Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended | ||
Mar. 31, 2014 | 8-May-14 | 8-May-14 | |
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 | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 32,375,186 | 112,607,832 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $152,040 | $198,296 |
Marketable securities | 115,620 | 57,323 |
Accounts receivable (net of $973 and $671 allowance for doubtful accounts, respectively) | 72,311 | 62,162 |
Inventories - finished goods | 19,280 | 12,741 |
Prepaid expenses and other current assets | 22,974 | 25,466 |
Due from related parties | 1,446 | 1,650 |
Deferred tax assets | 11,334 | 8,403 |
Total current assets | 395,005 | 366,041 |
Property and equipment (net of $178,376 and $153,446 accumulated depreciation, respectively) | 128,523 | 115,587 |
Restricted cash | 5,000 | 5,000 |
Marketable securities | 239,719 | 0 |
Deferred tax assets | 292,303 | 15,077 |
Goodwill | 90,285 | 61,410 |
Intangible assets (net of $19,396 and $17,238 accumulated amortization, respectively) | 9,870 | 4,292 |
Other assets | 39,166 | 31,509 |
Total assets | 1,199,871 | 598,916 |
Liabilities, redeemable limited partners' capital and stockholders' (deficit) equity | ' | ' |
Accounts payable | 23,813 | 21,788 |
Accrued expenses | 37,061 | 28,883 |
Revenue share obligations | 54,605 | 10,532 |
Limited partners' distribution payable | 21,352 | 0 |
Accrued compensation and benefits | 36,851 | 51,359 |
Deferred revenue | 19,581 | 18,880 |
Current portion of tax receivable agreement | 6,966 | 0 |
Current portion of notes payable and line of credit | 18,968 | 12,149 |
Other current liabilities | 8,519 | 1,557 |
Total current liabilities | 227,716 | 145,148 |
Notes payable, less current portion | 18,790 | 22,468 |
Tax receivable agreement, less current portion | 179,111 | 0 |
Deferred compensation plan obligations | 30,318 | 24,081 |
Deferred rent | 15,944 | 15,779 |
Other long-term liabilities | 5,864 | 6,037 |
Total liabilities | 477,743 | 213,513 |
Commitments and contingencies (Note 18) | ' | ' |
Redeemable limited partners' capital | 3,669,325 | 307,635 |
Stockholder's Equity | ' | ' |
Common stock | 0 | 57 |
Additional paid-in capital | 0 | 28,866 |
PHSI Common stock subscribed, 0 and 23,266 shares at March 31, 2014 and June 30, 2013, respectively | 0 | 300 |
Subscriptions receivable | 0 | -300 |
(Accumulated deficit) retained earnings | -2,946,265 | 50,599 |
Accumulated other comprehensive income | 21 | 0 |
Noncontrolling interest | -1,277 | -1,754 |
Total stockholders' (deficit) equity | -2,947,197 | 77,768 |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 1,199,871 | 598,916 |
Series A Preferred Stock | ' | ' |
Stockholder's Equity | ' | ' |
Series A Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Class A Common Stock | ' | ' |
Stockholder's Equity | ' | ' |
Common stock | 324 | 0 |
Class B Common Stock | ' | ' |
Stockholder's Equity | ' | ' |
Common stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $973 | $671 |
Accumulated depreciation | 178,376 | 153,446 |
Accumulated amortization | $19,396 | $17,238 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 12,250,000 | 12,250,000 |
Common stock, shares issued | 0 | 5,653,390 |
Common stock, shares outstanding | 0 | 5,653,390 |
Common stock, shares subscribed | 0 | 23,266 |
Series A Preferred Stock | ' | ' |
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 | 32,374,942 | 0 |
Common stock, shares outstanding | 32,374,942 | 0 |
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 | 112,607,832 | 0 |
Common stock, shares outstanding | 112,607,832 | 0 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Net revenue: | ' | ' | ' | ' | ||||
Net administrative fees | $108,087 | $134,335 | $353,793 | $372,454 | ||||
Other services and support | 58,819 | 52,203 | 170,268 | 150,985 | ||||
Services | 166,906 | 186,538 | 524,061 | 523,439 | ||||
Products | 58,692 | 37,160 | 151,022 | 105,250 | ||||
Net revenue | 225,598 | 223,698 | 675,083 | 628,689 | ||||
Cost of revenue: | ' | ' | ' | ' | ||||
Services | 28,382 | 27,026 | 84,887 | 76,696 | ||||
Products | 52,742 | 34,567 | 136,500 | 97,305 | ||||
Cost of revenue | 81,124 | 61,593 | 221,387 | 174,001 | ||||
Gross profit | 144,474 | 162,105 | 453,696 | 454,688 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Selling, general and administrative | 73,327 | 59,965 | 209,096 | 177,133 | ||||
Research and development | 820 | 1,789 | 2,714 | 7,799 | ||||
Amortization of purchased intangible assets | 802 | 385 | 2,158 | 1,154 | ||||
Operating expenses | 74,949 | 62,139 | 213,968 | 186,086 | ||||
Operating income | 69,525 | 99,966 | 239,728 | 268,602 | ||||
Equity in net income of unconsolidated affiliates | 3,566 | [1] | 2,155 | [1] | 12,171 | [1] | 8,332 | [1] |
Interest and investment income, net | 400 | 281 | 641 | 599 | ||||
Gain (Loss) on Sale of Investments | 37,850 | 0 | 37,850 | 0 | ||||
Other income (expense), net | 52 | -5 | 56 | -5 | ||||
Other income, net | 41,868 | 2,431 | 50,718 | 8,926 | ||||
Income before income taxes | 111,393 | 102,397 | 290,446 | 277,528 | ||||
Income tax expense | 9,413 | 1,255 | 24,461 | 5,938 | ||||
Net income | 101,980 | 101,142 | 265,985 | 271,590 | ||||
Net (income) loss attributable to noncontrolling interest in SVS, LLC | -530 | 347 | -477 | 1,046 | ||||
Net income attributable to noncontrolling interest in Premier LP | -87,925 | -97,260 | -246,055 | -264,463 | ||||
Net income attributable to noncontrolling interest | -88,455 | -96,913 | -246,532 | -263,417 | ||||
Net income attributable to shareholders | 13,525 | 4,229 | 19,453 | 8,173 | ||||
Adjustment of redeemable limited partners' capital to redemption amount | 517,063 | 0 | -3,202,749 | 0 | ||||
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $530,588 | $4,229 | ($3,183,296) | $8,173 | ||||
Weighted average shares outstanding: | ' | ' | ' | ' | ||||
Basic (shares) | 32,375 | [2],[3] | 5,757 | [2],[4] | 23,394 | [2],[5] | 5,921 | [2],[4] |
Diluted (shares) | 32,556 | [3] | 5,757 | [4] | 23,394 | [5] | 5,921 | [4] |
Earnings (loss) per share attributable to shareholders: | ' | ' | ' | ' | ||||
Basic (usd per share) | $16.39 | $0.73 | ($136.07) | $1.38 | ||||
Diluted (usd per share) | $16.30 | $0.73 | ($136.07) | $1.38 | ||||
[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. | |||||||
[2] | Weighted average number of common shares used for basic earnings (loss) per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the three and nine months ended March 31, 2014. | |||||||
[3] | The weighted average shares calculations are based on the Premier, Inc. common shares outstanding for the three months ended March 31, 2014. | |||||||
[4] | The weighted average shares calculations are based on the PHSI common shares outstanding for the three and nine months ended March 31, 2013. | |||||||
[5] | The weighted average shares calculations are based on a combination of the PHSI historical common shares outstanding for the three months ended September 30, 2013 and the Premier, Inc. common shares outstanding for the period from September 25, 2013 to March 31, 2014. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $101,980 | $101,142 | $265,985 | $271,590 |
Net unrealized gain (loss) on marketable securities | 161 | -3 | 104 | 74 |
Total comprehensive income | 102,141 | 101,139 | 266,089 | 271,664 |
Less: Comprehensive income attributable to noncontrolling interest | -88,580 | -96,912 | -246,618 | -263,491 |
Comprehensive income attributable to Premier, Inc. | $13,561 | $4,227 | $19,471 | $8,173 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Class A Common Stock | Class B Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Common Stock Subscribed | Subscriptions Receivable | Retained Earnings | Noncontrolling Interest | Accumulated Other Comprehensive Income (Loss) |
In Thousands, except Share data, unless otherwise specified | Class A Common Stock | Class B Common Stock | Class A Common Stock | Class B Common Stock | ||||||||||
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 | ' | ' | ' | 5,653,000 | ' | ' | ' | ' | ' | 23,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock | -646 | ' | ' | -1 | ' | ' | -645 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock (in shares) | ' | ' | ' | -49,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment on stock subscriptions | 300 | ' | ' | ' | ' | ' | 300 | ' | ' | -300 | 300 | ' | ' | ' |
Payment on stock subscriptions (in shares) | ' | ' | ' | 23,000 | ' | ' | ' | ' | ' | -23,000 | ' | ' | ' | ' |
Issuance of Class A common stock at IPO | 821,671 | ' | ' | ' | 324 | ' | 821,347 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock at IPO (shares) | ' | ' | ' | ' | 32,375,000 | 112,608,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of common units | ' | -247,742 | -30,072 | ' | ' | ' | ' | -247,742 | -30,072 | ' | ' | ' | ' | ' |
