 | ||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||
Recurring Measurements | |||||||||||||
The Company measures the following assets at fair value on a recurring basis (in thousands): | |||||||||||||
Description | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||
September 30, 2013 | |||||||||||||
Cash equivalents | $ | 25,439 | $ | 25,439 | $ | — | $ | — | |||||
Corporate debt securities | 57,500 | — | 57,500 | — | |||||||||
Deferred compensation plan assets | 29,071 | 29,071 | — | — | |||||||||
Total assets | $ | 112,010 | $ | 54,510 | $ | 57,500 | $ | — | |||||
June 30, 2013 | |||||||||||||
Cash equivalents | $ | 170,510 | $ | 170,510 | $ | — | $ | — | |||||
Corporate debt securities | 57,323 | — | 57,323 | — | |||||||||
Deferred compensation plan assets | 24,489 | 24,489 | — | — | |||||||||
Total assets | $ | 252,322 | $ | 194,999 | $ | 57,323 | $ | — | |||||
Cash equivalents are included in cash and cash equivalents; corporate debt securities are included in marketable securities; and deferred compensation plan assets are included in prepaid expenses and other current assets ($1.5 million and $0.4 million at September 30, 2013 and June 30, 2013, respectively) and other assets ($27.6 million and $24.1 million at September 30, 2013 and June 30, 2013, respectively) in the accompanying consolidated balance sheets. The fair value of the Company's corporate debt securities, classified as Level 2, are valued using quoted prices for similar securities in active markets or quoted prices for identical or similar securities in markets that are not active. | |||||||||||||
Non-recurring Measurements | |||||||||||||
The Company's financial instruments not measured at fair value on a recurring basis include cash, accounts receivable, accounts payable, accrued liabilities, lines of credit and notes payable, which are reflected at cost in the accompanying consolidated balance sheets. With the exception of notes payable, the Company believes cost approximates fair value because of the short‑term nature of these financial instruments. The fair value of non-interest bearing notes payable, classified as Level 2, is less than their carrying value (see Note 7 - Notes Payable for more information) by approximately $1.0 million and $1.1 million at September 30, 2013 and June 30, 2013, respectively, based on an assumed market interest rate of 1.6% and 1.7%, respectively, at September 30, 2013 and June 30, 2013. |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Schedule of Available-for-sale Securities [Line Items] | ' | ||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||
MARKETABLE SECURITIES | |||||||||||||
The Company invests its excess cash in commercial paper, corporate debt securities, government securities and other securities with maturities generally ranging from three to 12 months from the date of purchase. The Company uses the specific-identification method to determine the cost of securities sold. Marketable securities, classified as available-for-sale, consist of the following (in thousands): | |||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | ||||||||||
September 30, 2013 | |||||||||||||
Corporate debt securities | $ | 57,487 | $ | 19 | $ | (6 | ) | $ | 57,500 | ||||
June 30, 2013 | |||||||||||||
Corporate debt securities | $ | 57,336 | $ | 12 | $ | (25 | ) | $ | 57,323 | ||||
INVESTMENTS
INVESTMENTS (Premier Healthcare Solutions, Inc.) | 3 Months Ended |
Sep. 30, 2013 | |
Premier Healthcare Solutions, Inc. | ' |
Schedule of Equity Method Investments [Line Items] | ' |
INVESTMENTS | ' |
INVESTMENTS | |
Innovatix provides group purchasing services to alternate site providers in specific classes of trade. PSCI held 50% of the membership units in Innovatix at September 30, 2013 and June 30, 2013. The Company accounts for its investment in Innovatix using the equity method of accounting. The carrying value of the Company's investment in Innovatix was $9.8 million and $5.7 million at September 30, 2013 and June 30, 2013, respectively. | |
Premier Insurance Exchange, Risk Retention Group ("PRx"), a Vermont domiciled reciprocal risk retention group currently in run‑off, historically provided directors and officers and primary hospital professional liability insurance to members of the Company. The Company has an investment in PRx and its allocated share of PRx capital was 14% at September 30, 2013 and June 30, 2013. The Company accounts for this investment using the equity method of accounting and the carrying value of its investment in PRx was zero at September 30, 2013 and June 30, 2013. | |
Global Healthcare Exchange, LLC ("GHx"), a privately held limited liability company, is an internet‑based trading exchange developed to reduce costs and improve efficiencies for all participants in the healthcare supply chain. Premier LP held 13% of the membership units in GHx at September 30, 2013 and June 30, 2013. The Company accounts for its investment in GHx using the equity method of accounting and the carrying value of its investment in GHx was zero at September 30, 2013 and June 30, 2013. |
INCOME_TAXES
INCOME TAXES (Premier Healthcare Solutions, Inc.) | 3 Months Ended |
Sep. 30, 2013 | |
Premier Healthcare Solutions, Inc. | ' |
Income Tax Disclosure [Line Items] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
The Company's income tax expense is attributable to the activities of the Company and PSCI, both subchapter C corporations. Under the provisions of federal and state statutes, Premier LP is not subject to federal and state income taxes. For federal income tax purposes, income realized by Premier LP is taxable to its partners. The Company and PSCI are subject to U.S. federal and state income taxes. | |
For the three months ended September 30, 2013 and 2012, the Company recorded a tax expense on income before taxes of $0.9 million and $2.5 million, respectively, which equates to an effective tax rate of 0.8% and 2.9%, respectively. For the three months ended September 30, 2013 and 2012, the effective tax rate differs from the 35% federal statutory rate primarily due to partnership income not subject to federal income taxes, state and local taxes and nondeductible expenses. |
REDEEMABLE_LIMITED_PARTNERS_CA
REDEEMABLE LIMITED PARTNERS' CAPITAL (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Temporary Equity [Line Items] | ' | ||||||||||||
REDEEMABLE LIMITED PARTNERS' CAPITAL | ' | ||||||||||||
REDEEMABLE LIMITED PARTNERS' CAPITAL | |||||||||||||
Redeemable limited partners' capital represents the member owners' 99% ownership of Premier LP. Pursuant to the terms of the historical limited partnership agreement, Premier LP is required to repurchase a limited partner's interest in Premier LP upon the sale of such limited partner's shares of PHSI common stock, such limited partners' withdrawal from Premier LP or such limited partner's failure to comply with the applicable purchase commitments under the existing limited partnership agreement of Premier LP. As a result, the redeemable limited partners' capital is classified as temporary equity in the mezzanine section of the consolidated balance sheets since (i) the withdrawal is at the option of each limited partner and (ii) the conditions of the repurchase are not solely within the Company's control. At September 30, 2013, the redemption value of the redeemable limited partners' capital approximates its carrying value. | |||||||||||||
The table below shows the changes in the redeemable limited partners' capital from June 30, 2013 to September 30, 2013 (in thousands): | |||||||||||||
Receivables From Limited Partners | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive (Loss) Income | Total Redeemable Limited Partners' Capital | ||||||||||
June 30, 2013 | $ | (56,571 | ) | $ | 364,219 | $ | (13 | ) | $ | 307,635 | |||
Issuance of redeemable limited partnership interest for notes receivable | (7,860 | ) | 7,860 | — | — | ||||||||
Distributions and reductions applied to receivables from limited partners | 30,362 | (28,009 | ) | — | 2,353 | ||||||||
Repurchase of redeemable limited partnership interest | — | (1,652 | ) | — | (1,652 | ) | |||||||
Net income attributable to Premier LP | — | 113,214 | — | 113,214 | |||||||||
Distributions to limited partners | — | (214,510 | ) | — | (214,510 | ) | |||||||
Net unrealized gain on marketable securities | — | — | 26 | 26 | |||||||||
September 30, 2013 | $ | (34,069 | ) | $ | 241,122 | $ | 13 | $ | 207,066 | ||||
Receivables from limited partners represent amounts due from limited partners for their required capital in Premier LP. These receivables are either interest bearing notes issued to new partners or non-interest bearing loans (contribution loans) provided to existing partners. Four interest bearing notes receivable were executed by partners of Premier LP during the three months ended September 30, 2013. These amounts are reflected as a reduction in redeemable limited partners' capital (which includes such receivables) because amounts due from limited partners for capital are not reflected as redeemable limited partnership capital until paid. | |||||||||||||
During the three months ended September 30, 2013, four partners withdrew from Premier LP. The limited partnership agreement provides for the payment of the partnership interest to former partners to occur five years from the date of withdrawal from the partnership without interest. Partnership interest obligations to former limited partners are reflected in notes payable in the accompanying consolidated balance sheets. In certain circumstances, Premier LP may provide an accelerated payout option to former partners on a discounted basis. | |||||||||||||
Premier LP maintains a distribution policy in which semi-annual cash distributions are made each February attributable to the recently completed six months ended December 31 and each September attributable to the recently completed six months ended June 30. As provided in the limited partnership agreement, the amount of actual cash distributed may be reduced by the amount of such distributions used by limited partners to offset contribution loans or other amounts payable to the Company. | |||||||||||||
Premier LP distributed $214.5 million to its limited partners in September 2013, of which $2.8 million was retained to reduce limited partner notes payable and related interest obligations and an additional $3.4 million was retained to reduce other amounts payable by limited partners to the Company, resulting in a cash distribution of $208.3 million. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS (Premier Healthcare Solutions, Inc.) | 3 Months Ended |
Sep. 30, 2013 | |
Premier Healthcare Solutions, Inc. | ' |
Related Party Transaction [Line Items] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
Premier LP and its wholly owned subsidiary, Provider Select, LLC, maintain a group purchasing agreement with GYNHA Services, Inc. ("GNYHA") whereby GNYHA utilizes the Company's GPO supplier contracts. GNYHA converted from a non‑owner member to a member owner effective January 1, 2013. GNYHA owned approximately 15% of the outstanding partnership interests in Premier LP as of September 30, 2013. Net administrative fees revenue recorded under the arrangement with GNYHA was $17.4 million for the three months ended September 30, 2013. Receivables from GNYHA, included in due from related party in the accompanying consolidated balance sheets, net, were $0.0 million and $1.1 million as of September 30, 2013 and June 30, 2013, respectively. | |
PSCI's 50% ownership share of Innovatix's net income included in other income, net in the accompanying consolidated statements of income is $4.1 million and $2.8 million for the three months ended September 30, 2013 and 2012, respectively. The Company maintains a group purchasing agreement with Innovatix under which Innovatix members are permitted to utilize Premier LP's GPO supplier contracts. Gross administrative fees revenue and a corresponding revenue share recorded under the arrangement were $8.2 million and $6.6 million for the three months ended September 30, 2013 and 2012, respectively. At September 30, 2013 and June 30, 2013, the Company has recorded Innovatix revenue share obligations, included in accounts payable and accrued expenses in the accompanying consolidated balance sheets, of $9.0 million and $2.8 million, respectively. | |
The Company conducts all operational activities for American Excess Insurance Exchange Risk Retention Group ("AEIX"), a reciprocal risk retention group that provides excess hospital, professional, umbrella and general liability insurance to certain hospital and healthcare system members. The Company is reimbursed by AEIX for actual costs, plus an annual incentive management fee not to exceed $500,000 per calendar year. The Company received cost reimbursement of $1.1 million and $1.0 million from AEIX for the three months ended September 30, 2013 and 2012, respectively, and annual incentive management fees of $0.1 million and $0.1 million for the three months ended September 30, 2013 and 2012, respectively. As of September 30, 2013 and June 30, 2013, $0.6 million and $0.5 million, respectively, in amounts payable by AEIX are included in due from related party in the accompanying consolidated balance sheets. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES (Premier Healthcare Solutions, Inc.) | 3 Months Ended |
Sep. 30, 2013 | |
Premier Healthcare Solutions, Inc. | ' |
Loss Contingencies [Line Items] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
The Company is not currently involved in any significant litigation. However, the Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include claims relating to commercial, employment, antitrust, intellectual property or other regulatory matters, among others. If current or future government regulations are interpreted or enforced in a manner adverse to the Company or its business, specifically those with respect to antitrust or healthcare laws, the Company may be subject to enforcement actions, penalties and other material limitations which could have a material adverse effect on the Company's business, financial condition and results of operations. |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. Premier, Inc. believes that all disclosures are adequate to make the information presented not misleading and should be read in conjunction with the financial statements and related footnotes contained in the prospectus, dated September 25, 2013, filed with the SEC (the "Prospectus"). | |
Use of Estimates | ' |
The preparation of Premier, Inc.'s financial statements requires management to make estimates and judgments that affect the reported amounts of assets and expenses and related disclosure of contingent assets and liabilities. Estimates are evaluated on an ongoing basis. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) (Premier Healthcare Solutions, Inc.) | 3 Months Ended |
Sep. 30, 2013 | |
Premier Healthcare Solutions, Inc. | ' |
Accounting Policies [Line Items] | ' |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") relating to reporting of amounts reclassified out of accumulated other comprehensive income. The update requires presentation of information about significant amounts reclassified from each component of accumulated other comprehensive income, the sources of the items reclassified, and the income statement lines affected, either parenthetically on the face of the financial statements or in the notes to the financial statements. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, and did not have a material effect on the Company's consolidated financial statements. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||
Sep. 30, 2013 | |||
Earnings Per Share [Abstract] | ' | ||