Contribution of PHSI common stock in connection with the IPO | -76,916 | ' | ' | -56 | ' | ' | -76,860 | ' | ' | ' | ' | ' | ' | ' |
Contribution of PHSI common stock in connection with the IPO (in shares) | ' | ' | ' | -5,627,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized IPO-related costs | -5,911 | ' | ' | ' | ' | ' | -5,911 | ' | ' | ' | ' | ' | ' | ' |
Increase in deferred tax asset related to the Reorganization | 282,972 | ' | ' | ' | ' | ' | 282,972 | ' | ' | ' | ' | ' | ' | ' |
Increase in payables pursuant to the tax receivable agreement | -186,077 | ' | ' | ' | ' | ' | -186,077 | ' | ' | ' | ' | ' | ' | ' |
Acquisition of noncontrolling interest from member owners, net of sale of Class B common stock | -412,857 | ' | ' | ' | ' | ' | -412,860 | ' | ' | ' | ' | ' | ' | 3 |
Adjustment of redeemable limited partners' capital to redemption amount | -3,202,749 | ' | ' | ' | ' | ' | -186,432 | ' | ' | ' | ' | -3,016,317 | ' | ' |
Sale of Class B common stock (shares) | ' | ' | ' | ' | 32,375,000 | 112,608,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 13,118 | ' | ' | ' | ' | ' | 13,118 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of vested restricted stock | -4 | ' | ' | ' | ' | ' | -4 | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to shareholders | 19,453 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,453 | ' | ' |
Net income attributable to noncontrolling interest in SVS, LLC | 477 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 477 | ' |
Net unrealized gain on marketable securities | 18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18 |
Ending balance at Mar. 31, 2014 | ($2,947,197) | ' | ' | $0 | $324 | $0 | $0 | ' | ' | $0 | $0 | ($2,946,265) | ($1,277) | $21 |
Ending balance (in shares) at Mar. 31, 2014 | ' | ' | ' | 0 | 32,375,000 | 112,608,000 | ' | ' | ' | 0 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Operating activities | ' | ' | ||
Net income | $265,985 | $271,590 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ||
Depreciation and amortization | 29,110 | 20,952 | ||
Equity in net income of unconsolidated affiliates | -12,171 | [1] | -8,332 | [1] |
Deferred taxes | 2,833 | 2,119 | ||
Stock-based compensation | 13,118 | 0 | ||
Changes in operating assets and liabilities: | ' | ' | ||
Accounts receivable, prepaid expenses and other current assets | -17,872 | -3,961 | ||
Other assets | -1,749 | -8,377 | ||
Inventories | -6,539 | -1,858 | ||
Accounts payable, accrued expenses, revenue share obligations and other current liabilities | 51,265 | -12,706 | ||
Long-term liabilities | -8 | 3,313 | ||
Other operating activities | -253 | 5 | ||
Net cash provided by operating activities | 285,869 | 262,745 | ||
Investing activities | ' | ' | ||
Purchase of marketable securities | -369,122 | -40,029 | ||
Proceeds from sale of marketable securities | 71,459 | 91,379 | ||
Acquisition of SYMMEDRx, net of cash acquired | -28,690 | 0 | ||
Acquisition of Meddius, L.L.C., net of owner note receivable | -7,737 | 0 | ||
Distributions received on equity investment | 10,650 | 9,910 | ||
Purchases of property and equipment | -39,842 | -27,899 | ||
Other investing activities | 0 | -1,000 | ||
Net cash (used in) provided by investing activities | -325,432 | 32,361 | ||
Financing activities | ' | ' | ||
Payments made on notes payable | -5,121 | -8,021 | ||
Proceeds from SVS, LLC revolving line of credit | 6,000 | 4,250 | ||
Proceeds from senior secured line of credit | 60,000 | 10,000 | ||
Payments on senior secured line of credit | -60,000 | -10,000 | ||
Proceeds from issuance of Class A common stock in connection with the IPO, net of expenses | 821,671 | 0 | ||
Purchases of Class B common units from member owners | -543,857 | 0 | ||
Proceeds from issuance of PHSI common stock | 300 | 0 | ||
Proceeds from notes receivable from partners | 12,706 | 0 | ||
Repurchase of restricted units | -4 | 0 | ||
Distributions to limited partners of Premier LP | -298,388 | -314,907 | ||
Net cash used in financing activities | -6,693 | -318,678 | ||
Net decrease in cash and cash equivalents | -46,256 | -23,572 | ||
Cash and cash equivalents at beginning of year | 198,296 | 140,822 | ||
Cash and cash equivalents at end of year | 152,040 | 117,250 | ||
Supplemental schedule of non cash investing and financing activities: | ' | ' | ||
Issuance of limited partnership interest for notes receivable | 7,860 | 45,960 | ||
Payable to member owners incurred upon repurchase of ownership interest | 1,652 | 14,391 | ||
Reduction in redeemable limited partners' capital to reduce outstanding receivable | 28,009 | 379 | ||
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 6,200 | 7,669 | ||
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 21,352 | 0 | ||
Increase in redeemable limited partners' capital for adjustment to redemption amount, with offsetting decrease in additional paid-in-capital and retained earnings (accumulated deficit) | 3,202,749 | 0 | ||
Increase in deferred tax assets and additional paid-in-capital related to the Reorganization | 282,972 | 0 | ||
Increase in payables and decrease in additional paid-in-capital pursuant to the tax receivable agreement | 186,077 | 0 | ||
Reduction in prepaid expenses and other current assets for IPO costs capitalized to additional paid-in-capital | 5,911 | 0 | ||
Issuance of common stock for subscriptions receivable | 0 | 375 | ||
Gain (Loss) on Sale of Investments | -37,850 | 0 | ||
Premier Healthcare Solutions, Inc. [Member] | ' | ' | ||
Supplemental schedule of non cash investing and financing activities: | ' | ' | ||
Gain (Loss) on Sale of Investments | 37,850 | 0 | ||
Premier Healthcare Solutions, Inc. [Member] | Investment Income [Member] | ' | ' | ||
Supplemental schedule of non cash investing and financing activities: | ' | ' | ||
Gain (Loss) on Sale of Investments | ($37,850) | ' | ||
[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_Cas1
Consolidated Statements of Cash Flows Proceeds from sale of investment in Global Healthcare Exchange, LLC (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Gain (Loss) on Sale of Investments | $37,850 | $0 | $37,850 | $0 |
Premier Healthcare Solutions, Inc. [Member] | ' | ' | ' | ' |
Gain (Loss) on Sale of Investments | ' | ' | ($37,850) | $0 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION | |
Organization | |
Premier, Inc. ("Premier" or the "Company") is a publicly-held, for-profit Delaware corporation primarily owned by hospitals, health systems and other healthcare organizations (such owners of Premier are referred to herein as "member owners") located in the United States, and public stockholders. 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, provide actionable intelligence derived from anonymized data in 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 group purchasing organizations ("GPOs") 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 Services, LLC ("Premier GP"), holds a 22% controlling general partner interest in and, as a result, consolidates the financial statements of Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' 78% 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. | |
After the completion of a series of transactions following the consummation of the initial public offering ("IPO"), referred to as the "Reorganization," Premier Healthcare Solutions, Inc. ("PHSI") became a consolidated subsidiary of the Company. PHSI is considered the predecessor of the Company for accounting purposes, and accordingly, PHSI's consolidated financial statements are the Company's historical financial statements, for periods prior to October 1, 2013. The historical consolidated financial statements of PHSI are reflected herein based on PHSI's historical ownership interests of Premier LP and its consolidated subsidiaries. | |
The accompanying consolidated 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 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 Company's final prospectus, dated September 25, 2013, filed with the SEC (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, stock-based compensation, payables under tax receivable agreements, 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. |
INITIAL_PUBLIC_OFFERING_AND_RE
INITIAL PUBLIC OFFERING AND REORGANIZATION | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Initial Public Offering and Reorganization [Abstract] | ' | ||||
INITIAL PUBLIC OFFERING AND REORGANIZATION | ' | ||||
INITIAL PUBLIC OFFERING AND REORGANIZATION | |||||
Initial Public Offering | |||||