Reconciliation of common shares used for basic earnings per share and diluted earnings per share and anti-dilutive securities | ' | ||
The following table provides a reconciliation of common shares used for basic earnings per share and diluted earnings per share for the three months ended September 30, 2013: | |||
Weighted average number of common shares used for basic earnings per share (a) | 100 | ||
Effect of potentially dilutive shares (b) | — | ||
Weighted average number of common shares and potential dilutive shares used for diluted earnings per share | 100 | ||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | — | ||
(a) Weighted average number of common shares used for basic earnings per share excludes 46,206 weighted average shares of non-vested restricted stock units and 54,125 weighted average shares of non-vested performance share awards for the three months ended September 30, 2013. | |||
(b) The effect of 26,408 restricted stock units for the three months ended September 30, 2013 was excluded from the diluted weighted average shares outstanding due to the net loss sustained for the period. | |||
(c) Represents stock options excluded from the calculation of diluted earnings per share as such options had exercise prices in excess of the weighted average market price of Premier, Inc.'s common stock during the period. |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | ||
Sep. 30, 2013 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||
Key assumptions used for determining the fair value of stock options granted | ' | ||
Key assumptions used for determining the fair value of stock options granted were as follows: | |||
Expected life (1) | 6 years | ||
Expected dividend (2) | — | ||
Expected volatility (3) | 42 | % | |
Risk-free interest rate (4) | 1.71 | % | |
(1) The six-year expected life (estimated period of time outstanding) of stock options granted was estimated using the "Simplified Method" which utilizes the midpoint between the vesting date and the end of the contractual term. This method was utilized for the stock options due to the lack of historical exercise behavior of Premier Inc.'s employees. | |||
(2) No dividends are expected to be paid over the contractual term of the stock options granted, resulting in the use of a zero expected dividend rate. | |||
(3) The expected volatility rate is based on the observed historical volatilities of comparable companies. | |||
(4) The risk-free interest rate was interpolated from the five-year and seven-year United States constant maturity market yield as of the date of the grant. |
SUBSEQUENT_EVENTS_Tables
SUBSEQUENT EVENTS (Tables) | 3 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Subsequent Events [Abstract] | ' | |||||||||||
Pro forma financial information for Reorganization and Initial Public Offering | ' | |||||||||||
PHSI | Pro Forma Adjustments (Revised) | Premier, Inc. Pro Forma (Revised) | ||||||||||
Assets | ||||||||||||
Cash and cash equivalents | $ | 75,351 | $ | 277,814 | -1 | $ | 353,165 | |||||
Marketable securities | 57,500 | — | 57,500 | |||||||||
Accounts receivable, net | 61,968 | — | 61,968 | |||||||||
Inventories - finished goods | 13,029 | — | 13,029 | |||||||||
Prepaid expenses and other current assets | 34,576 | (5,555 | ) | -2 | 29,021 | |||||||
Due from related party | 788 | — | 788 | |||||||||
Deferred tax assets | 7,691 | — | 7,691 | |||||||||
Total current assets | 250,903 | 272,259 | 523,162 | |||||||||
Investments | 10,773 | — | 10,773 | |||||||||
Property and equipment, net | 119,538 | — | 119,538 | |||||||||
Restricted cash | 5,000 | — | 5,000 | |||||||||
Deferred tax assets | 13,328 | 294,950 | -3 | 308,278 | ||||||||
Goodwill | 84,626 | — | 84,626 | |||||||||
Intangible assets, net | 9,262 | — | 9,262 | |||||||||
Other assets | 28,410 | — | 28,410 | |||||||||
Total assets | $ | 521,840 | $ | 567,209 | $ | 1,089,049 | ||||||
Liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | ||||||||||||
Accounts payable | $ | 16,899 | $ | — | $ | 16,899 | ||||||
Accrued expenses | 25,486 | — | 25,486 | |||||||||
Revenue share obligations | 5,085 | — | 5,085 | |||||||||
Accrued compensation and benefits | 22,374 | — | 22,374 | |||||||||
Deferred revenue | 17,492 | — | 17,492 | |||||||||
Current portion of notes payable | 7,438 | — | 7,438 | |||||||||
Current portion of lines of credit | 60,000 | — | 60,000 | |||||||||
Payable pursuant to tax receivable agreement | — | 10,142 | -3 | 10,142 | ||||||||
Income tax payable | — | 8,425 | -4 | 8,425 | ||||||||
Other current liabilities | 2,402 | — | 2,402 | |||||||||
Total current liabilities | 157,176 | 18,567 | 175,743 | |||||||||
Notes payable, less current portion | 20,293 | — | 20,293 | |||||||||
Lines of credit, less current portion | 11,508 | — | 11,508 | |||||||||
Payable pursuant to tax receivable agreement, less current portion | — | 194,651 | -3 | 194,651 | ||||||||
Deferred compensation plan obligations | 27,653 | — | 27,653 | |||||||||
Deferred rent | 15,841 | — | 15,841 | |||||||||
Other long-term liabilities | 5,387 | — | 5,387 | |||||||||
Total liabilities | 237,858 | 213,218 | 451,076 | |||||||||
Redeemable limited partners' capital | 207,066 | 2,799,276 | -5 | 3,006,342 | ||||||||
Stockholders' equity (deficit): | ||||||||||||
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding | — | — | — | |||||||||
Common stock, par value $0.01, 12,250,000 shares authorized; 5,626,784 shares issued and outstanding, no shares outstanding on a pro forma basis | 56 | (56 | ) | -6 | — | |||||||
Class A common stock, par value $0.01, 500,000,000 shares authorized; 32,374,751 shares issued and outstanding on a pro forma basis | — | 324 | -6 | 324 | ||||||||
Class B common stock, par value $0.000001, 600,000,000 shares authorized; 112,607,832 shares issued and outstanding on a pro forma basis | — | — | -6 | — | ||||||||
Additional paid-in capital | 28,503 | (28,503 | ) | -7 | — | |||||||
Retained earnings (accumulated deficit) | 50,321 | (2,417,053 | ) | -8 | (2,366,732 | ) | ||||||
Noncontrolling interest | (1,964 | ) | — | (1,964 | ) | |||||||
Accumulated other comprehensive income | — | 3 | -5 | 3 | ||||||||
Total stockholders' equity (deficit) | 76,916 | (2,445,285 | ) | (2,368,369 | ) | |||||||
Total liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | $ | 521,840 | $ | 567,209 | $ | 1,089,049 | ||||||
PREMIER, INC. | ||||||||||||
Pro Forma Consolidated Statement of Income | ||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||
(Unaudited) | ||||||||||||
(In thousands, except per share data) | ||||||||||||
PHSI | Pro Forma Adjustments | Premier, Inc. Pro Forma (Revised) | ||||||||||
Net revenue: | ||||||||||||
Net administrative fees | $ | 143,576 | $ | (41,263 | ) | -9 | $ | 102,313 | ||||
Other services and support | 53,252 | — | 53,252 | |||||||||
Services | 196,828 | (41,263 | ) | 155,565 | ||||||||
Products | 43,748 | — | 43,748 | |||||||||
240,576 | (41,263 | ) | 199,313 | |||||||||
Cost of revenue: | ||||||||||||
Services | 27,488 | — | 27,488 | |||||||||
Products | 40,038 | — | 40,038 | |||||||||
67,526 | — | 67,526 | ||||||||||
Gross profit | 173,050 | (41,263 | ) | 131,787 | ||||||||
Operating expenses: | ||||||||||||
Selling, general and administrative | 62,318 | 325 | 62,643 | |||||||||
Research and development | 852 | — | 852 | |||||||||
Amortization of purchased intangible assets | 601 | — | 601 | |||||||||
63,771 | 325 | 64,096 | ||||||||||
Operating income | 109,279 | (41,588 | ) | 67,691 | ||||||||
Equity in net income of unconsolidated affiliates | 4,114 | — | 4,114 | |||||||||
Interest and investment income, net | 220 | — | 220 | |||||||||
Gain on disposal of assets | 4 | — | 4 | |||||||||
Other income, net | 4,338 | — | 4,338 | |||||||||
Income before income taxes | 113,617 | (41,588 | ) | 72,029 | ||||||||
Income tax expense | 891 | 5,870 | -10 | 6,761 | ||||||||
Net income | 112,726 | (47,458 | ) | 65,268 | ||||||||
Add: Net loss attributable to noncontrolling interest in SVS, LLC | 210 | — | 210 | |||||||||
Less: Net income attributable to noncontrolling interest in Premier LP | (113,214 | ) | 62,184 | -11 | (51,030 | ) | ||||||
Net (loss) income attributable to noncontrolling interest | (113,004 | ) | 62,184 | (50,820 | ) | |||||||
Net (loss) income attributable to PHSI/Premier, Inc. shareholders | $ | (278 | ) | $ | 14,726 | $ | 14,448 | |||||
Weighted average shares outstanding of Class A common stock: | ||||||||||||
Basic | 5,627 | 32,375 | -13 | |||||||||
Diluted | 5,627 | 32,375 | -13 | |||||||||
Loss per share of Class A common stock: | ||||||||||||
Basic | $ | (0.05 | ) | $ | (79.00 | ) | -12 | |||||
Diluted | $ | (0.05 | ) | $ | (79.00 | ) | -12 | |||||
-1 | Reflects net effect on cash and cash equivalents of the receipt of gross proceeds from the IPO of $874.1 million (with an IPO price of $27.00 per share of Class A common stock) and the purchase of units from the member owners described above. | |||||||||||
(In thousands) | ||||||||||||
Actual cash as reported | $ | 75,351 | ||||||||||
Pro forma adjustments | ||||||||||||
Gross proceeds from the IPO | 874,118 | |||||||||||
Underwriting discounts, commissions and other expenses | (52,447 | ) | ||||||||||
Purchases of Class B common units from the member owners | (543,857 | ) | ||||||||||
277,814 | ||||||||||||
Pro forma cash balance | $ | 353,165 | ||||||||||
-2 | Reflects the reduction of prepaid expenses related to the IPO, with an offset to the proceeds of the IPO in additional paid-in capital. | |||||||||||
-3 | Premier LP intends to have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended, or the Code, and comparable elections under state and local tax law, such that the initial sale of Class B common units by PHSI and the member owners will result in adjustments to the tax basis of the assets of Premier LP. These increases in tax basis are expected to increase (for tax purposes) the depreciation and amortization deductions by Premier LP, and therefore, to reduce the amount of income tax that Premier, Inc. would otherwise be required to pay in the future. In connection with the Reorganization and IPO, Premier, Inc. has entered into a tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO, pursuant to which Premier, Inc. agrees to pay to the member owners, generally over a 15-year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local and franchise income tax that Premier, Inc. actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in tax basis resulting from the sale or exchange of Class B common units by the member owners. The unaudited pro forma consolidated financial statements reflect adjustments (shown in the pro forma adjustments column above) to give effect to the Section 754 election and the tax receivable agreement based on the following assumptions: | |||||||||||
• | The unaudited pro forma consolidated financial statements include adjustments to reflect the expected increase in deferred tax assets representing the income tax effects of the increases in the tax basis as a result of Premier LP's election under Section 754 of the Code in connection with the initial sale of Class B common units described above. This adjustment is calculated based on an estimated effective income tax rate for Premier, Inc. of 39%, which includes a provision for U.S. federal income taxes and assumes (i) Premier, Inc.'s estimated statutory rates apportioned to each state and local tax jurisdiction, (ii) that there are no material changes in the relevant tax law, and (iii) that Premier, Inc. earns sufficient taxable income in each year to realize the full tax benefit of the amortization of its assets. | |||||||||||
• | Premier, Inc. will determine the adjustments in connection with the Section 754 election by first calculating the excess of each selling member owner's and PHSI's assumed selling price over such person's share of Premier LP's tax basis in its assets attributable to the Class B common units being sold to Premier, Inc. Premier, Inc. will then allocate the aggregate excess among Premier LP's assets following applicable tax regulations governing adjustments that result from the Section 754 election. Premier, Inc. will determine each selling member owner's share of the tax basis in Premier LP's assets attributable to the Class B common units sold to Premier, Inc. by multiplying the member owner's tax capital account balance as of the date of sale as maintained in Premier LP's books and records by a fraction, the numerator of which is the number of Class B common units sold to us, and the denominator of which is the number of Class B common units held by the selling member owner immediately prior to the sale. For purposes of the calculation, the assumed selling price per Class B common unit will equal the price paid per share of the Class A common stock by the underwriters to Premier, Inc. in the IPO. The adjustments are expected to increase Premier LP's basis in its assets (for tax purposes), and Premier, Inc. will calculate the amount of any depreciation, amortization and other deductions to which it will be entitled as a result of these adjustments. Premier, Inc. will then calculate Premier, Inc.'s tax liability with and without the deductions attributable to these adjustments, assuming that Premier, Inc. earns sufficient taxable income in each year to realize the full benefit of the deductions. Premier, Inc. will compute the estimated tax benefit attributable to the election as the excess of Premier, Inc.'s tax liability as so computed without the deductions over Premier, Inc.'s tax liability as so computed with the deductions. Additionally, the tax receivable agreement payments may give rise to adjustments that result in Premier LP becoming entitled to additional deductions, and the calculation of Premier, Inc.'s liability under the tax receivable agreement would take these adjustments and additional resulting deductions into account. | |||||||||||
• | Premier LP's election under Section 754 of the Code is at the discretion of Premier LP and is not subject to review or approval by the IRS or other tax authorities. The computation of the adjustments resulting from the Section 754 election and Premier, Inc.'s tax liability is subject to audit by the IRS and other tax authorities in the same manner as all other items reported on income tax returns. | |||||||||||
• | The unaudited pro forma consolidated financial statements include cumulative adjustments of $204.8 million, of which $10.1 million is expected to be paid in the next 12 months, and is reflected as a current liability with the remaining balance classified as a long-term liability, to reflect a liability equal to 85% of the estimated realizable tax benefit resulting from the estimated increase in tax basis due to Premier LP's Section 754 election in connection with the initial sale by the member owners, of the Class B common units described above as an increase to payable pursuant to the tax receivable agreement. | |||||||||||
• | The unaudited pro forma consolidated financial statements include adjustments to reflect deferred tax assets for the change in the allocation of Premier LP's income from 1% of operating income and 5% of investment income to PHSI prior to the Reorganization to approximately 22% of Premier LP's income to Premier, Inc. (indirectly through Premier GP), measured by the difference in the tax basis of Premier, Inc.'s investment in Premier LP as compared to its GAAP carrying value. The adjustments related to Premier LP's Section 754 election described above are a component of Premier, Inc.'s tax basis in Premier LP. | |||||||||||