On October 1, 2013, Premier consummated its IPO of 32,374,751 shares of its Class A common stock, at a price of $27.00 per share, raising net proceeds of approximately $821.7 million after underwriting discounts and commissions, but before expenses. | |||||
Premier 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 in connection with the IPO. All Class B common units purchased by Premier 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 to Premier GP. | |||||
Reorganization | |||||
On October 1, 2013 (the "Effective Date"), Premier 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, 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 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, Premier LP and the member owners after the completion of the Reorganization and IPO. | |||||
LP Agreement | |||||
In connection with the Reorganization and IPO, pursuant to the LP Agreement, Premier GP became 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 the sole member of Premier GP, Premier 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 other than net profit attributable to dispositions not in the ordinary course of business for each such quarter multiplied by the effective combined federal, state and local income tax rate then payable by Premier 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, which Premier 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 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's Class A common stock pursuant to the terms of the exchange agreement (i) ceases to participate in Premier'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. There were no exchanges during the period from October 1, 2013 through March 31, 2014. | |||||
Voting Trust Agreement | |||||
Additionally, in connection with the Reorganization and IPO, Premier'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 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, 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's audit committee (or another committee of independent 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 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 the IPO and Reorganization, Premier 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 will use reasonable efforts to keep the resale shelf registration statement effective for seven years. In addition, Premier 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'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 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 will either proceed with the company-directed underwritten public offering (such decision being in Premier's sole discretion) or notify the member owners that Premier 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's Class A common stock, Premier may elect to conduct a company-directed underwritten public offering in any subsequent year. Premier, 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 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 has agreed to pay to the member owners for as long as the member owner remains a limited partner, 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 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 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'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's GPO supplier contracts. In addition, Premier'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'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'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 became the sole member of Premier GP and Premier GP became the general partner of Premier LP. Through Premier GP, Premier 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; | ||||
• | the investors in the IPO collectively own all of Premier's outstanding shares of Class A common stock and collectively have approximately 22% of the voting power in Premier; and | ||||
• | Premier LP is the operating partnership and parent company to all of Premier's other operating subsidiaries, including Premier Supply Chain Improvement, Inc. ("PSCI") and PHSI. | ||||
Any newly admitted Premier LP limited partners will 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 then existing 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. | |||||
Impact of the Reorganization | |||||
The impact of the Reorganization gives effect to: | |||||
• | (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'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; | ||||
• | 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 (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'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's purchase of Class B common units from the member owners; and | ||||
• | estimated 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 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's purchase of Class B common units from the member owners and of certain other tax benefits related to Premier entering into the tax receivable agreement. | ||||
Premier 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 are reflected at their carryover basis. | |||||
The following table presents the adjustments to the balance sheet upon the consummation of the IPO and Reorganization at October 1, 2013 (in thousands): | |||||
Assets | |||||
Cash and cash equivalents | $ | 277,814 | -1 | ||
Prepaid expenses and other current assets | (5,911 | ) | -2 | ||
Total current assets | 271,903 | ||||
Deferred tax assets | 282,972 | -3 | |||
Total assets | $ | 554,875 | |||
Liabilities, redeemable limited partners' capital and stockholders' deficit | |||||
Payable pursuant to tax receivable agreement | $ | 6,966 | -3 | ||
Total current liabilities | 6,966 | ||||
Payable pursuant to tax receivable agreement, less current portion | 179,111 | -3 | |||
Total liabilities | 186,077 | ||||
Redeemable limited partners' capital | 2,799,121 | -4 | |||
Stockholders' deficit: | |||||
Common stock, par value $0.01, 12,250,000 shares authorized; no shares outstanding | (56 | ) | -5 | ||
Class A common stock, par value $0.01, 500,000,000 shares authorized; 32,374,751 shares issued and outstanding | 324 | -5 | |||
Class B common stock, par value $0.000001, 600,000,000 shares authorized; 112,607,832 shares issued and outstanding | — | -5 | |||
Additional paid-in capital | (28,828 | ) | -6 | ||
Accumulated deficit | (2,401,766 | ) | -7 | ||
Accumulated other comprehensive income | 3 | -4 | |||
Total stockholders' deficit | (2,430,323 | ) | |||
Total liabilities, redeemable limited partners' capital and stockholders' deficit | $ | 554,875 | |||
-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, as follows (in thousands): | ||||
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 | ) | |||
Net cash proceeds from IPO | $ | 277,814 | |||
-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 increase (for tax purposes) the depreciation and amortization deductions by Premier LP, and therefore, reduce the amount of income tax that Premier would otherwise be required to pay in the future. In connection with the Reorganization and IPO, Premier 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 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 and franchise income tax that Premier 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 adjustments give effect to the Section 754 election and the tax receivable agreement based on the following assumptions: | ||||
• | The 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 effective income tax rate for Premier of approximately 39%, which includes a provision for U.S. federal income taxes and assumes (i) Premier's 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 earns sufficient taxable income in each year to realize the full tax benefit of the amortization of its assets. | ||||
• | Premier determined the adjustments in connection with the Section 754 election by first calculating the excess of each selling member owner's and PHSI's selling price over such person's share of Premier LP's tax basis in its assets attributable to the Class B common units sold to Premier. Premier then allocated the aggregate excess among Premier LP's assets following applicable tax regulations governing adjustments that result from the Section 754 election. Premier determined 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 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 was the number of Class B common units sold to Premier, and the denominator of which was the number of Class B common units held by the selling member owner immediately prior to the sale. For purposes of the calculation, the selling price per Class B common unit was equal to the net price paid per share of the Class A common stock by the underwriters to Premier in the IPO. The adjustments increased Premier LP's basis in its assets (for tax purposes), and Premier calculates the amount of depreciation, amortization and other deductions to which it is entitled as a result of these adjustments. Premier then calculates Premier's tax liability with and without the deductions attributable to these adjustments, assuming that Premier earns sufficient taxable income in each year to realize the full benefit of the deductions. Premier computed the estimated tax benefit attributable to the election as the excess of Premier's tax liability as so computed without the deductions over Premier's tax liability as so computed with the deductions. Additionally, the tax receivable agreement payments give rise to adjustments that result in Premier LP becoming entitled to additional deductions, and the calculation of Premier's liability under the tax receivable agreement 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'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 cumulative adjustments of $186.1 million, of which $7.0 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 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. | ||||