Pursuant to the terms of the exchange agreement, the member owners and new limited partners admitted to Premier LP following the completion of the IPO may subsequently exchange Class B common units in Premier LP for shares of Premier, Inc.'s Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier, Inc.'s Class A common stock pursuant to the exchange agreement may result in increases in the tax basis of the tangible and intangible assets of Premier LP (85% of the realized tax benefits from which will be due to the limited partners and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These subsequent exchanges have not been reflected in the unaudited pro forma consolidated financial statements. | ||||||||||||
In addition, the pro forma adjustment reflects $0.1 million of Premier, Inc. deferred taxes related to stock-based compensation. | ||||||||||||
-4 | Reflects income taxes payable due as a result of the purchase of Class B common units from PHSI. | |||||||||||
-5 | Reflects the increase in the noncontrolling interest held by the limited partners in Premier L.P. resulting from the net proceeds from the IPO used to purchase Class A common units from Premier LP of $247.7 million and Class B common units from PHSI of $21.7 million, net of taxes of $8.4 million, and the contribution of the common stock of PHSI in connection with the Reorganization of $76.9 million. This is offset by an adjustment of $133.7 million to reflect the approximately 78% controlling interest held by the limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited pro forma consolidated balance sheets. Immediately following the effective date of the LP Agreement, all of Premier LP's limited partners that approved the Reorganization received Class B common units and capital account balances in Premier LP equal to their percentage interests and capital account balances in Premier LP immediately preceding the Reorganization. Premier, Inc. used a portion of the net proceeds from the IPO to purchase (i) Class A common units, (ii) Class B common units from PHSI and (iii) Class B common units from the member owners, resulting in a reduction in the noncontrolling interest attributable to the limited partners from 99% to approximately 78%. | |||||||||||
Reflects the increase in redeemable limited partners' capital of $2,586.7 million to record the balance at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement, at the date of the Reorganization. This results in an offsetting decrease in retained earnings of $41.7 million, followed by an offsetting decrease in additional paid-in-capital of $178.3 million and with a final offsetting increase in accumulated deficit of $2,366.7 million. | ||||||||||||
-6 | Reflects (i) the exchange of the existing PHSI shares of common stock, common stock subscribed and related subscriptions receivable for Class B common units, (ii) the issuance of Class B common stock in connection with the Reorganization and (iii) the issuance of Class A common stock in connection with the IPO. | |||||||||||
-7 | Reflects the impact of the adjustments in notes (1), (2), (3), (5) and (6) above to additional paid-in capital: | |||||||||||
• | an increase of $90.0 million due to an increase in deferred tax assets described in note (3) of $294.8 million offset by an increase in payables pursuant to the tax receivable agreement of $204.8 million; | |||||||||||
• | an increase of $821.7 million from the net proceeds from the IPO less the par value of the shares of Class A common stock sold in the IPO of $0.3 million and less prepaid offering expenses of $5.6 million; | |||||||||||
• | a decrease of $756.4 million to reflect the difference between the consideration paid to acquire the Class A and B common units and the adjustment to the carrying value of the noncontrolling interest described in note (5) above; and | |||||||||||
• | a decrease in the remaining balance of additional paid-in-capital related to the increase in redeemable limited partners' capital to its redemption value, as described in note (5) above. | |||||||||||
In addition, Premier, Inc. recorded stock-based compensation expense for the three months ended September 30, 2013 of $0.3 million. | ||||||||||||
-8 | Reflects Premier, Inc.'s net loss attributable to stock-based compensation, net of tax, for the three months ended September 30, 2013, and income tax expense as a result of the purchase of Class B common units from PHSI, as well as the decrease in retained earnings and increase in accumulated deficit related to the increase in redeemable limited partners' capital to its redemption value, as described in note (5) above. | |||||||||||
-9 | Following the completion of the Reorganization and the IPO, Premier LP became contractually required under the GPO participation agreements to pay each member owner revenue share from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's member facilities through Premier LP's GPO supplier contracts. In addition, Premier LP's two largest regional GPO member owners, which represented approximately 17% of its gross administrative fees revenue for fiscal year 2013, will each remit all gross administrative fees collected by such member owner based upon purchasing by such member owner's member facilities through the member owner's own GPO supplier contracts and receive revenue share from Premier LP equal to 30% of such gross administrative fees remitted to Premier LP. Historically, Premier LP has not generally had a contractual requirement to pay revenue share to member owners participating in its GPO programs, but has paid semi-annual distributions of partnership income. In the case of the three month period ended September 30, 2013, the board of directors approved a distribution on Premier LP income in the amount of $78.0 million, of which $11.8 million has been paid as of September 30, 2013, calculated in a consistent manner with its historical semi-annual distributions pursuant to the historical limited partnership agreement of Premier LP, to its member owners who approved the Reorganization. This distribution is not reflected in these unaudited pro forma consolidated financial statements. In addition, certain members that have not owned, or do not currently own, limited partnership interests in Premier LP, common stock of PHSI or common units, as the context may require, or non-owner members, have historically operated under, and following the consummation of the Reorganization and IPO continue to operate under, contractual relationships that provide for a specific revenue share that differs from the 30% revenue share that Premier LP will provide to its member owners under the GPO participation agreements following consummation of the Reorganization and the IPO. As a result, Premier LP's revenue share expense is expected to be approximately 36% of gross administrative fees following the consummation of the Reorganization and the IPO, compared to approximately 9% of gross administrative fees for the three months ended September 30, 2013, which will result in a decrease in net revenue for the three months ended September 30, 2013 on a pro forma basis when compared to the actual net revenue for the same period. These unaudited pro forma consolidated financial statements assume that all of Premier LP's member owners prior to the Reorganization continued as member owners subsequent to the Reorganization and IPO and, therefore, do not reflect any possible loss in revenue if any member owners cease to continue as member owners. Pro forma revenue share is calculated at 30% from their respective dates of conversion from non-owner members to member owners. | |||||||||||
-10 | Upon the completion of the Reorganization and the IPO, Premier, Inc. became subject to additional U.S. federal, state and local income taxes with respect to its additional allocable share of any taxable income of Premier LP. As a result, there is a pro forma adjustment to income tax expense to reflect an estimated effective income tax rate of 39%, which includes a provision for U.S. federal income taxes and assumes Premier, Inc.'s estimated statutory rates apportioned to each state and local tax jurisdiction. The low effective tax rate is attributable to the flow through of partnership income which is not subject to federal income taxes. For federal income tax purposes, income realized by Premier LP is taxable to its partners. | |||||||||||
-11 | Reflects the reduction in noncontrolling interest in Premier LP from 99% to approximately 78%. | |||||||||||
-12 | Pro forma basic earnings per share was computed by dividing the pro forma net income attributable to Premier, Inc., after the $2,586.7 million adjustment of redeemable limited partners' capital to redemption amount, by the 32,374,751 shares of Class A common stock that were issued and sold in the IPO and pro forma diluted earnings per share was computed by dividing the pro forma net income attributable to Premier, Inc., after the $2,586.7 million adjustment of redeemable limited partners' capital to redemption amount, by the 32,374,751 shares of Class A common stock that were issued and sold in the IPO. | |||||||||||
-13 | Reflects the issuance of 32,374,751 shares of Class A common stock in the IPO. The impact of 26,408 shares were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. |
SEGMENTS_Tables
SEGMENTS (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Segment Reporting Information [Line Items] | ' | ||||||||||||
Schedule of Adjusted EBITDA and Other Income Statement Information and Total Assets by Segment | ' | ||||||||||||
The following table presents segment adjusted EBITDA and other information (in thousands) as utilized by the Company's chief operating decision maker. | |||||||||||||
Net Revenue | Segment Adjusted EBITDA | Depreciation & Amortization Expense | Capital Expenditures | ||||||||||
Three Months Ended September 30, 2013 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 143,576 | |||||||||||
Other services and support | 134 | ||||||||||||
Services | 143,710 | ||||||||||||
Products | 43,748 | ||||||||||||
Total Supply Chain Services | 187,458 | $ | 125,480 | $ | 327 | $ | 300 | ||||||
Performance Services | 53,118 | 16,329 | 7,435 | 11,979 | |||||||||
Corporate | — | (17,475 | ) | 1,195 | 20 | ||||||||
Total | $ | 240,576 | $ | 124,334 | $ | 8,957 | $ | 12,299 | |||||
Three Months Ended September 30, 2012 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 117,489 | |||||||||||
Other services and support | 39 | ||||||||||||
Services | 117,528 | ||||||||||||
Products | 32,930 | ||||||||||||
Total Supply Chain Services | 150,458 | $ | 98,267 | $ | 308 | $ | 265 | ||||||
Performance Services | 48,108 | 12,000 | 5,497 | 11,824 | |||||||||
Corporate | — | (15,578 | ) | 970 | 166 | ||||||||
Total | $ | 198,566 | $ | 94,689 | $ | 6,775 | $ | 12,255 | |||||
The following table presents total assets (in thousands) as utilized by the Company's chief operating decision maker. | |||||||||||||
Total Assets | |||||||||||||
September 30, 2013 | |||||||||||||
Supply Chain Services | $ | 211,423 | |||||||||||
Performance Services | 227,773 | ||||||||||||
Corporate | 82,644 | ||||||||||||
Total | $ | 521,840 | |||||||||||
June 30, 2013 | |||||||||||||
Supply Chain Services | $ | 332,261 | |||||||||||
Performance Services | 194,414 | ||||||||||||
Corporate | 72,241 | ||||||||||||
Total | $ | 598,916 | |||||||||||
Reconciliation of Segment Adjusted EBITDA to Operating Income | ' | ||||||||||||
A reconciliation of segment adjusted EBITDA to operating income is as follows (in thousands): | |||||||||||||
Three Months Ended September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Segment Adjusted EBITDA | $ | 124,334 | $ | 94,689 | |||||||||
Depreciation and amortization | (8,356 | ) | (6,390 | ) | |||||||||
Amortization of purchased intangible assets | (601 | ) | (385 | ) | |||||||||
Merger and acquisition related expenses (a) | (142 | ) | — | ||||||||||
Strategic and financial restructuring expenses (b) | (1,842 | ) | (554 | ) | |||||||||
Equity in net income of unconsolidated affiliates (c) | (4,114 | ) | (2,781 | ) | |||||||||
Operating income | $ | 109,279 | $ | 84,579 | |||||||||
(a) | Represents legal, accounting and other expenses directly related to the acquisition of SYMMEDRx, LLC ('SYMMEDRx"). | ||||||||||||
(b) | Represents legal, accounting and other expenses directly related to strategic and financial restructuring expenses. | ||||||||||||
(c) | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, LLC ("Innovatix"), a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade, all of which is included in the supply chain services segment. |
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Premier Healthcare Solutions, Inc. | ' | |||
Business Acquisition [Line Items] | ' | |||
Schedule of the Purchase Price of Assets Acquired and Liabilites Assumed | ' | |||
The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values, which is subject to adjustment once the valuation is complete, is as follows (in thousands): | ||||
Net tangible liabilities acquired | $ | (7 | ) | |
Intangible assets acquired | 5,571 | |||
Goodwill | 23,216 | |||
Total | $ | 28,780 | ||
The purchase price allocation is expected to be finalized in the quarter ended December 31, 2013. |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Premier Healthcare Solutions, Inc. | ' | |||||||||
Goodwill [Line Items] | ' | |||||||||
Schedule of Goodwill | ' | |||||||||
Goodwill consists of the following (in thousands): | ||||||||||
Supply Chain Services | Performance Services | Total | ||||||||
Balance at June 30, 2013 | $ | 31,765 | $ | 29,645 | $ | 61,410 | ||||
SYMMEDRx acquisition | — | 23,216 | 23,216 | |||||||
Balance at September 30, 2013 | $ | 31,765 | $ | 52,861 | $ | 84,626 | ||||
Schedule of Intangible Assets | ' | |||||||||
Intangible assets, net consist of the following (in thousands): | ||||||||||
Weighted Average Useful Life | 30-Sep-13 | 30-Jun-13 | ||||||||
Identifiable intangible assets acquired: | ||||||||||
Technology | 5.0 years | $ | 16,670 | $ | 11,570 | |||||
Member relationships | 8.7 years | 6,520 | 6,260 | |||||||
Trade names | 5.0 years | 3,911 | 3,700 | |||||||
6.5 years | 27,101 | 21,530 | ||||||||
Accumulated amortization | (17,839 | ) | (17,238 | ) | ||||||
Total identifiable intangible assets acquired, net | $ | 9,262 | $ | 4,292 | ||||||
Schedule of Future Amortization Expense | ' | |||||||||
The estimated future amortization expense of intangible assets is as follows: | ||||||||||
Twelve Months Ending September 30, | ||||||||||
2014 | $ | 2,764 | ||||||||
2015 | 2,659 | |||||||||
2016 | 1,644 | |||||||||
2017 | 1,310 | |||||||||
2018 | 885 | |||||||||
Total amortization expense | $ | 9,262 | ||||||||
Schedule of Intangible Assets by Segment | ' | |||||||||
The net carrying value of intangible assets by segment is as follows (in thousands): | ||||||||||
30-Sep-13 | 30-Jun-13 | |||||||||
Supply Chain Services | $ | 2,175 | $ | 2,436 | ||||||
Performance Services | 7,087 | 1,856 | ||||||||
Total | $ | 9,262 | $ | 4,292 | ||||||
LINES_OF_CREDIT_LINES_OF_CREDI
LINES OF CREDIT LINES OF CREDIT (Tables) (Line of Credit, Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Line of Credit | Premier Healthcare Solutions, Inc. | ' | |||
Line of Credit Facility [Line Items] | ' | |||
Schedule of Maturities of Lines of Credit [Table Text Block] | ' | |||
Principal payments of the lines of credit are as follows (in thousands): | ||||
Twelve Months Ending September 30, | ||||
2014 | $ | 60,000 | ||
2015 | 11,508 | |||
Total principal payments | $ | 71,508 | ||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Premier Healthcare Solutions, Inc. | ' | |||
Debt Instrument [Line Items] | ' | |||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||
Principal payments of notes payable are as follows (in thousands): | ||||
Twelve Months Ending September 30, | ||||
2014 | $ | 7,438 | ||