• | Deferred tax assets are measured based on the difference in tax basis of Premier's investment in Premier LP as compared to its GAAP carrying value and include the change in allocations in connection with the Reorganization. The adjustments related to Premier LP's Section 754 election described above are a component of Premier'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's Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier'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 consolidated financial statements. | |||||
-4 | 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 $30.1 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 $131.0 million to reflect the approximately 78% controlling interest held by the redeemable limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited 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 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 $2,575.5 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 $50.1 million, followed by an offsetting decrease in additional paid-in-capital of $173.7 million and with a final offsetting increase in accumulated deficit of $2,351.7 million. | |||||
-5 | 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. | ||||
-6 | Reflects the impact of the adjustments in notes (1), (2), (3), (4) and (5) above to additional paid-in capital: | ||||
• | an increase of $96.9 million due to an increase in deferred tax assets described in note (3) of $283.0 million offset by an increase in payables pursuant to the tax receivable agreement of $186.1 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 $5.9 million; | ||||
• | a decrease of $767.5 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 (4) 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 (4) above. | ||||
-7 | Reflects 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 (4) above. | ||||
In addition, 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. Historically, Premier LP did not generally have a contractual requirement to pay revenue share to member owners participating in its GPO programs, but paid semi-annual distributions of partnership income. | ||||
• | Premier records redeemable limited partners' capital at redemption value, which represents the greater of the book value or redemption amount per the LP Agreement, at the reporting date. | ||||
• | Premier 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. | ||||
• | Noncontrolling interest in Premier LP decreased from 99% to approximately 78%. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | |
The LP agreement includes a provision that provides for redemption of a limited partner’s interest upon termination as follows: For Class B common units not yet eligible for exchange, those will be redeemed at a purchase price which is the lower of the limited partner’s capital account balance in Premier LP immediately prior to the IPO and the fair market value of the Class A common stock of the Company on the date of the termination at either a) a five-year, unsecured, non-interest bearing term promissory note, (b) a cashier’s check or wire transfer of immediately available funds in an amount equal to the present value of the Class B unit redemption amount, or (c) payment on such other terms mutually agreed upon with Premier GP. For Class B common units that are eligible for exchange, the limited partner is also required to exchange all eligible Class B common units on the next exchange date following the date of the termination. | |
A limited partner cannot redeem all or any part of its interest in Premier LP without the approval of Premier GP, which is controlled by the board of directors. Given the limited partners hold the majority of the votes of the board of directors, limited partners' capital has a redemption feature that is not solely within the control of the Company. As a result, the Company reflects limited partners’ capital on the consolidated balance sheets as redeemable limited partners’ capital in temporary equity. In addition, the limited partners have the ability to exchange their Class B common units for cash or Class A common shares on a one-for-one basis. Accordingly, the Company records redeemable limited partners' capital at the greater of the book value or redemption amount per the LP Agreement at the reporting date, with the corresponding offset to additional paid-in-capital and retained earnings (accumulated deficit). | |
There have been no material changes to the Company's significant accounting policies as described in the Prospectus, other than the addition of the significant accounting policy related to redeemable limited partners' capital above. | |
Recently Issued Accounting Standards | |
There are no recently issued accounting standards that impact the Company. |
SEGMENTS
SEGMENTS | 9 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
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. Non-recurring items are 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 March 31, 2014 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 108,087 | ||||||||||||
Other services and support | 197 | |||||||||||||
Services | 108,284 | |||||||||||||
Products | 58,692 | |||||||||||||
Total Supply Chain Services | 166,976 | $ | 91,477 | $ | 380 | $ | 1,098 | |||||||
Performance Services | 58,622 | 20,307 | 8,622 | 12,267 | ||||||||||
Corporate | — | (20,479 | ) | 1,196 | 458 | |||||||||
Total | $ | 225,598 | $ | 91,305 | $ | 10,198 | $ | 13,823 | ||||||
Three Months Ended March 31, 2013 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 134,335 | ||||||||||||
Other services and support | 421 | |||||||||||||
Services | 134,756 | |||||||||||||
Products | 37,160 | |||||||||||||
Total Supply Chain Services | 171,916 | $ | 112,389 | $ | 311 | $ | 740 | |||||||
Performance Services | 51,782 | 16,322 | 5,924 | 8,082 | ||||||||||
Corporate | — | (17,987 | ) | 939 | 42 | |||||||||
Total | $ | 223,698 | $ | 110,724 | $ | 7,174 | $ | 8,864 | ||||||
Net Revenue | Segment Adjusted EBITDA | Depreciation & Amortization Expense | Capital Expenditures | |||||||||||
Nine Months Ended March 31, 2014 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 353,793 | ||||||||||||
Other services and support | 504 | |||||||||||||
Services | 354,297 | |||||||||||||
Products | 151,022 | |||||||||||||
Total Supply Chain Services | 505,319 | $ | 302,076 | $ | 1,087 | $ | 1,901 | |||||||
Performance Services | 169,764 | 54,367 | 24,414 | 37,344 | ||||||||||
Corporate | — | (57,399 | ) | 3,609 | 597 | |||||||||
Total | $ | 675,083 | $ | 299,044 | $ | 29,110 | $ | 39,842 | ||||||
Nine Months Ended March 31, 2013 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 372,454 | ||||||||||||
Other services and support | 515 | |||||||||||||
Services | 372,969 | |||||||||||||
Products | 105,250 | |||||||||||||
Total Supply Chain Services | 478,219 | $ | 309,745 | $ | 929 | $ | 1,130 | |||||||
Performance Services | 150,470 | 42,055 | 17,145 | 26,547 | ||||||||||
Corporate | — | (50,567 | ) | 2,878 | 222 | |||||||||
Total | $ | 628,689 | $ | 301,233 | $ | 20,952 | $ | 27,899 | ||||||
The following table presents total assets (in thousands) as utilized by the Company's chief operating decision maker. | ||||||||||||||
Total Assets | ||||||||||||||
March 31, 2014 | ||||||||||||||
Supply Chain Services | $ | 351,653 | ||||||||||||
Performance Services | 254,161 | |||||||||||||
Corporate | 594,057 | |||||||||||||
Total | $ | 1,199,871 | ||||||||||||
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 March 31, | Nine Months Ended March 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Segment Adjusted EBITDA | $ | 91,305 | $ | 110,724 | $ | 299,044 | $ | 301,233 | ||||||
Depreciation and amortization | (9,396 | ) | (6,789 | ) | (26,952 | ) | (19,798 | ) | ||||||