2015 | 3,995 | |||
2016 | 4,072 | |||
2017 | 8,301 | |||
2018 | 3,671 | |||
Thereafter | 254 | |||
Total principal payments | $ | 27,731 | ||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ||||||||||||
Schedule of Assets at Fair Value on a Recurring Basis | ' | ||||||||||||
The Company measures the following assets at fair value on a recurring basis (in thousands): | |||||||||||||
Description | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||
September 30, 2013 | |||||||||||||
Cash equivalents | $ | 25,439 | $ | 25,439 | $ | — | $ | — | |||||
Corporate debt securities | 57,500 | — | 57,500 | — | |||||||||
Deferred compensation plan assets | 29,071 | 29,071 | — | — | |||||||||
Total assets | $ | 112,010 | $ | 54,510 | $ | 57,500 | $ | — | |||||
June 30, 2013 | |||||||||||||
Cash equivalents | $ | 170,510 | $ | 170,510 | $ | — | $ | — | |||||
Corporate debt securities | 57,323 | — | 57,323 | — | |||||||||
Deferred compensation plan assets | 24,489 | 24,489 | — | — | |||||||||
Total assets | $ | 252,322 | $ | 194,999 | $ | 57,323 | $ | — | |||||
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Schedule of Available-for-sale Securities [Line Items] | ' | ||||||||||||
Schedule of Available-for-sale Securities | ' | ||||||||||||
Marketable securities, classified as available-for-sale, consist of the following (in thousands): | |||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | ||||||||||
September 30, 2013 | |||||||||||||
Corporate debt securities | $ | 57,487 | $ | 19 | $ | (6 | ) | $ | 57,500 | ||||
June 30, 2013 | |||||||||||||
Corporate debt securities | $ | 57,336 | $ | 12 | $ | (25 | ) | $ | 57,323 | ||||
REDEEMABLE_LIMITED_PARTNERS_CA1
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) (Premier Healthcare Solutions, Inc.) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Premier Healthcare Solutions, Inc. | ' | ||||||||||||
Temporary Equity [Line Items] | ' | ||||||||||||
Changes in Redeemable Limited Partners' Capital | ' | ||||||||||||
The table below shows the changes in the redeemable limited partners' capital from June 30, 2013 to September 30, 2013 (in thousands): | |||||||||||||
Receivables From Limited Partners | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive (Loss) Income | Total Redeemable Limited Partners' Capital | ||||||||||
June 30, 2013 | $ | (56,571 | ) | $ | 364,219 | $ | (13 | ) | $ | 307,635 | |||
Issuance of redeemable limited partnership interest for notes receivable | (7,860 | ) | 7,860 | — | — | ||||||||
Distributions and reductions applied to receivables from limited partners | 30,362 | (28,009 | ) | — | 2,353 | ||||||||
Repurchase of redeemable limited partnership interest | — | (1,652 | ) | — | (1,652 | ) | |||||||
Net income attributable to Premier LP | — | 113,214 | — | 113,214 | |||||||||
Distributions to limited partners | — | (214,510 | ) | — | (214,510 | ) | |||||||
Net unrealized gain on marketable securities | — | — | 26 | 26 | |||||||||
September 30, 2013 | $ | (34,069 | ) | $ | 241,122 | $ | 13 | $ | 207,066 | ||||
ORGANIZATION_AND_BASIS_OF_PRES2
ORGANIZATION AND BASIS OF PRESENTATION (Details) (Premier LP) | 3 Months Ended |
Sep. 30, 2013 | |
Premier LP | ' |
Schedule of Organization [Line Items] | ' |
Limited partnership, general partner ownership percentage | 1.00% |
Limited partnership, limited partners ownership percentage | 99.00% |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Jun. 30, 2013 | |
Class A Common Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock, shares issued | 100 | 100 |
Common stock, par value | $0.01 | $0.01 |
Common stock | $1 | $1 |
Voting rights of common stock | 'one vote for each share held | ' |
Class B Common Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock | $0 | $0 |
Voting rights of common stock | 'one vote for each share held | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) | 3 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | ||
Schedule of Weighted Average Number of Shares Outstanding [Line Items] | ' | ' | |
Potentially dilutive shares | 0 | [1] | ' |
Reconciliation of common shares used for basic earnings per share and diluted earnings per share | ' | ' | |
Weighted average number of common shares used for basic earnings per share (a) | 100 | [2] | ' |
Effect of potentially dilutive shares (b) | 0 | [1] | ' |
Weighted average number of common shares and potential dilutive shares used for diluted earnings per share | 100 | ' | |
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | 0 | [3] | ' |
Restricted Stock Units (RSUs) | ' | ' | |
Schedule of Weighted Average Number of Shares Outstanding [Line Items] | ' | ' | |
Non-vested options | 46,206 | ' | |
Potentially dilutive shares | 26,408 | ' | |
Reconciliation of common shares used for basic earnings per share and diluted earnings per share | ' | ' | |
Effect of potentially dilutive shares (b) | 26,408 | ' | |
Performance Share Awards | ' | ' | |
Schedule of Weighted Average Number of Shares Outstanding [Line Items] | ' | ' | |
Non-vested options | 54,125 | ' | |
Premier Healthcare Solutions, Inc. | ' | ' | |
Schedule of Weighted Average Number of Shares Outstanding [Line Items] | ' | ' | |
Potentially dilutive shares | 0 | 0 | |
Reconciliation of common shares used for basic earnings per share and diluted earnings per share | ' | ' | |
Effect of potentially dilutive shares (b) | 0 | 0 | |
[1] | The effect of 26,408 restricted stock units for the three months ended September 30, 2013 was excluded from the diluted weighted average shares outstanding due to the net loss sustained for the period. | ||
[2] | Weighted average number of common shares used for basic earnings per share excludes 46,206 weighted average shares of non-vested restricted stock units and 54,125 weighted average shares of non-vested performance share awards for the three months ended September 30, 2013. | ||
[3] | Represents stock options excluded from the calculation of diluted earnings per share as such options had exercise prices in excess of the weighted average market price of Premier, Inc.'s common stock during the period. |
STOCKBASED_COMPENSATION_2013_E
STOCK-BASED COMPENSATION - 2013 Equity Incentive Plan (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Share-based compensation expense | $300,000 | |
Estimated effective income tax rate | 39.00% | |
Unrecognized stock-based compensation related to non-vested awards | 64,800,000 | |
Amortization period of unrecognized stock-based compensation | '2 years 9 months | |
2013 Equity Incentive Plan | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Number common stock awards authorized | 11,260,783 | |
Shares available for grant | 7,667,770 | |
2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Other awards, grants in period | 282,800 | |
Other awards, weighted average grant date fair value | $27 | |
2013 Equity Incentive Plan | Stock Options | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Expected life | '6 years | [1] |
Expected dividend | 0 | [2] |
Key assumptions used for determining the fair value of stock options granted | ' | |
Expected life | '6 years | [1] |
Expected dividend | 0 | [2] |
Expected volatility | 42.00% | [3] |
Risk-free interest rate | 1.71% | [4] |
2013 Equity Incentive Plan | Stock Options | Minimum | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Term of United States constant maturity market yield | '5 years | |
2013 Equity Incentive Plan | Stock Options | Maximum | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Term of United States constant maturity market yield | '7 years | |
Certain Employees and Certain Members of the Board of Directors | 2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Vesting period | '3 years | |
Certain Employees | 2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Other awards, grants in period | 414,987 | |
Certain Employees | 2013 Equity Incentive Plan | Performance Share Awards | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Other awards, grants in period | 829,922 | |
Other awards, weighted average grant date fair value | $27 | |
Certain Employees | 2013 Equity Incentive Plan | Stock Options | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Stock option awards, vesting period | '10 years | |
Expiration period of vested stock options upon employment termination | '12 months | |
Stock option awards, grants in period | 2,054,192 | |
Stock optiion awards, weighted average grant date fair value | $27 | |
Non-Employee Directors | 2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Other awards, grants in period | 11,112 | |
Other Assets | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Deferred tax assets | $100,000 | |
[1] | The six-year expected life (estimated period of time outstanding) of stock options granted was estimated using the "Simplified Method" which utilizes the midpoint between the vesting date and the end of the contractual term. This method was utilized for the stock options due to the lack of historical exercise behavior of Premier Inc.'s employees. | |
[2] | No dividends are expected to be paid over the contractual term of the stock options granted, resulting in the use of a zero expected dividend rate. | |
[3] | The expected volatility rate is based on the observed historical volatilities of comparable companies. | |
[4] | The risk-free interest rate was interpolated from the five-year and seven-year United States constant maturity market yield as of the date of the grant. |
SUBSEQUENT_EVENTS_Initial_Publ
SUBSEQUENT EVENTS - Initial Public Offering (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 |
Class A Common Stock | Class A Common Stock | Premier Healthcare Solutions, Inc. | Premier LP | Underwriters of IPO | Member Owners | Class B Common Units | Class B Common Units | Class A Common Units | |
Subsequent Event | Class B Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Premier Healthcare Solutions, Inc. | Member Owners | Premier LP | ||
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||||
Initial Public Offering [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | 32,374,751 | 32,374,751 | ' | ' | ' | 112,607,832 | ' | ' | ' |
Common stock issued, price per share | $27 | $27 | ' | ' | ' | ' | ' | ' | ' |
Shares issued pursuant to underwriter grant | ' | ' | ' | ' | 4,222,793 | ' | ' | ' | ' |
Net proceeds from Initial Public Offering | $874,100 | $821,700 | ' | ' | ' | ' | ' | ' | ' |
Common Limited Partners units acquired | ' | ' | ' | ' | ' | ' | 1,184,882 | 21,428,571 | 9,761,298 |
Payments to acquire common units from member owners | ' | ' | $21,700 | $247,700 | ' | ' | $30,100 | $543,900 | $247,700 |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||
Oct. 02, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | |
Subsequent Event | Class B Common Stock | Class B Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Member Owners | Member Owners | Member Owners | Member Owners | Member Owners | Two Largest GPO Member Owners | Maximum | Administrative Fee Revenue | Administrative Fee Revenue | Premier LP | Class B Common Units | Class A Common Units | |
Subsequent Event | Subsequent Event | Class B Common Stock | Class B Common Stock | Class B Common Stock | Subsequent Event | Member Owners | Two Largest GPO Member Owners | Two Largest GPO Member Owners | Member Owners | Premier LP | ||||||||
Subsequent Event | Subsequent Event | Class A Common Stock | Subsequent Event | Subsequent Event | Premier GP | |||||||||||||
Subsequent Event | Subsequent Event | |||||||||||||||||
Reorganization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | ' | ' | ' | 32,374,751 | ' | 32,374,751 | ' | ' | ' | 112,607,832 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | $0.00 | $0.00 | $0.01 | $0.01 | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partnership, limited partners ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | 99.00% | ' | ' |
Probabtion period for company-directed underwritten public offering | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of realized income and franchise tax cash savings, percent | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue share of gross administrative fees collected, percent | ' | ' | ' | ' | ' | ' | 30.00% | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.00% | 17.00% | ' | ' | ' |
GPO participation agreements, term | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' |
Effects of the Reorganization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 0 | 0 | 100 | 100 | ' | ' | ' | 112,607,832 | 112,607,832 | 112,607,832 | ' | ' | ' | ' | ' | ' | ' |
Common units issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,607,832 | 32,374,751 |
Voting power as a percent | ' | ' | ' | 22.00% | ' | 22.00% | ' | ' | ' | 78.00% | ' | ' | ' | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_Unaudited_Pr
SUBSEQUENT EVENTS - Unaudited Pro Forma Consolidated Financial Statements (Pro Forma Adjustments and Footnotes) (Details) (USD $) | 1 Months Ended | 3 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Actual cash as reported | $1 | $1 | ' | $1 | ' | ||
Cash and cash equivalents | 1 | 1 | ' | 1 | ' | ||
Subtotal | 1 | 1 | ' | 1 | ' | ||
Estimated effective income tax rate | ' | 39.00% | ' | ' | ' | ||
Share-based compensation expense | ' | 300,000 | ' | ' | ' | ||
Additional paid-in capital | 325,066 | 325,066 | ' | 0 | ' | ||
Distributions to limited partners | ' | 11,800,000 | ' | ' | ' | ||
Potentially dilutive shares | ' | 0 | [1] | ' | ' | ' | |
Premier LP | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Percentage of units owned | 22.00% | 22.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Distributions to limited partners | ' | 11,800,000 | ' | ' | ' | ||
Premier Healthcare Solutions, Inc. | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 5,626,784 | 5,626,784 | ' | 5,653,390 | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Actual cash as reported | 75,351,000 | 75,351,000 | 46,850,000 | 198,296,000 | 140,822,000 | ||
Cash and cash equivalents | 75,351,000 | 75,351,000 | 46,850,000 | 198,296,000 | 140,822,000 | ||
Subtotal | 75,351,000 | 75,351,000 | 46,850,000 | 198,296,000 | 140,822,000 | ||
Common stock contributed | 76,900,000 | 76,900,000 | ' | ' | ' | ||
Redeemable limited partners' capital | 207,066,000 | 207,066,000 | ' | 307,635,000 | ' | ||
Common stock | 56,000 | 56,000 | ' | 57,000 | ' | ||
Additional paid-in capital | 28,503,000 | 28,503,000 | ' | 28,866,000 | ' | ||
Distributions to limited partners | 208,300,000 | -208,324,000 | -182,613,000 | ' | ' | ||
Potentially dilutive shares | ' | 0 | 0 | ' | ' | ||
Prior to Reorganization and IPO | Premier LP | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 99.00% | 99.00% | ' | ' | ' | ||
Allocation of operating income from Limited Partnership, percent | ' | 1.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Allocation of operating income from Limited Partnership, percent | ' | 1.00% | ' | ' | ' | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 99.00% | 99.00% | ' | ' | ' | ||
Prior to Reorganization and IPO | Premier Healthcare Solutions, Inc. (PHSI) | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Allocation of investment income to subsidiary, percent | ' | 5.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Allocation of investment income to subsidiary, percent | ' | 5.00% | ' | ' | ' | ||
Subsequent to Reorganization and IPO | Premier LP | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 78.00% | ' | ' | ' | ||
Allocation of operating income from Limited Partnership, percent | ' | 22.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Allocation of operating income from Limited Partnership, percent | ' | 22.00% | ' | ' | ' | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 78.00% | ' | ' | ' | ||
Offset Adjustment | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Redeemable limited partners' capital | 133,700,000 | 133,700,000 | ' | ' | ' | ||
PHSI | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 5,626,784 | 5,626,784 | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Actual cash as reported | 75,351,000 | 75,351,000 | ' | ' | ' | ||
Cash and cash equivalents | 75,351,000 | 75,351,000 | ' | ' | ' | ||
Subtotal | 75,351,000 | 75,351,000 | ' | ' | ' | ||
Redeemable limited partners' capital | 207,066,000 | 207,066,000 | ' | ' | ' | ||
Common stock | 56,000 | 56,000 | ' | ' | ' | ||
Additional paid-in capital | 28,503,000 | 28,503,000 | ' | ' | ' | ||
PHSI | Premier Healthcare Solutions, Inc. (PHSI) | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Actual cash as reported | 75,351,000 | 75,351,000 | ' | ' | ' | ||
Cash and cash equivalents | 75,351,000 | 75,351,000 | ' | ' | ' | ||
Subtotal | 75,351,000 | 75,351,000 | ' | ' | ' | ||
Pro Forma Adjustments | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Actual cash as reported | 277,814,000 | [2] | 277,814,000 | [2] | ' | ' | ' |
Proceeds from the IPO | ' | 874,118,000 | ' | ' | ' | ||
Underwriting discounts, commissions and other expenses | ' | -52,447,000 | ' | ' | ' | ||
Purchases of Class B common units from the member owners | ' | 543,857,000 | ' | ' | ' | ||
Cash and cash equivalents | 277,814,000 | [2] | 277,814,000 | [2] | ' | ' | ' |
Subtotal | 277,814,000 | [2] | 277,814,000 | [2] | ' | ' | ' |
Redeemable limited partners' capital | 2,799,276,000 | [3] | 2,799,276,000 | [3] | ' | ' | ' |
Common stock | -56,000 | [4] | -56,000 | [4] | ' | ' | ' |
Additional paid-in capital | -28,503,000 | [5] | -28,503,000 | [5] | ' | ' | ' |
Premier Inc., Pro Forma | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 0 | 0 | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Actual cash as reported | 353,165,000 | 353,165,000 | ' | ' | ' | ||
Cash and cash equivalents | 353,165,000 | 353,165,000 | ' | ' | ' | ||
Subtotal | 353,165,000 | 353,165,000 | ' | ' | ' | ||
Pro forma cash balance | 353,165,000 | 353,165,000 | ' | ' | ' | ||
Redeemable limited partners' capital | 3,006,342,000 | 3,006,342,000 | ' | ' | ' | ||
Common stock | 0 | 0 | ' | ' | ' | ||
Additional paid-in capital | 0 | 0 | ' | ' | ' | ||
Class A Common Stock | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock issued | ' | 32,374,751 | ' | ' | ' | ||
Voting power as a percent | ' | 22.00% | ' | ' | ' | ||
Common stock issued, price per share | $27 | $27 | ' | ' | ' | ||
Common stock, shares issued | 100 | 100 | ' | 100 | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock issued, price per share | $27 | $27 | ' | ' | ' | ||
Proceeds from the IPO | ' | 874,100,000 | ' | ' | ' | ||
Common stock | 1 | 1 | ' | 1 | ' | ||
Common stock issued | ' | 32,374,751 | ' | ' | ' | ||
Class A Common Stock | Premier LP | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Purchases of Class B common units from the member owners | ' | 247,700,000 | ' | ' | ' | ||
Class A Common Stock | PHSI | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 0 | 0 | ' | ' | ' | ||
Class A Common Stock | Pro Forma Adjustments | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 324,000 | [4] | 324,000 | [4] | ' | ' | ' |
Class A Common Stock | Premier Inc., Pro Forma | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 32,374,751 | 32,374,751 | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 324,000 | 324,000 | ' | ' | ' | ||
Class B Common Stock | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 0 | 0 | ' | 0 | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 0 | 0 | ' | 0 | ' | ||
Class B Common Stock | Premier Healthcare Solutions, Inc. | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Purchases of Class B common units from the member owners | ' | 21,700,000 | ' | ' | ' | ||
Class B Common Stock | PHSI | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 0 | 0 | ' | ' | ' | ||
Class B Common Stock | Pro Forma Adjustments | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 0 | [4] | 0 | [4] | ' | ' | ' |
Class B Common Stock | Premier Inc., Pro Forma | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 112,607,832 | 112,607,832 | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 0 | 0 | ' | ' | ' | ||
Member Owners | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Revenue share of gross administrative fees collected, percent | ' | 30.00% | ' | ' | ' | ||
Payment of realized income and franchise tax cash savings, percent | ' | 85.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Payment of realized income and franchise tax cash savings, percent | ' | 85.00% | ' | ' | ' | ||
Payment of realized income and franchise tax cash savings | ' | 204,800,000 | ' | ' | ' | ||
Expected payment of realized income and franchise tax cash savings in the next 12 months | ' | 10,100,000 | ' | ' | ' | ||
Revenue share of gross administrative fees collected, percent | ' | 30.00% | ' | ' | ' | ||
Member Owners | Subsequent to Reorganization and IPO | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Revenue share of gross administrative fees collected, percent | ' | 36.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Revenue share of gross administrative fees collected, percent | ' | 36.00% | ' | ' | ' | ||
Member Owners | PHSI | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Revenue share of gross administrative fees collected, percent | ' | 9.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Revenue share of gross administrative fees collected, percent | ' | 9.00% | ' | ' | ' | ||
Member Owners | Class B Common Stock | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Common stock, shares issued | 112,607,832 | 112,607,832 | ' | ' | ' | ||
Administrative Fee Revenue | Two Largest GPO Member Owners | ' | ' | ' | ' | ' | ||
Pro Forma Adjustments [Abstract] | ' | ' | ' | ' | ' | ||
Percent of revenue | ' | 17.00% | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Percent of revenue | ' | 17.00% | ' | ' | ' | ||
Class B Common Units | Premier Healthcare Solutions, Inc. | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Tax on purchase of common Limited Partners units | ' | 8,400,000 | ' | ' | ' | ||
Maximum | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Distributions to limited partners | ' | 78,000,000 | ' | ' | ' | ||
Additional Paid-in Capital | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Proceeds from the IPO | ' | 821,700,000 | ' | ' | ' | ||
Increase in deferred tax assets | ' | 90,000,000 | ' | ' | ' | ||
Prepaid offering expenses | 5,600,000 | 5,600,000 | ' | ' | ' | ||
Consideration paid to acquire Limited Partnership interests offset by noncontrolling interests adjustment | ' | 756,400,000 | ' | ' | ' | ||
Additional Paid-in Capital | Class A Common Stock | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Common stock | 300,000 | 300,000 | ' | ' | ' | ||
Additional Paid-in Capital | Member Owners | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Payment of realized income and franchise tax cash savings | ' | 204,800,000 | ' | ' | ' | ||
Increase in deferred tax assets | ' | $294,800,000 | ' | ' | ' | ||
Restricted Stock Units (RSUs) | ' | ' | ' | ' | ' | ||
Footnotes [Abstract] | ' | ' | ' | ' | ' | ||
Potentially dilutive shares | ' | 26,408 | ' | ' | ' | ||
[1] | The effect of 26,408 restricted stock units for the three months ended September 30, 2013 was excluded from the diluted weighted average shares outstanding due to the net loss sustained for the period. | ||||||
[2] | Reflects net effect on cash and cash equivalents of the receipt of gross proceeds from the IPO of $874.1 million (with an IPO price of $27.00 per share of Class A common stock) and the purchase of units from the member owners described above. (In thousands) Actual cash as reportedB $75,351Pro forma adjustments Gross proceeds from the IPO874,118B Underwriting discounts, commissions and other expenses(52,447)B Purchases of Class B common units from the member owners(543,857) 277,814Pro forma cash balanceB $353,165 | ||||||
[3] | Reflects the increase in the noncontrolling interest held by the limited partners in Premier L.P. resulting from the net proceeds from the IPO used to purchase Class A common units from Premier LP of $247.7 million and Class B common units from PHSI of $21.7 million, net of taxes of $8.4 million, and the contribution of the common stock of PHSI in connection with the Reorganization of $76.9 million. This is offset by an adjustment of $133.7 million to reflect the approximately 78% controlling interest held by the limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited pro forma consolidated balance sheets. Immediately following the effective date of the LP Agreement, all of Premier LP's limited partners that approved the Reorganization received Class B common units and capital account balances in Premier LP equal to their percentage interests and capital account balances in Premier LP immediately preceding the Reorganization. Premier, Inc. used a portion of the net proceeds from the IPO to purchase (i) Class A common units, (ii) Class B common units from PHSI and (iii) Class B common units from the member owners, resulting in a reduction in the noncontrolling interest attributable to the limited partners from 99% to approximately 78%. | ||||||
[4] | Reflects (i) the exchange of the existing PHSI shares of common stock, common stock subscribed and related subscriptions receivable for Class B common units, (ii) the issuance of Class B common stock in connection with the Reorganization and (iii) the issuance of Class A common stock in connection with the IPO. | ||||||
[5] | Reflects the impact of the adjustments in notes (1), (2), (3), (5) and (6) above to additional paid-in capital: b"an increase of $90.0 million due to an increase in deferred tax assets described in note (3) of $294.8 million offset by an increase in payables pursuant to the tax receivable agreement of $204.8 million; b"an increase of $821.7 million from the net proceeds from the IPO less the par value of the shares of Class A common stock sold in the IPO of $0.3 million and less prepaid offering expenses of $5.6 million;b"a decrease of $756.4 million to reflect the difference between the consideration paid to acquire the Class A and B common units and the adjustment to the carrying value of the noncontrolling interest described in note (5) above; and b"a decrease in the remaining balance of additional paid-in-capital related to the increase in redeemable limited partners' capital to its redemption value, as described in note (5) above. In addition, Premier, Inc. recorded stock-based compensation expense for the three months ended September 30, 2013 of $0.3 million. |
SUBSEQUENT_EVENTS_Unaudited_Pr1
SUBSEQUENT EVENTS - Unaudited Pro Forma Consolidated Balance Sheet (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | |
Assets | ' | ' | |
Cash and cash equivalents | $1 | $1 | |
Other assets | 126,776 | 0 | |
Total assets | 126,777 | 1 | |
Stockholders' equity (deficit): | ' | ' | |
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding | 0 | 0 | |
Additional paid-in capital | 325,066 | 0 | |
Retained earnings (accumulated deficit) | -198,290 | 0 | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Preferred stock, par value | $0.01 | $0.01 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
PHSI | ' | ' | |
Assets | ' | ' | |
Cash and cash equivalents | 75,351,000 | ' | |
Marketable securities | 57,500,000 | ' | |
Accounts receivable, net | 61,968,000 | ' | |
Inventories - finished goods | 13,029,000 | ' | |
Prepaid expenses and other current assets | 34,576,000 | ' | |
Due from related party | 788,000 | ' | |
Deferred tax assets | 7,691,000 | ' | |
Total current assets | 250,903,000 | ' | |
Investments | 10,773,000 | ' | |
Property and equipment, net | 119,538,000 | ' | |
Restricted cash | 5,000,000 | ' | |
Deferred tax assets | 13,328,000 | ' | |
Goodwill | 84,626,000 | ' | |
Intangible assets, net | 9,262,000 | ' | |
Other assets | 28,410,000 | ' | |
Total assets | 521,840,000 | ' | |
Liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | ' | ' | |
Accounts payable | 16,899,000 | ' | |
Accrued expenses | 25,486,000 | ' | |
Revenue share obligations | 5,085,000 | ' | |
Accrued compensation and benefits | 22,374,000 | ' | |
Deferred revenue | 17,492,000 | ' | |
Current portion of notes payable | 7,438,000 | ' | |
Current portion of lines of credit | 60,000,000 | ' | |
Payable pursuant to tax receivable agreement | 0 | ' | |
Income tax payable | 0 | ' | |
Other current liabilities | 2,402,000 | ' | |
Total current liabilities | 157,176,000 | ' | |
Notes payable, less current portion | 20,293,000 | ' | |
Lines of credit, less current portion | 11,508,000 | ' | |
Payable pursuant to tax receivable agreement, less current portion | 0 | ' | |
Deferred compensation plan obligations | 27,653,000 | ' | |
Deferred rent | 15,841,000 | ' | |
Other long-term liabilities | 5,387,000 | ' | |
Total liabilities | 237,858,000 | ' | |
Redeemable limited partners' capital | 207,066,000 | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 56,000 | ' | |
Additional paid-in capital | 28,503,000 | ' | |
Retained earnings (accumulated deficit) | 50,321,000 | ' | |
Noncontrolling interest | -1,964,000 | ' | |
Accumulated other comprehensive income | 0 | ' | |
Total stockholders' equity (deficit) | 76,916,000 | ' | |
Total liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | 521,840,000 | ' | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Common stock, par value | $0.01 | ' | |
Common stock, shares authorized | 12,250,000 | ' | |
Common stock, shares issued | 5,626,784 | ' | |
Common stock, shares outstanding | 5,626,784 | ' | |
Common stock, shares subscribed | 0 | ' | |
Pro Forma Adjustments | ' | ' | |
Assets | ' | ' | |
Cash and cash equivalents | 277,814,000 | [1] | ' |
Marketable securities | 0 | ' | |
Accounts receivable, net | 0 | ' | |
Inventories - finished goods | 0 | ' | |
Prepaid expenses and other current assets | -5,555,000 | [2] | ' |
Due from related party | 0 | ' | |
Deferred tax assets | 0 | ' | |
Total current assets | 272,259,000 | ' | |
Investments | 0 | ' | |
Property and equipment, net | 0 | ' | |
Restricted cash | 0 | ' | |
Deferred tax assets | 294,950,000 | [3] | ' |
Goodwill | 0 | ' | |
Intangible assets, net | 0 | ' | |
Other assets | 0 | ' | |
Total assets | 567,209,000 | ' | |
Liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | ' | ' | |
Accounts payable | 0 | ' | |
Accrued expenses | 0 | ' | |
Revenue share obligations | 0 | ' | |
Accrued compensation and benefits | 0 | ' | |
Deferred revenue | 0 | ' | |
Current portion of notes payable | 0 | ' | |
Current portion of lines of credit | 0 | ' | |
Payable pursuant to tax receivable agreement | 10,142,000 | [3] | ' |
Income tax payable | 8,425,000 | [4] | ' |
Other current liabilities | 0 | ' | |
Total current liabilities | 18,567,000 | ' | |
Notes payable, less current portion | 0 | ' | |
Lines of credit, less current portion | 0 | ' | |
Payable pursuant to tax receivable agreement, less current portion | 194,651,000 | [3] | ' |
Deferred compensation plan obligations | 0 | ' | |
Deferred rent | 0 | ' | |
Other long-term liabilities | 0 | ' | |
Total liabilities | 213,218,000 | ' | |
Redeemable limited partners' capital | 2,799,276,000 | [5] | ' |
Stockholders' equity (deficit): | ' | ' | |
Common stock | -56,000 | [6] | ' |
Additional paid-in capital | -28,503,000 | [7] | ' |
Retained earnings (accumulated deficit) | -2,417,053,000 | [4] | ' |
Noncontrolling interest | 0 | ' | |
Accumulated other comprehensive income | 3,000 | [5] | ' |
Total stockholders' equity (deficit) | -2,445,285,000 | ' | |