Amortization of purchased intangible assets | (802 | ) | (385 | ) | (2,158 | ) | (1,154 | ) | ||||||
Merger and acquisition related expenses (a) | (984 | ) | — | (1,303 | ) | — | ||||||||
Strategic and financial restructuring expenses (b) | (733 | ) | (1,429 | ) | (3,614 | ) | (3,347 | ) | ||||||
Stock-based compensation expense | (6,299 | ) | — | (13,118 | ) | — | ||||||||
Equity in net income of unconsolidated affiliates (c) | (3,566 | ) | (2,155 | ) | (12,171 | ) | (8,332 | ) | ||||||
Operating income | $ | 69,525 | $ | 99,966 | $ | 239,728 | $ | 268,602 | ||||||
(a) | Represents legal, accounting and other expenses related to acquisition activities. | |||||||||||||
(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 | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Business Combinations [Abstract] | ' | |||
BUSINESS ACQUISITIONS | ' | |||
BUSINESS ACQUISITIONS | ||||
On October 31, 2013, Premier completed the acquisition of Meddius, L.L.C. ("Meddius"), 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, for $8.1 million. The Company funded the acquisition with available cash on hand. The primary reason for the acquisition of Meddius is to augment the Company's capabilities for automated data acquisition across the PremierConnect™ platform and associated applications. It also allows the Company to explore new offerings in the market. | ||||
The purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired from Meddius. As a result, the Company recorded goodwill in connection with this acquisition, which was assigned to the performance services segment. The Company plans to file an Internal Revenue Code Section 338(h)(10) election for the acquisition and treat the purchase as an asset acquisition for income tax purposes. | ||||
The allocation of the preliminary purchase price to the assets acquired and liabilities assumed based on their fair values, is as follows (in thousands): | ||||
Net tangible assets acquired | $ | 231 | ||
Intangible assets acquired | 2,165 | |||
Goodwill | 5,711 | |||
Total | $ | 8,107 | ||
On July 19, 2013, the Company purchased all the issued and outstanding units of SYMMEDRx, LLC ("SYMMEDRx") for $28.7 million. The Company funded the acquisition by drawing on its senior secured revolving credit facility (see Note 7 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 plans to deduct the recognized goodwill for income tax purposes. | ||||
The allocation of the preliminary purchase price to the assets acquired and liabilities assumed based on their fair values is as follows (in thousands): | ||||
Net tangible liabilities assumed | $ | (7 | ) | |
Intangible assets acquired | 5,571 | |||
Goodwill | 23,164 | |||
Total | $ | 28,728 | ||
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
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 | — | 23,164 | 23,164 | |||||||
Meddius acquisition | — | 5,711 | 5,711 | |||||||
Balance at March 31, 2014 | $ | 31,765 | $ | 58,520 | $ | 90,285 | ||||
Intangible assets, net consist of the following (in thousands): | ||||||||||
Weighted Average Useful Life | 31-Mar-14 | 30-Jun-13 | ||||||||
Identifiable intangible assets acquired: | ||||||||||
Technology | 5.0 years | $ | 18,836 | $ | 11,570 | |||||
Member relationships | 8.7 years | 6,520 | 6,260 | |||||||
Trade names | 5.0 years | 3,910 | 3,700 | |||||||
5.8 years | 29,266 | 21,530 | ||||||||
Accumulated amortization | (19,396 | ) | (17,238 | ) | ||||||
Total identifiable intangible assets acquired, net | $ | 9,870 | $ | 4,292 | ||||||
Amortization expense of intangible assets totaled $0.8 million and $0.4 million for the three months ended March 31, 2014 and 2013, respectively, and $2.2 million and $1.2 million for the nine months ended March 31, 2014 and 2013, respectively. | ||||||||||
The estimated future amortization expense of intangible assets is as follows: | ||||||||||
Twelve Months Ending March 31, | ||||||||||
2015 | $ | 3,179 | ||||||||
2016 | 2,599 | |||||||||
2017 | 1,990 | |||||||||
2018 | 1,495 | |||||||||
2019 | 607 | |||||||||
Total amortization expense | $ | 9,870 | ||||||||
The net carrying value of intangible assets by segment is as follows (in thousands): | ||||||||||
31-Mar-14 | 30-Jun-13 | |||||||||
Supply Chain Services | $ | 1,653 | $ | 2,436 | ||||||
Performance Services | 8,217 | 1,856 | ||||||||
Total | $ | 9,870 | $ | 4,292 | ||||||
LINES_OF_CREDIT
LINES OF CREDIT (Line of Credit) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Line of Credit | ' | |||
Line of Credit Facility [Line Items] | ' | |||
LINES OF CREDIT | ' | |||
LINES OF CREDIT | ||||
The Company has 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. 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. At March 31, 2014 and June 30, 2013, there was $0 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 financial and negative covenants at March 31, 2014. 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 the Company and such subsidiaries. | ||||
On August 17, 2012, SVS, LLC d/b/a S2S Global ("S2S Global"), a direct sourcing business which the Company consolidates and owns 60% of the outstanding shares of common stock, 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. On January 30, 2014, S2S Global further amended its revolving line of credit to increase the credit limit to $20.0 million. The S2S Global revolving line of credit has customary covenants, which include, but are not limited to those regarding: the use of proceeds, provision of financial information, restriction on other debts and liens, maintenance of assets, investments, taxes, nature of business, mergers, transactions with affiliates, restricted payments, insurance and compliance with laws. S2S Global was in compliance with all such covenants at March 31, 2014. The amended revolving line of credit has a maturity date of December 16, 2014. The unused commitment fee on the revolving line of credit is 0.225% per annum. | ||||
At March 31, 2014 and June 30, 2013, S2S Global had $13.7 million and $7.7 million, respectively, outstanding on the revolving line of credit, which is included in current portion of notes payable and line of credit in the accompanying consolidated balance sheets. | ||||
Principal payments of the S2S Global line of credit are as follows (in thousands): | ||||
Twelve Months Ending March 31, | ||||
2015 | $ | 13,708 | ||
Total principal payments | $ | 13,708 | ||
NOTES_PAYABLE
NOTES PAYABLE | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
NOTES PAYABLE | ' | |||
NOTES PAYABLE | ||||
At March 31, 2014 and June 30, 2013, the Company had $20.6 million and $23.4 million, respectively, in non-interest bearing notes payable outstanding to departed member owners, of which $2.0 million and $4.2 million, respectively, are included in current portion of notes payable and line of credit and $18.6 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 March 31, 2014 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 line of credit, 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 March 31, | ||||
2015 | $ | 5,260 | ||
2016 | 4,326 | |||
2017 | 4,646 | |||
2018 | 8,138 | |||
2019 | 1,426 | |||
Thereafter | 254 | |||
Total principal payments | $ | 24,050 | ||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||
FAIR VALUE 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) | |||||||||
March 31, 2014 | |||||||||||||
Cash equivalents | $ | 72,129 | $ | 72,129 | $ | — | $ | — | |||||
Corporate debt securities | 355,339 | — | 355,339 | — | |||||||||
Deferred compensation plan assets | 30,625 | 30,625 | — | — | |||||||||
Total assets | $ | 458,093 | $ | 102,754 | $ | 355,339 | $ | — | |||||
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 ($0.3 million and $0.4 million at March 31, 2014 and June 30, 2013, respectively) and other assets ($30.3 million and $24.1 million at March 31, 2014 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. | |||||||||||||
The fair value of cash, accounts receivable, accounts payable, accrued liabilities and lines of credit approximate carrying 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 8 for more information) by approximately $0.8 million and $1.1 million at March 31, 2014 and June 30, 2013, respectively, based on an assumed market interest rate of 1.6% and 1.7%, respectively, at March 31, 2014 and June 30, 2013. |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||
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 24 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 | ||||||||||
March 31, 2014 | |||||||||||||
Corporate debt securities | $ | 355,248 | $ | 137 | $ | (46 | ) | $ | 355,339 | ||||
June 30, 2013 | |||||||||||||
Corporate debt securities | $ | 57,336 | $ | 12 | $ | (25 | ) | $ | 57,323 | ||||
Corporate debt securities are included in the current portion of marketable securities and the long-term portion of marketable securities in the accompanying consolidated balance sheets. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Mar. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
INVESTMENTS | ' |
INVESTMENTS | |
Innovatix provides group purchasing services to alternate site providers in specific classes of trade. The Company held 50% of the membership units in Innovatix at March 31, 2014 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 $7.1 million and $5.7 million at March 31, 2014 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 10% and 14% at March 31, 2014 and June 30, 2013, respectively. The Company accounts for this investment using the equity method of accounting and the carrying value of its investment in PRx was zero at March 31, 2014 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. On March 11, 2014, a subsidiary of Thoma Bravo LLC, a private equity firm, acquired all the outstanding membership interests of GHX. Upon completion of the sale, the Company received proceeds of approximately $37.9 million, resulting in a gain on sale of investment of an equal amount. The Company may receive additional proceeds, if any, of up to approximately $543,000 subsequent to the close that would result in an additional gain on sale of investment of an equal amount. The Company held 13% of the membership units in GHX at June 30, 2013. The Company accounted for its investment in GHX using the equity method of accounting and the carrying value of its investment in GHX was zero at June 30, 2013. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
The Company's income tax expense is attributable to the activities of the Company, PHSI and PSCI, which are all subchapter C corporations. Under the provisions of federal and state statutes, Premier LP is not subject to federal and state income taxes. For federal and state income tax purposes, income realized by Premier LP is taxable to its partners. The Company, PHSI and PSCI are subject to U.S. federal and state income taxes. | |
For the three months ended March 31, 2014 and 2013, the Company recorded tax expense on income before taxes of $9.4 million and $1.3 million, respectively, which equates to an effective tax rate of 8.5% and 1.2%, respectively. For the nine months ended March 31, 2014 and 2013, the Company recorded a tax expense on income before taxes of $24.5 million and $5.9 million, respectively, which equates to an effective tax rate of 8.4% and 2.1%, respectively. For the three and nine months ended March 31, 2014 and 2013, the effective tax rate differs from the 35% federal statutory rate primarily due to partnership income not being subject to federal income taxes, state and local taxes and nondeductible expenses. The effective tax rate has increased from the prior year as a result of the Reorganization which created additional partnership income subject to tax at the Company level. | |
On October 1, 2013, the Company recorded deferred tax assets of $283.0 million associated with basis differences in assets upon acquiring an interest in Premier LP and making a Section 754 election in connection with the IPO. The Company also recorded $186.1 million in tax receivable agreement liabilities representing 85% of the tax savings that the Company will receive in connection with the Section 754 election. |
REDEEMABLE_LIMITED_PARTNERS_CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Temporary Equity Disclosure [Abstract] | ' | ||||||||||||
REDEEMABLE LIMITED PARTNERS' CAPITAL | ' | ||||||||||||
REDEEMABLE LIMITED PARTNERS' CAPITAL | |||||||||||||
Redeemable limited partners' capital represents the limited partner's 99% ownership of Premier LP at June 30, 2013. Pursuant to the terms of the historical limited partnership agreement, Premier LP was 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, at June 30, 2013, 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. | |||||||||||||
Upon the consummation of the Reorganization and IPO, each limited partner's shares of PHSI were contributed for Class B common units. Commencing on October 31, 2014, and during each year thereafter, each limited partner has the cumulative right to exchange up to one-seventh of its initial allocation of Class B common units for shares of Class A common stock, cash or a combination of both, the form of consideration to be at the discretion of the Company's independent audit committee of the board of directors. | |||||||||||||
Redeemable limited partners' capital represents the member owners' 78% ownership of Premier LP at March 31, 2014. Pursuant to the terms of the LP Agreement, effective October 1, 2013, a limited partner cannot transfer all or any part of its interest in Premier LP without the approval of Premier GP, which is controlled by the board of directors. The limited partners hold the majority of the votes of the board of directors and any redemption or transfer cannot be assumed to be within the control of the Company. As such, classification outside of permanent equity is required and the redeemable limited partners' capital, which is recorded at the greater of the book value or redemption amount per the LP Agreement, is classified as temporary equity in the mezzanine section of the consolidated balance sheet at March 31, 2014. | |||||||||||||
The table below shows the changes in the redeemable limited partners' capital classified as temporary equity from June 30, 2013 to March 31, 2014 (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 | — | — | ||||||||
Receipts on receivables from limited partners | 12,706 | — | — | 12,706 | |||||||||
Distributions and reductions applied to receivables from limited partners | 31,954 | (28,009 | ) | — | 3,945 | ||||||||
Repurchase of redeemable limited partnership interest | — | (1,652 | ) | — | (1,652 | ) | |||||||
Net income attributable to Premier LP | — | 246,055 | — | 246,055 | |||||||||
Distributions to limited partners | — | (325,926 | ) | — | (325,926 | ) | |||||||
Purchase of Class A common units from Premier LP | — | 247,742 | — | 247,742 | |||||||||
Purchase of Class B common units from PHSI | — | 30,072 | — | 30,072 | |||||||||
Contribution of PHSI common stock in connection with the IPO | — | 76,916 | — | 76,916 | |||||||||
Acquisition of noncontrolling interest from members | — | (131,000 | ) | (3 | ) | (131,003 | ) | ||||||
Net unrealized gain on marketable securities | — | — | 86 | 86 | |||||||||
Adjustment to redemption amount | — | 3,202,749 | — | 3,202,749 | |||||||||
31-Mar-14 | $ | (19,771 | ) | $ | 3,689,026 | $ | 70 | $ | 3,669,325 | ||||
The Company records redeemable limited partners' capital at the greater of the book value or redemption amount. The redemption amount is equal to the fair value of all Class B common units, as if immediately exchangeable into Class A common shares. | |||||||||||||
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 limited partners or non-interest bearing loans (contribution loans) provided to existing limited partners and 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. No interest bearing notes receivable were executed by limited partners of Premier LP during the nine months ended March 31, 2014. | |||||||||||||
During the nine months ended March 31, 2014, no limited partners withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's unvested Class B common units that are not eligible for exchange in the form of a five-year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to former limited partners are reflected in notes payable in the accompanying consolidated balance sheets. | |||||||||||||
Prior to the consummation of the Reorganization and IPO, Premier LP maintained a discretionary distribution policy in which semi-annual cash distributions were 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 during the three months ended 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. In addition, during the three months ended December 31, 2013, Premier LP distributed cash of $72.6 million to its limited partners. | |||||||||||||
Upon the consummation of the Reorganization and IPO, Premier LP amended its distribution policy in which cash distributions will be required, as long as taxable income is generated and cash is available to distribute, on a quarterly basis instead of a semi-annual basis due within 60 days of each calendar quarter-end. 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 made a quarterly distribution on February 27, 2014 to its limited partners of $17.4 million, equal to Premier LP's total taxable income for the three months ended December 31, 2013, multiplied by the effective combined federal, state and local income tax rate. | |||||||||||||