Total liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | 567,209,000 | ' | |
Premier Inc., Pro Forma | ' | ' | |
Assets | ' | ' | |
Cash and cash equivalents | 353,165,000 | ' | |
Marketable securities | 57,500,000 | ' | |
Accounts receivable, net | 61,968,000 | ' | |
Inventories - finished goods | 13,029,000 | ' | |
Prepaid expenses and other current assets | 29,021,000 | ' | |
Due from related party | 788,000 | ' | |
Deferred tax assets | 7,691,000 | ' | |
Total current assets | 523,162,000 | ' | |
Investments | 10,773,000 | ' | |
Property and equipment, net | 119,538,000 | ' | |
Restricted cash | 5,000,000 | ' | |
Deferred tax assets | 308,278,000 | ' | |
Goodwill | 84,626,000 | ' | |
Intangible assets, net | 9,262,000 | ' | |
Other assets | 28,410,000 | ' | |
Total assets | 1,089,049,000 | ' | |
Liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | ' | ' | |
Accounts payable | 16,899,000 | ' | |
Accrued expenses | 25,486,000 | ' | |
Revenue share obligations | 5,085,000 | ' | |
Accrued compensation and benefits | 22,374,000 | ' | |
Deferred revenue | 17,492,000 | ' | |
Current portion of notes payable | 7,438,000 | ' | |
Current portion of lines of credit | 60,000,000 | ' | |
Payable pursuant to tax receivable agreement | 10,142,000 | ' | |
Income tax payable | 8,425,000 | ' | |
Other current liabilities | 2,402,000 | ' | |
Total current liabilities | 175,743,000 | ' | |
Notes payable, less current portion | 20,293,000 | ' | |
Lines of credit, less current portion | 11,508,000 | ' | |
Payable pursuant to tax receivable agreement, less current portion | 194,651,000 | ' | |
Deferred compensation plan obligations | 27,653,000 | ' | |
Deferred rent | 15,841,000 | ' | |
Other long-term liabilities | 5,387,000 | ' | |
Total liabilities | 451,076,000 | ' | |
Redeemable limited partners' capital | 3,006,342,000 | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 0 | ' | |
Additional paid-in capital | 0 | ' | |
Retained earnings (accumulated deficit) | -2,366,732,000 | ' | |
Noncontrolling interest | -1,964,000 | ' | |
Accumulated other comprehensive income | 3,000 | ' | |
Total stockholders' equity (deficit) | -2,368,369,000 | ' | |
Total liabilities, redeemable limited partners' capital and stockholders' equity (deficit) | 1,089,049,000 | ' | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Common stock, par value | $0.01 | ' | |
Common stock, shares authorized | 12,250,000 | ' | |
Common stock, shares issued | 0 | ' | |
Common stock, shares outstanding | 0 | ' | |
Common stock, shares subscribed | 0 | ' | |
Series A Preferred Stock | PHSI | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding | 0 | ' | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Preferred stock, par value | $0.01 | ' | |
Preferred stock, shares authorized | 400,000 | ' | |
Preferred stock, shares issued | 0 | ' | |
Preferred stock, shares outstanding | 0 | ' | |
Series A Preferred Stock | Pro Forma Adjustments | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding | 0 | ' | |
Series A Preferred Stock | Premier Inc., Pro Forma | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Series A Preferred stock, par value $0.01, 400,000 shares authorized; no shares issued and outstanding | 0 | ' | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Preferred stock, par value | $0.01 | ' | |
Preferred stock, shares authorized | 400,000 | ' | |
Preferred stock, shares issued | 0 | ' | |
Preferred stock, shares outstanding | 0 | ' | |
Class A Common Stock | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 1 | 1 | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Common stock, par value | $0.01 | $0.01 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 100 | 100 | |
Common stock, shares outstanding | 100 | 100 | |
Class A Common Stock | PHSI | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 0 | ' | |
Class A Common Stock | Pro Forma Adjustments | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 324,000 | [6] | ' |
Class A Common Stock | Premier Inc., Pro Forma | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 324,000 | ' | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Common stock, par value | $0.01 | ' | |
Common stock, shares authorized | 500,000,000 | ' | |
Common stock, shares issued | 32,374,751 | ' | |
Common stock, shares outstanding | 32,374,751 | ' | |
Class B Common Stock | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 0 | 0 | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Common stock, par value | $0.00 | $0.00 | |
Common stock, shares authorized | 600,000,000 | 600,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class B Common Stock | PHSI | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 0 | ' | |
Class B Common Stock | Pro Forma Adjustments | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | 0 | [6] | ' |
Class B Common Stock | Premier Inc., Pro Forma | ' | ' | |
Stockholders' equity (deficit): | ' | ' | |
Common stock | $0 | ' | |
Pro Forma Consolidated Balance Sheet Parenthetical | ' | ' | |
Common stock, par value | $0.00 | ' | |
Common stock, shares authorized | 600,000,000 | ' | |
Common stock, shares issued | 112,607,832 | ' | |
Common stock, shares outstanding | 112,607,832 | ' | |
[1] | Reflects net effect on cash and cash equivalents of the receipt of gross proceeds from the IPO of $874.1 million (with an IPO price of $27.00 per share of Class A common stock) and the purchase of units from the member owners described above. (In thousands) Actual cash as reportedB $75,351Pro forma adjustments Gross proceeds from the IPO874,118B Underwriting discounts, commissions and other expenses(52,447)B Purchases of Class B common units from the member owners(543,857) 277,814Pro forma cash balanceB $353,165 | ||
[2] | Reflects the reduction of prepaid expenses related to the IPO, with an offset to the proceeds of the IPO in additional paid-in capital. | ||
[3] | Premier LP intends to have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended, or the Code, and comparable elections under state and local tax law, such that the initial sale of Class B common units by PHSI and the member owners will result in adjustments to the tax basis of the assets of Premier LP. These increases in tax basis are expected to increase (for tax purposes) the depreciation and amortization deductions by Premier LP, and therefore, to reduce the amount of income tax that Premier, Inc. would otherwise be required to pay in the future. In connection with the Reorganization and IPO, Premier, Inc. has entered into a tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO, pursuant to which Premier, Inc. agrees to pay to the member owners, generally over a 15-year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local and franchise income tax that Premier, Inc. actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in tax basis resulting from the sale or exchange of Class B common units by the member owners. The unaudited pro forma consolidated financial statements reflect adjustments (shown in the pro forma adjustments column above) to give effect to the Section 754 election and the tax receivable agreement based on the following assumptions: b"The unaudited pro forma consolidated financial statements include adjustments to reflect the expected increase in deferred tax assets representing the income tax effects of the increases in the tax basis as a result of Premier LP's election under Section 754 of the Code in connection with the initial sale of Class B common units described above. This adjustment is calculated based on an estimated effective income tax rate for Premier, Inc. of 39%, which includes a provision for U.S. federal income taxes and assumes (i) Premier, Inc.'s estimated statutory rates apportioned to each state and local tax jurisdiction, (ii) that there are no material changes in the relevant tax law, and (iii) that Premier, Inc. earns sufficient taxable income in each year to realize the full tax benefit of the amortization of its assets. b"Premier, Inc. will determine the adjustments in connection with the Section 754 election by first calculating the excess of each selling member owner's and PHSI's assumed selling price over such person's share of Premier LP's tax basis in its assets attributable to the Class B common units being sold to Premier, Inc. Premier, Inc. will then allocate the aggregate excess among Premier LP's assets following applicable tax regulations governing adjustments that result from the Section 754 election. Premier, Inc. will determine each selling member owner's share of the tax basis in Premier LP's assets attributable to the Class B common units sold to Premier, Inc. by multiplying the member owner's tax capital account balance as of the date of sale as maintained in Premier LP's books and records by a fraction, the numerator of which is the number of Class B common units sold to us, and the denominator of which is the number of Class B common units held by the selling member owner immediately prior to the sale. For purposes of the calculation, the assumed selling price per Class B common unit will equal the price paid per share of the Class A common stock by the underwriters to Premier, Inc. in the IPO. The adjustments are expected to increase Premier LP's basis in its assets (for tax purposes), and Premier, Inc. will calculate the amount of any depreciation, amortization and other deductions to which it will be entitled as a result of these adjustments. Premier, Inc. will then calculate Premier, Inc.'s tax liability with and without the deductions attributable to these adjustments, assuming that Premier, Inc. earns sufficient taxable income in each year to realize the full benefit of the deductions. Premier, Inc. will compute the estimated tax benefit attributable to the election as the excess of Premier, Inc.'s tax liability as so computed without the deductions over Premier, Inc.'s tax liability as so computed with the deductions. Additionally, the tax receivable agreement payments may give rise to adjustments that result in Premier LP becoming entitled to additional deductions, and the calculation of Premier, Inc.'s liability under the tax receivable agreement would take these adjustments and additional resulting deductions into account. b"Premier LP's election under Section 754 of the Code is at the discretion of Premier LP and is not subject to review or approval by the IRS or other tax authorities. The computation of the adjustments resulting from the Section 754 election and Premier, Inc.'s tax liability is subject to audit by the IRS and other tax authorities in the same manner as all other items reported on income tax returns. b"The unaudited pro forma consolidated financial statements include cumulative adjustments of $204.8 million, of which $10.1 million is expected to be paid in the next 12 months, and is reflected as a current liability with the remaining balance classified as a long-term liability, to reflect a liability equal to 85% of the estimated realizable tax benefit resulting from the estimated increase in tax basis due to Premier LP's Section 754 election in connection with the initial sale by the member owners, of the Class B common units described above as an increase to payable pursuant to the tax receivable agreement. b"The unaudited pro forma consolidated financial statements include adjustments to reflect deferred tax assets for the change in the allocation of Premier LP's income from 1% of operating income and 5% of investment income to PHSI prior to the Reorganization to approximately 22% of Premier LP's income to Premier, Inc. (indirectly through Premier GP), measured by the difference in the tax basis of Premier, Inc.'s investment in Premier LP as compared to its GAAP carrying value. The adjustments related to Premier LP's Section 754 election described above are a component of Premier, Inc.'s tax basis in Premier LP. Pursuant to the terms of the exchange agreement, the member owners and new limited partners admitted to Premier LP following the completion of the IPO may subsequently exchange Class B common units in Premier LP for shares of Premier, Inc.'s Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier, Inc.'s Class A common stock pursuant to the exchange agreement may result in increases in the tax basis of the tangible and intangible assets of Premier LP (85% of the realized tax benefits from which will be due to the limited partners and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These subsequent exchanges have not been reflected in the unaudited pro forma consolidated financial statements. | ||
[4] | Reflects income taxes payable due as a result of the purchase of Class B common units from PHSI. | ||
[5] | Reflects the increase in the noncontrolling interest held by the limited partners in Premier L.P. resulting from the net proceeds from the IPO used to purchase Class A common units from Premier LP of $247.7 million and Class B common units from PHSI of $21.7 million, net of taxes of $8.4 million, and the contribution of the common stock of PHSI in connection with the Reorganization of $76.9 million. This is offset by an adjustment of $133.7 million to reflect the approximately 78% controlling interest held by the limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited pro forma consolidated balance sheets. Immediately following the effective date of the LP Agreement, all of Premier LP's limited partners that approved the Reorganization received Class B common units and capital account balances in Premier LP equal to their percentage interests and capital account balances in Premier LP immediately preceding the Reorganization. Premier, Inc. used a portion of the net proceeds from the IPO to purchase (i) Class A common units, (ii) Class B common units from PHSI and (iii) Class B common units from the member owners, resulting in a reduction in the noncontrolling interest attributable to the limited partners from 99% to approximately 78%. | ||
[6] | Reflects (i) the exchange of the existing PHSI shares of common stock, common stock subscribed and related subscriptions receivable for Class B common units, (ii) the issuance of Class B common stock in connection with the Reorganization and (iii) the issuance of Class A common stock in connection with the IPO. | ||
[7] | Reflects the impact of the adjustments in notes (1), (2), (3), (5) and (6) above to additional paid-in capital: b"an increase of $90.0 million due to an increase in deferred tax assets described in note (3) of $294.8 million offset by an increase in payables pursuant to the tax receivable agreement of $204.8 million; b"an increase of $821.7 million from the net proceeds from the IPO less the par value of the shares of Class A common stock sold in the IPO of $0.3 million and less prepaid offering expenses of $5.6 million;b"a decrease of $756.4 million to reflect the difference between the consideration paid to acquire the Class A and B common units and the adjustment to the carrying value of the noncontrolling interest described in note (5) above; and b"a decrease in the remaining balance of additional paid-in-capital related to the increase in redeemable limited partners' capital to its redemption value, as described in note (5) above. In addition, Premier, Inc. recorded stock-based compensation expense for the three months ended September 30, 2013 of $0.3 million. |
SUBSEQUENT_EVENTS_Unaudited_Pr2
SUBSEQUENT EVENTS - Unaudited Pro Forma Consolidated Statement of Income (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | ||
Operating expenses: | ' | |
Selling, general and administrative | $325,066 | |
Income (loss) before income taxes | -325,066 | |
Income tax expense | -126,776 | |
Net income (loss) | -198,290 | |
Weighted average shares outstanding of Class A common stock: | ' | |