Premier LP will make a quarterly distribution, payable on or before May 30, 2014, equal to Premier LP's total taxable income for the three months ended March 31, 2014 multiplied by the effective combined federal, state and local income tax rate. The distribution payable attributable to limited partners of approximately $21.4 million at March 31, 2014 is reflected in limited partners' distribution payable in the accompanying consolidated balance sheet. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
STOCKHOLDERS' (DEFICIT) EQUITY | |
In connection with the IPO, the Company issued 32,374,751 shares of its Class A common stock, for par value, $0.01 per share. In connection with the Reorganization, the Company issued 112,607,832 shares of its Class B common stock, for par value, $0.000001 per share. | |
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) 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, 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, other than dividends payable in shares of Premier'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 | 9 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
EARNINGS PER SHARE | ' | |||||||||
EARNINGS (LOSS) PER SHARE | ||||||||||
Basic earnings per share of Premier is computed by dividing net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount by the weighted average number of shares of common stock outstanding for the period. Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount reflects the adjustment to net income attributable to shareholders for the adjustment recorded in the period to reflect redeemable limited partners' capital at the redemption amount, as a result of the benefit obtained by limited partners through the ownership of Class B common units. 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 non-vested 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 (loss) per share and diluted earnings(loss) per share (in thousands): | ||||||||||
Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||
2014 (d) | 2013 (e) | 2014 (f) | 2013 (e) | |||||||
Weighted average number of common shares used for basic earnings (loss) per share (a) | 32,375 | 5,757 | 23,394 | 5,921 | ||||||
Effect of potentially dilutive shares (b) | 181 | — | — | — | ||||||
Weighted average number of common shares and potential dilutive shares used for diluted earnings (loss) per share | 32,556 | 5,757 | 23,394 | 5,921 | ||||||
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 (loss) per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the three and nine months ended March 31, 2014. | ||||||||||
(b) | The effect of 99,945 restricted stock units for the nine months ended March 31, 2014 were excluded from the diluted weighted average shares outstanding due to the net loss sustained. 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. | |||||||||
(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's common stock during the period. | ||||||||||
(d) The weighted average shares calculations are based on the Premier, Inc. common shares outstanding for the three months ended March 31, 2014. | ||||||||||
(e) The weighted average shares calculations are based on the PHSI common shares outstanding for the three and nine months ended March 31, 2013. | ||||||||||
(f) The weighted average shares calculations are based on a combination of the PHSI historical common shares outstanding for the three months ended September 30, 2013 and the Premier, Inc. common shares outstanding for the period from September 25, 2013 to March 31, 2014. | ||||||||||
As a result of the consummation of the IPO and Reorganization, effective October 1, 2013, earnings (loss) per share is not comparable for all periods presented. In addition, the loss per share for the nine months ended March 31, 2014 may not be indicative of prospective earnings (loss) per share information. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||
STOCK-BASED COMPENSATION | ' | |||
STOCK-BASED COMPENSATION | ||||
Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. Pre-tax stock-based compensation expense was $6.3 million and $13.1 million, respectively, for the three and nine months ended March 31, 2014, with a resulting deferred tax benefit of $2.4 million and $5.0 million, respectively, calculated at a rate of 38%. At March 31, 2014, there was $52.5 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 2.25 years. There was no stock compensation expense for the three and nine months ended March 31, 2013. | ||||
Premier 2013 Equity Incentive Plan | ||||
The Premier 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 March 31, 2014, there were 7,658,526 shares available for grant under the 2013 Equity Incentive Plan. | ||||
Restricted Stock Units. On September 25, 2013, Premier granted 414,987 restricted stock units to certain executive level employees, 11,112 restricted stock units to non-employee directors and 282,800 restricted stock units to all non-executive level employees, with a grant date fair value of $27.00 per share. The employee restricted stock units vest in full on June 30, 2016 and the non-employee board of director restricted stock units vest in full on September 25, 2014. | ||||
During the nine months ended March 31, 2014, an additional 27,144 restricted stock units were granted to certain employees and 6,464 restricted stock units were granted to new non-employee directors, with an average grant date fair value of $32.95. | ||||
During the nine months ended March 31, 2014, 310 restricted stock units vested on a pro-rata basis related to qualifying terminations and 18,128 restricted stock units were forfeited. | ||||
Performance Share Awards. On September 25, 2013, Premier 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 June 30, 2016, either in part or in full, contingent upon the achievement of certain performance criteria. | ||||
During the nine months ended March 31, 2014, 1,760 performance share awards were forfeited. | ||||
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 or immediately upon an employee's termination with Premier, depending on the termination circumstances. On September 25, 2013, Premier granted 2,054,192 stock options, with an exercise price equal to the fair market value of a share of Premier'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 June 30, 2014. | ||||
During the nine months ended March 31, 2014, 4,357 stock options were forfeited. | ||||
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 | % | ||
Weighted average option grant date fair value | $ | 11.46 | ||
(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. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
GYNHA Services, Inc. ("GNYHA") converted from a non‑owner member to a member owner effective January 1, 2013. GNYHA owned approximately 12% of the outstanding partnership interests in Premier LP as of March 31, 2014. Net administrative fees revenue recorded with GNYHA was $26.3 million and $64.8 million for the three and nine months ended March 31, 2014, respectively. In addition, $0.1 million and $1.1 million were recorded during the three and nine months ended March 31, 2014, respectively, for services and support revenue. Receivables from GNYHA, included in due from related party in the accompanying consolidated balance sheets, were $0.6 million and $1.1 million as of March 31, 2014 and June 30, 2013, respectively. In addition, approximately $6.2 million of revenue share obligations in the accompanying consolidated balance sheets relate to revenue share obligations to GNYHA at March 31, 2014. | |
The Company's 50% ownership share of Innovatix's net income included in other income, net, in the accompanying consolidated statements of income is $3.6 million and $2.2 million for the three months ended March 31, 2014 and 2013, respectively and $12.2 million and $8.3 million for the nine months ended March 31, 2014 and 2013, 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 $8.6 million and $8.3 million for the three months ended March 31, 2014 and 2013, respectively and $25.3 million and $22.7 million for the nine months ended March 31, 2014 and 2013, respectively. At March 31, 2014 and June 30, 2013, the Company had revenue share obligations to Innovatix of $3.4 million and $2.8 million, respectively, in the accompanying consolidated balance sheets. | |
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 $1.3 million and $1.2 million from AEIX for the three months ended March 31, 2014 and 2013, respectively, and $3.6 million and $3.4 million for the nine months ended March 31, 2014 and 2013, respectively, and annual incentive management fees of $0.1 million and $0.0 million for the three months ended March 31, 2014 and 2013, respectively, and $0.4 million and $0.4 million for the nine months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 and June 30, 2013, $0.9 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 | 9 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