Weighted average shares outstanding of Class A common stock - basic | 100 | [1] |
Weighted average shares outstanding of Class A common stock - diluted | 100 | |
PHSI | ' | |
Net revenue: | ' | |
Net administrative fees | 143,576,000 | |
Other services and support | 53,252,000 | |
Services | 196,828,000 | |
Products | 43,748,000 | |
Net revenue | 240,576,000 | |
Cost of revenue: | ' | |
Services | 27,488,000 | |
Products | 40,038,000 | |
Cost of revenue | 67,526,000 | |
Gross profit | 173,050,000 | |
Operating expenses: | ' | |
Selling, general and administrative | 62,318,000 | |
Research and development | 852,000 | |
Amortization of purchased intangible assets | 601,000 | |
Operating expenses | 63,771,000 | |
Operating income | 109,279,000 | |
Equity in net income of unconsolidated affiliates | 4,114,000 | |
Interest and investment income, net | 220,000 | |
Gain on disposal of assets | 4,000 | |
Other income, net | 4,338,000 | |
Income (loss) before income taxes | 113,617,000 | |
Income tax expense | 891,000 | |
Net income (loss) | 112,726,000 | |
Net (loss) income attributable to noncontrolling interest | -113,004,000 | |
Net (loss) income attributable to parent | -278,000 | |
Pro Forma Adjustments | ' | |
Net revenue: | ' | |
Net administrative fees | -41,263,000 | [2] |
Other services and support | 0 | |
Services | -41,263,000 | |
Products | 0 | |
Net revenue | -41,263,000 | |
Cost of revenue: | ' | |
Services | 0 | |
Products | 0 | |
Cost of revenue | 0 | |
Gross profit | -41,263,000 | |
Operating expenses: | ' | |
Selling, general and administrative | 325,000 | |
Research and development | 0 | |
Amortization of purchased intangible assets | 0 | |
Operating expenses | 325,000 | |
Operating income | -41,588,000 | |
Equity in net income of unconsolidated affiliates | 0 | |
Interest and investment income, net | 0 | |
Gain on disposal of assets | 0 | |
Other income, net | 0 | |
Income (loss) before income taxes | -41,588,000 | |
Income tax expense | 5,870,000 | [3] |
Net income (loss) | -47,458,000 | |
Net (loss) income attributable to noncontrolling interest | 62,184,000 | |
Net (loss) income attributable to parent | 14,726,000 | |
Premier Inc., Pro Forma | ' | |
Net revenue: | ' | |
Net administrative fees | 102,313,000 | |
Other services and support | 53,252,000 | |
Services | 155,565,000 | |
Products | 43,748,000 | |
Net revenue | 199,313,000 | |
Cost of revenue: | ' | |
Services | 27,488,000 | |
Products | 40,038,000 | |
Cost of revenue | 67,526,000 | |
Gross profit | 131,787,000 | |
Operating expenses: | ' | |
Selling, general and administrative | 62,643,000 | |
Research and development | 852,000 | |
Amortization of purchased intangible assets | 601,000 | |
Operating expenses | 64,096,000 | |
Operating income | 67,691,000 | |
Equity in net income of unconsolidated affiliates | 4,114,000 | |
Interest and investment income, net | 220,000 | |
Gain on disposal of assets | 4,000 | |
Other income, net | 4,338,000 | |
Income (loss) before income taxes | 72,029,000 | |
Income tax expense | 6,761,000 | |
Net income (loss) | 65,268,000 | |
Net (loss) income attributable to noncontrolling interest | -50,820,000 | |
Net (loss) income attributable to parent | 14,448,000 | |
SVS, LLC | PHSI | ' | |
Operating expenses: | ' | |
Add: Net loss attributable to noncontrolling interest in SVS, LLC | 210,000 | |
SVS, LLC | Pro Forma Adjustments | ' | |
Operating expenses: | ' | |
Add: Net loss attributable to noncontrolling interest in SVS, LLC | 0 | |
SVS, LLC | Premier Inc., Pro Forma | ' | |
Operating expenses: | ' | |
Add: Net loss attributable to noncontrolling interest in SVS, LLC | 210,000 | |
Premier LP | PHSI | ' | |
Operating expenses: | ' | |
Less: Net income attributable to noncontrolling interest in Premier LP | -113,214,000 | |
Premier LP | Pro Forma Adjustments | ' | |
Operating expenses: | ' | |
Less: Net income attributable to noncontrolling interest in Premier LP | 62,184,000 | [4] |
Premier LP | Premier Inc., Pro Forma | ' | |
Operating expenses: | ' | |
Less: Net income attributable to noncontrolling interest in Premier LP | ($51,030,000) | |
Class A Common Stock | PHSI | ' | |
Weighted average shares outstanding of Class A common stock: | ' | |
Weighted average shares outstanding of Class A common stock - basic | 5,627,000 | |
Weighted average shares outstanding of Class A common stock - diluted | 5,627,000 | |
Loss per share of Class A common stock: | ' | |
(Loss) earnings per share of Class A common stock: Basic | ($0.05) | |
(Loss) earnings per share of Class A common stock: Diluted | ($0.05) | |
Class A Common Stock | Premier Inc., Pro Forma | ' | |
Weighted average shares outstanding of Class A common stock: | ' | |
Weighted average shares outstanding of Class A common stock - basic | 32,375,000 | [5] |
Weighted average shares outstanding of Class A common stock - diluted | 32,375,000 | [5] |
Loss per share of Class A common stock: | ' | |
(Loss) earnings per share of Class A common stock: Basic | ($79) | [6] |
(Loss) earnings per share of Class A common stock: Diluted | ($79) | [6] |
[1] | Weighted average number of common shares used for basic earnings per share excludes 46,206 weighted average shares of non-vested restricted stock units and 54,125 weighted average shares of non-vested performance share awards for the three months ended September 30, 2013. | |
[2] | Following the completion of the Reorganization and the IPO, Premier LP became contractually required under the GPO participation agreements to pay each member owner revenue share from Premier LP equal to 30% of all gross administrative fees collected by Premier LP based upon purchasing by such member owner's member facilities through Premier LP's GPO supplier contracts. In addition, Premier LP's two largest regional GPO member owners, which represented approximately 17% of its gross administrative fees revenue for fiscal year 2013, will each remit all gross administrative fees collected by such member owner based upon purchasing by such member owner's member facilities through the member owner's own GPO supplier contracts and receive revenue share from Premier LP equal to 30% of such gross administrative fees remitted to Premier LP. Historically, Premier LP has not generally had a contractual requirement to pay revenue share to member owners participating in its GPO programs, but has paid semi-annual distributions of partnership income. In the case of the three month period ended September 30, 2013, the board of directors approved a distribution on Premier LP income in the amount of $78.0 million, of which $11.8 million has been paid as of September 30, 2013, calculated in a consistent manner with its historical semi-annual distributions pursuant to the historical limited partnership agreement of Premier LP, to its member owners who approved the Reorganization. This distribution is not reflected in these unaudited pro forma consolidated financial statements. In addition, certain members that have not owned, or do not currently own, limited partnership interests in Premier LP, common stock of PHSI or common units, as the context may require, or non-owner members, have historically operated under, and following the consummation of the Reorganization and IPO continue to operate under, contractual relationships that provide for a specific revenue share that differs from the 30% revenue share that Premier LP will provide to its member owners under the GPO participation agreements following consummation of the Reorganization and the IPO. As a result, Premier LP's revenue share expense is expected to be approximately 36% of gross administrative fees following the consummation of the Reorganization and the IPO, compared to approximately 9% of gross administrative fees for the three months ended September 30, 2013, which will result in a decrease in net revenue for the three months ended September 30, 2013 on a pro forma basis when compared to the actual net revenue for the same period. These unaudited pro forma consolidated financial statements assume that all of Premier LP's member owners prior to the Reorganization continued as member owners subsequent to the Reorganization and IPO and, therefore, do not reflect any possible loss in revenue if any member owners cease to continue as member owners. Pro forma revenue share is calculated at 30% from their respective dates of conversion from non-owner members to member owners. | |
[3] | pon the completion of the Reorganization and the IPO, Premier, Inc. became subject to additional U.S. federal, state and local income taxes with respect to its additional allocable share of any taxable income of Premier LP. As a result, there is a pro forma adjustment to income tax expense to reflect an estimated effective income tax rate of 39%, which includes a provision for U.S. federal income taxes and assumes Premier, Inc.'s estimated statutory rates apportioned to each state and local tax jurisdiction. The low effective tax rate is attributable to the flow through of partnership income which is not subject to federal income taxes. For federal income tax purposes, income realized by Premier LP is taxable to its partners. | |
[4] | Reflects the reduction in noncontrolling interest in Premier LP from 99% to approximately 78%. | |
[5] | Reflects the issuance of 32,374,751 shares of Class A common stock in the IPO. The impact of 26,408 shares were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. | |
[6] | Pro forma basic earnings per share was computed by dividing the pro forma net income attributable to Premier, Inc., after the $2,586.7 million adjustment of redeemable limited partners' capital to redemption amount, by the 32,374,751 shares of Class A common stock that were issued and sold in the IPO and pro forma diluted earnings per share was computed by dividing the pro forma net income attributable to Premier, Inc., after the $2,586.7 million adjustment of redeemable limited partners' capital to redemption amount, by the 32,374,751 shares of Class A common stock that were issued and sold in the IPO. |
SUBSEQUENT_EVENTS_Reorganizati
SUBSEQUENT EVENTS - Reorganization and IPO (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 02, 2013 | Oct. 18, 2013 | Oct. 11, 2013 | Oct. 02, 2013 | Sep. 30, 2013 | Nov. 09, 2013 | |
Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier LP | Premier LP | ||
Subsequent Event | Subsequent Event | Subsequent Event | General Partner | Subsequent Event | ||||||
Revolving Credit Facility | Revolving Credit Facility | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Limited Partners' Capital Account, Increase In Accumulated Deficit | $2,366,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Limited Partners' Capital Account, Increase (Decrease) Due To Adjustment to Redemption Amount | 2,586,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partnership, limited partners ownership percentage | ' | ' | 99.00% | ' | ' | ' | ' | 1.00% | 99.00% | ' |
Proceeds from sale of partnership instersts | ' | ' | ' | ' | 30,100,000 | ' | ' | ' | ' | ' |
Estimated taxes payable | ' | ' | ' | ' | 8,400,000 | ' | ' | ' | ' | ' |
Repayments of lines of credit | ' | ' | ' | ' | ' | 30,000,000 | 30,000,000 | ' | ' | ' |
Distributions to limited partners | 11,800,000 | 208,300,000 | -208,324,000 | -182,613,000 | ' | ' | ' | ' | 11,800,000 | 78,000,000 |
Redeemable Limited Partners' Capital Account, Decrease To Retained Earnings | 41,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Redeemable Limited Partners' Capital | ($178,300,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENTS_Schedule_of_Adjusted_
SEGMENTS (Schedule of Adjusted EBITDA and Other Income Statement Information and Total Assets by Segment) (Details) (USD $) | 3 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | |
segment | |||
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | $126,777 | ' | $1 |
Premier Healthcare Solutions, Inc. | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of reportable segments | 2 | ' | ' |
Net administrative fees | 143,576,000 | 117,489,000 | ' |
Other services and support | 53,252,000 | 48,147,000 | ' |
Services | 196,828,000 | 165,636,000 | ' |
Products | 43,748,000 | 32,930,000 | ' |
Net revenue | 240,576,000 | 198,566,000 | ' |
Segment Adjusted EBITDA | 124,334,000 | 94,689,000 | ' |
Depreciation and amortization | 8,957,000 | 6,775,000 | ' |
Capital Expenditures | 12,299,000 | 12,255,000 | ' |
Assets | 521,840,000 | ' | 598,916,000 |
Premier Healthcare Solutions, Inc. | Operating Segments | Supply Chain Services | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net administrative fees | 143,576,000 | 117,489,000 | ' |
Other services and support | 134,000 | 39,000 | ' |
Services | 143,710,000 | 117,528,000 | ' |
Products | 43,748,000 | 32,930,000 | ' |
Net revenue | 187,458,000 | 150,458,000 | ' |
Segment Adjusted EBITDA | 125,480,000 | 98,267,000 | ' |
Depreciation and amortization | 327,000 | 308,000 | ' |
Capital Expenditures | 300,000 | 265,000 | ' |
Assets | 211,423,000 | ' | 332,261,000 |
Premier Healthcare Solutions, Inc. | Operating Segments | Performance Services | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net revenue | 53,118,000 | 48,108,000 | ' |
Segment Adjusted EBITDA | 16,329,000 | 12,000,000 | ' |
Depreciation and amortization | 7,435,000 | 5,497,000 | ' |
Capital Expenditures | 11,979,000 | 11,824,000 | ' |
Assets | 227,773,000 | ' | 194,414,000 |
Premier Healthcare Solutions, Inc. | Corporate | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net revenue | 0 | 0 | ' |
Segment Adjusted EBITDA | -17,475,000 | -15,578,000 | ' |
Depreciation and amortization | 1,195,000 | 970,000 | ' |
Capital Expenditures | 20,000 | 166,000 | ' |
Assets | $82,644,000 | ' | $72,241,000 |
SEGMENTS_Reconciliation_of_Seg
SEGMENTS (Reconciliation of Segment Adjusted EBITDA to Operating Income) (Details) (USD $) | 3 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | ||
Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Supply Chain Improvement, Inc | Premier Supply Chain Improvement, Inc | Supply Chain Services | |||
Innovatix | Innovatix | Premier Supply Chain Improvement, Inc | |||||
Innovatix | |||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||
Segment Adjusted EBITDA | $124,334 | $94,689 | ' | ' | ' | ||
Depreciation and amortization | -8,356 | -6,390 | ' | ' | ' | ||
Amortization of purchased intangible assets | -601 | -385 | ' | ' | ' | ||
Merger and acquisition related expenses | -142 | [1] | 0 | [1] | ' | ' | ' |
Strategic and financial restructuring expenses | -1,842 | [2] | -554 | [2] | ' | ' | ' |
Equity in net income of unconsolidated affiliates | -4,114 | [3] | -2,781 | [3] | ' | ' | ' |
Operating income | $109,279 | $84,579 | ' | ' | ' | ||
Equity method investment, ownership percentage | ' | ' | 50.00% | 50.00% | 50.00% | ||
[1] | Represents legal, accounting and other expenses directly related to the acquisition of SYMMEDRx, LLC ('SYMMEDRx"). | ||||||
[2] | Represents legal, accounting and other expenses directly related to strategic and financial restructuring expenses. | ||||||
[3] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, LLC ("Innovatix"), a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade, all of which is included in the supply chain services segment. |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (Premier Healthcare Solutions, Inc., USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Jul. 19, 2013 |
SYMMEDRx | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition of SYMMEDRx | $28,740 | $0 | ' | $28,800 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' |
Net tangible liabilities acquired | ' | ' | ' | -7 |
Intangible assets acquired | ' | ' | ' | 5,571 |
Goodwill | 84,626 | ' | 61,410 | 23,216 |
Total | ' | ' | ' | $28,780 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) (Premier Healthcare Solutions, Inc., USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jul. 19, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Supply Chain Services | Supply Chain Services | Performance Services | Performance Services | SYMMEDRx | SYMMEDRx | SYMMEDRx | SYMMEDRx | ||
Supply Chain Services | Performance Services | |||||||||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning of the period | $84,626 | $61,410 | $31,765 | $31,765 | $52,861 | $29,645 | ' | $23,216 | ' | ' |
SYMMEDRx acquisition | ' | ' | ' | ' | ' | ' | 23,216 | ' | 0 | 23,216 |
End of the period | $84,626 | $61,410 | $31,765 | $31,765 | $52,861 | $29,645 | ' | $23,216 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) (Premier Healthcare Solutions, Inc., USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '6 years 6 months | ' | ' |
Intangible Assets, Gross | $27,101 | ' | $21,530 |
Accumulated amortization | -17,839 | ' | -17,238 |
Intangible Assets, Net | 9,262 | ' | 4,292 |
Amortization of Intangible Assets | 601 | 385 | ' |
Technology | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '5 years | ' | ' |
Intangible Assets, Gross | 16,670 | ' | 11,570 |
Member relationships | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '8 years 8 months 12 days | ' | ' |
Intangible Assets, Gross | 6,520 | ' | 6,260 |
Trade names | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '5 years | ' | ' |
Intangible Assets, Gross | $3,911 | ' | $3,700 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Future Amortization (Details) (Premier Healthcare Solutions, Inc., USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Premier Healthcare Solutions, Inc. | ' | ' |
Estimated future amortization expense of intangible assets | ' | ' |
2014 | $2,764 | ' |
2015 | 2,659 | ' |
2016 | 1,644 | ' |
2017 | 1,310 | ' |
2018 | 885 | ' |
Intangible Assets, Net | $9,262 | $4,292 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS, NET - Net Carrying Value of Intangible Assets by Segment (Details) (Premier Healthcare Solutions, Inc., USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | $9,262 | $4,292 |
Supply Chain Services | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | 2,175 | 2,436 |
Performance Services | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | $7,087 | $1,856 |
LINES_OF_CREDIT_Details
LINES OF CREDIT (Details) (Premier Healthcare Solutions, Inc., USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 16, 2011 | Sep. 30, 2013 | Jul. 31, 2013 | Nov. 30, 2012 | Jun. 30, 2013 | Dec. 16, 2011 | Dec. 16, 2011 | Aug. 17, 2012 | Aug. 17, 2012 | Sep. 30, 2013 | Aug. 02, 2013 | Jun. 30, 2013 | Aug. 17, 2012 | Aug. 17, 2012 | |
Wells Fargo Bank, National Association | Wells Fargo Bank, National Association | Wells Fargo Bank, National Association | Wells Fargo Bank, National Association | Wells Fargo Bank, National Association | Wells Fargo Bank, National Association | Wells Fargo Bank, National Association | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | |||
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | ||||
LIBOR | LIBOR | LIBOR | Prime Rate | |||||||||||||
Minimum | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | $15,000,000 | ' | ' | ' |
Accordion feature, additional borrowing capacity | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 0.25% | 1.25% | ' | ' | ' | ' | ' | 1.25% | 0.25% |
Proceeds from lines of credit | 63,800,000 | 2,070,000 | ' | 30,000,000 | 30,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | $60,000,000 | ' | ' | $0 | ' | ' | ' | ' | $11,500,000 | ' | $7,700,000 | ' | ' |
Debt Instrument, Covenant Compliance, Tangible Liabilities to Tangible Net Worth | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance, Minimum EBITDA Coverage Ratio | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance, Maximum Total Leverage Ratio | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, commitment fee percentage | ' | ' | 0.22% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acqusition, percentage of voting interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' |
LINES_OF_CREDIT_Principal_Paym
LINES OF CREDIT - Principal Payments of Lines of Credit (Details) (Premier Healthcare Solutions, Inc., Line of Credit, USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Premier Healthcare Solutions, Inc. | Line of Credit | ' |
Line of Credit, Fiscal Year Maturity [Abstract] | ' |
2014 | $60,000 |
2015 | 11,508 |
Total principal payments | $71,508 |
NOTES_PAYABLE_Narrative_Detail
NOTES PAYABLE (Narrative) (Details) (Premier Healthcare Solutions, Inc., Notes Payable, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2011 | Sep. 30, 2013 | Jun. 30, 2013 |
Insatllments | |||
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | $27,731 | ' |
Financing Agreement for Software Licenses | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | 3,200 | 3,200 |
Number of loan installments | 5 | ' | ' |
Member Owners | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | 24,300 | 23,400 |
Current Portion of Notes Payable | Member Owners | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | 4,200 | 4,200 |
Notes Payable, Less Current Portion | Member Owners | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | $20,100 | $19,200 |
NOTES_PAYABLE_Principal_Paymen
NOTES PAYABLE - Principal Payments of Notes Payable (Details) (Premier Healthcare Solutions, Inc., Notes Payable, USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Premier Healthcare Solutions, Inc. | Notes Payable | ' |
Notes Payable, Fiscal Year Maturity [Abstract] | ' |
2014 | $7,438 |
2015 | 3,995 |
2016 | 4,072 |
2017 | 8,301 |
2018 | 3,671 |
Thereafter | 254 |
Total principal payments | $27,731 |
FAIR_VALUE_MEASUREMENTS_Schedu
FAIR VALUE MEASUREMENTS (Schedule of Assets at Fair Value on a Recurring Basis) (Details) (Recurring, USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | $25,439 | $170,510 |
Corporate debt securities | 57,500 | 57,323 |
Deferred compensation plan assets | 29,071 | 24,489 |
Total assets | 112,010 | 252,322 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | 25,439 | 170,510 |
Corporate debt securities | 0 | 0 |
Deferred compensation plan assets | 29,071 | 24,489 |
Total assets | 54,510 | 194,999 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | 0 | 0 |
Corporate debt securities | 57,500 | 57,323 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 57,500 | 57,323 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | 0 | 0 |
Corporate debt securities | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | $0 | $0 |
FAIR_VALUE_MEASUREMENTS_Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Recurring | Fair Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | $29,071,000 | $24,489,000 |
Recurring | Fair Value | Prepaid Expenses and Other Current Assets | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | 1,500,000 | 400,000 |
Recurring | Fair Value | Other Assets | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | 27,600,000 | 24,100,000 |
Recurring | Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | 0 | 0 |
Nonrecurring | Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Notes payable difference between fair value and carrying value | $1,000,000 | $1,100,000 |
Notes Payable | Nonrecurring | Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value inputs, market interest rate | 1.60% | 1.70% |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (Corporate debt securities, USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Corporate debt securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | $57,487 | $57,336 |
Gross Unrealized Gains | 19 | 12 |
Gross Unrealized Losses | -6 | -25 |
Fair Market Value | $57,500 | $57,323 |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Premier Healthcare Solutions, Inc. | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Investments | $10,773,000 | $6,676,000 |
Premier Healthcare Solutions, Inc. | PRx | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity method investment, ownership percentage | 14.00% | 14.00% |
Investments | 0 | 0 |
Premier Supply Chain Improvement, Inc | Innovatix | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity method investment, ownership percentage | 50.00% | 50.00% |
Investments | 9,800,000 | 5,700,000 |
Premier LP | GHx | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity method investment, ownership percentage | 13.00% | 13.00% |
Investments | $0 | $0 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Line Items] | ' | ' |
Income tax expense (benefit) | ($126,776) | ' |
Premier Healthcare Solutions, Inc. | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' |
Income tax expense (benefit) | $891,000 | $2,517,000 |
Effective tax rate (percent) | 0.80% | 2.90% |
Federal statutory rate (percent) | 35.00% | ' |
REDEEMABLE_LIMITED_PARTNERS_CA2
REDEEMABLE LIMITED PARTNERS' CAPITAL (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' |
Distributions to limited partners | ' | $11,800 | ' |
Premier Healthcare Solutions, Inc. | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' |
Redeemable limited partners' capital, beginning balance | ' | 307,635 | ' |
Issuance of redeemable limited partnership interest for notes receivable | ' | 7,860 | 2,120 |
Distributions to limited partners | 208,300 | -208,324 | -182,613 |
Redeemable limited partners' capital, ending balance | 207,066 | 207,066 | ' |
Limited Partner | Premier Healthcare Solutions, Inc. | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' |
Redeemable limited partners' capital, beginning balance | ' | 307,635 | ' |
Issuance of redeemable limited partnership interest for notes receivable | ' | 0 | ' |
Distributions and reductions applied to receivables from limited partners | ' | 2,353 | ' |
Repurchase of redeemable limited partnership interest | ' | -1,652 | ' |
Net income attributable to Premier LP | ' | 113,214 | ' |
Distributions to limited partners | 214,500 | -214,510 | ' |
Net unrealized gain on marketable securities | ' | 26 | ' |
Redeemable limited partners' capital, ending balance | 207,066 | 207,066 | ' |
Limited Partner | Premier Healthcare Solutions, Inc. | Receivables From Limited Partners | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' |
Redeemable limited partners' capital, beginning balance | ' | -56,571 | ' |
Issuance of redeemable limited partnership interest for notes receivable | ' | -7,860 | ' |
Distributions and reductions applied to receivables from limited partners | ' | 30,362 | ' |
Repurchase of redeemable limited partnership interest | ' | 0 | ' |
Net income attributable to Premier LP | ' | 0 | ' |
Distributions to limited partners | ' | 0 | ' |
Net unrealized gain on marketable securities | ' | 0 | ' |
Redeemable limited partners' capital, ending balance | -34,069 | -34,069 | ' |
Limited Partner | Premier Healthcare Solutions, Inc. | Redeemable Limited Partners' Capital | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' |
Redeemable limited partners' capital, beginning balance | ' | 364,219 | ' |
Issuance of redeemable limited partnership interest for notes receivable | ' | 7,860 | ' |
Distributions and reductions applied to receivables from limited partners | ' | -28,009 | ' |
Repurchase of redeemable limited partnership interest | ' | -1,652 | ' |
Net income attributable to Premier LP | ' | 113,214 | ' |
Distributions to limited partners | ' | -214,510 | ' |
Net unrealized gain on marketable securities | ' | 0 | ' |
Redeemable limited partners' capital, ending balance | 241,122 | 241,122 | ' |
Limited Partner | Premier Healthcare Solutions, Inc. | Accumulated Other Comprehensive (Loss) Income | ' | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' |
Redeemable limited partners' capital, beginning balance | ' | -13 | ' |
Issuance of redeemable limited partnership interest for notes receivable | ' | 0 | ' |
Distributions and reductions applied to receivables from limited partners | ' | 0 | ' |
Repurchase of redeemable limited partnership interest | ' | 0 | ' |
Net income attributable to Premier LP | ' | 0 | ' |
Distributions to limited partners | ' | 0 | ' |
Net unrealized gain on marketable securities | ' | 26 | ' |
Redeemable limited partners' capital, ending balance | $13 | $13 | ' |
REDEEMABLE_LIMITED_PARTNERS_CA3
REDEEMABLE LIMITED PARTNERS' CAPITAL (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Temporary Equity [Line Items] | ' | ' | ' |
Distributions to limited partners | ' | $11,800 | ' |
Premier Healthcare Solutions, Inc. | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Limited partnership, limited partners ownership percentage | ' | 99.00% | ' |
Distributions to limited partners | 208,300 | -208,324 | -182,613 |
Premier Healthcare Solutions, Inc. | Limited Partner | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Interest bearing notes receivable | 4 | 4 | ' |
Limited partners | ' | 4 | ' |
Period of payment of partnership interest upon withdrawl from partnership | ' | '5 years | ' |
Distributions to limited partners | 214,500 | -214,510 | ' |
Premier Healthcare Solutions, Inc. | Limited Partner Notes Payable and Related Interest Obligations | Limited Partner | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Distributions to limited partners | 2,800 | ' | ' |
Premier Healthcare Solutions, Inc. | Other Amounts Payable by Limited Partners | Limited Partner | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Distributions to limited partners | $3,400 | ' | ' |
RELATED_PARTY_TRANSATIONS_Deta
RELATED PARTY TRANSATIONS (Details) (USD $) | 3 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | |||
Premier Healthcare Solutions, Inc. | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Due from related party | $788,000 | ' | $1,650,000 | ||
Income from equity method investments | 4,114,000 | [1] | 2,781,000 | [1] | ' |
Revenue share obligations | 5,085,000 | ' | 10,532,000 | ||
Premier Healthcare Solutions, Inc. | Innovatix | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Revenue from related parties | 8,200,000 | 6,600,000 | ' | ||
Premier Healthcare Solutions, Inc. | Innovatix | Accounts Payable and Accrued Expenses | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Revenue share obligations | 9,000,000 | ' | 2,800,000 | ||
Premier Healthcare Solutions, Inc. | AEIX | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Maximum annual management fee revenue | 500,000 | ' | ' | ||
Premier Healthcare Solutions, Inc. | AEIX | Cost Reimbursement | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Revenue from related parties | 1,100,000 | 1,000,000 | ' | ||
Premier Healthcare Solutions, Inc. | AEIX | Administrative Fee Revenue | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Revenue from related parties | 100,000 | 100,000 | ' | ||
Due from related party | 600,000 | ' | 500,000 | ||
Premier LP | GYNHA | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 15.00% | ' | ' | ||
Premier LP | GYNHA | Administrative Fee Revenue | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Revenue from related parties | 17,400,000 | ' | ' | ||
Due from related party | 0 | ' | 1,100,000 | ||
Premier Supply Chain Improvement, Inc | Innovatix | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Equity method investment, ownership percentage | 50.00% | ' | 50.00% | ||
Premier Supply Chain Improvement, Inc | Innovatix | Other Income, Net | ' | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ' | ||
Income from equity method investments | $4,100,000 | $2,800,000 | ' | ||
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, LLC ("Innovatix"), a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade, all of which is included in the supply chain services segment. |