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. |
SUBSEQUENT_EVENTS_Notes
SUBSEQUENT EVENTS (Notes) | 9 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
On April 7, 2014, Premier acquired MEMdata, LLC ("MEMdata"), an equipment planning, sourcing and analytics business focused on capital equipment needs for existing medical facilities, as well as those under construction. The Company funded the acquisition with available cash on hand. The primary reason for the acquisition of MEMdata is to enhance Premier's ability to drive meaningful supply chain savings for its hospital and health system members in the high-cost areas of construction and capital equipment acquisitions. The terms of the acquisition were not material to the Company. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Recently Issued Accounting Standards | ' |
Basis of Presentation and Consolidation | ' |
The Company, through its wholly owned subsidiary, Premier Services, LLC ("Premier GP"), holds a 22% controlling general partner interest in and, as a result, consolidates the financial statements of Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' 78% 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. | |
After the completion of a series of transactions following the consummation of the initial public offering ("IPO"), referred to as the "Reorganization," Premier Healthcare Solutions, Inc. ("PHSI") became a consolidated subsidiary of the Company. PHSI is considered the predecessor of the Company for accounting purposes, and accordingly, PHSI's consolidated financial statements are the Company's historical financial statements, for periods prior to October 1, 2013. The historical consolidated financial statements of PHSI are reflected herein based on PHSI's historical ownership interests of Premier LP and its consolidated subsidiaries. | |
The accompanying consolidated 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 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 Company's final prospectus, dated September 25, 2013, filed with the SEC (the "Prospectus"). | |
Reclassification | ' |
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, stock-based compensation, payables under tax receivable agreements, 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. |
INITIAL_PUBLIC_OFFERING_AND_RE1
INITIAL PUBLIC OFFERING AND REORGANIZATION (Tables) | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Initial Public Offering and Reorganization [Abstract] | ' | ||||
Pro forma financial information for Reorganization and Initial Public Offering | ' | ||||
ollowing table presents the adjustments to the balance sheet upon the consummation of the IPO and Reorganization at October 1, 2013 (in thousands): | |||||
Assets | |||||
Cash and cash equivalents | $ | 277,814 | -1 | ||
Prepaid expenses and other current assets | (5,911 | ) | -2 | ||
Total current assets | 271,903 | ||||
Deferred tax assets | 282,972 | -3 | |||
Total assets | $ | 554,875 | |||
Liabilities, redeemable limited partners' capital and stockholders' deficit | |||||
Payable pursuant to tax receivable agreement | $ | 6,966 | -3 | ||
Total current liabilities | 6,966 | ||||
Payable pursuant to tax receivable agreement, less current portion | 179,111 | -3 | |||
Total liabilities | 186,077 | ||||
Redeemable limited partners' capital | 2,799,121 | -4 | |||
Stockholders' deficit: | |||||
Common stock, par value $0.01, 12,250,000 shares authorized; no shares outstanding | (56 | ) | -5 | ||
Class A common stock, par value $0.01, 500,000,000 shares authorized; 32,374,751 shares issued and outstanding | 324 | -5 | |||
Class B common stock, par value $0.000001, 600,000,000 shares authorized; 112,607,832 shares issued and outstanding | — | -5 | |||
Additional paid-in capital | (28,828 | ) | -6 | ||
Accumulated deficit | (2,401,766 | ) | -7 | ||
Accumulated other comprehensive income | 3 | -4 | |||
Total stockholders' deficit | (2,430,323 | ) | |||
Total liabilities, redeemable limited partners' capital and stockholders' deficit | $ | 554,875 | |||
-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, as follows (in thousands): | ||||
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 | ) | |||
Net cash proceeds from IPO | $ | 277,814 | |||
-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 increase (for tax purposes) the depreciation and amortization deductions by Premier LP, and therefore, reduce the amount of income tax that Premier would otherwise be required to pay in the future. In connection with the Reorganization and IPO, Premier 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 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 and franchise income tax that Premier 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 adjustments give effect to the Section 754 election and the tax receivable agreement based on the following assumptions: | ||||
• | The 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 effective income tax rate for Premier of approximately 39%, which includes a provision for U.S. federal income taxes and assumes (i) Premier's 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 earns sufficient taxable income in each year to realize the full tax benefit of the amortization of its assets. | ||||
• | Premier determined the adjustments in connection with the Section 754 election by first calculating the excess of each selling member owner's and PHSI's selling price over such person's share of Premier LP's tax basis in its assets attributable to the Class B common units sold to Premier. Premier then allocated the aggregate excess among Premier LP's assets following applicable tax regulations governing adjustments that result from the Section 754 election. Premier determined 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 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 was the number of Class B common units sold to Premier, and the denominator of which was the number of Class B common units held by the selling member owner immediately prior to the sale. For purposes of the calculation, the selling price per Class B common unit was equal to the net price paid per share of the Class A common stock by the underwriters to Premier in the IPO. The adjustments increased Premier LP's basis in its assets (for tax purposes), and Premier calculates the amount of depreciation, amortization and other deductions to which it is entitled as a result of these adjustments. Premier then calculates Premier's tax liability with and without the deductions attributable to these adjustments, assuming that Premier earns sufficient taxable income in each year to realize the full benefit of the deductions. Premier computed the estimated tax benefit attributable to the election as the excess of Premier's tax liability as so computed without the deductions over Premier's tax liability as so computed with the deductions. Additionally, the tax receivable agreement payments give rise to adjustments that result in Premier LP becoming entitled to additional deductions, and the calculation of Premier's liability under the tax receivable agreement 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'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 cumulative adjustments of $186.1 million, of which $7.0 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 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. | ||||
• | Deferred tax assets are measured based on the difference in tax basis of Premier's investment in Premier LP as compared to its GAAP carrying value and include the change in allocations in connection with the Reorganization. The adjustments related to Premier LP's Section 754 election described above are a component of Premier'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's Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier'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 consolidated financial statements. | |||||
-4 | 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 $30.1 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 $131.0 million to reflect the approximately 78% controlling interest held by the redeemable limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited 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 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 $2,575.5 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 $50.1 million, followed by an offsetting decrease in additional paid-in-capital of $173.7 million and with a final offsetting increase in accumulated deficit of $2,351.7 million. | |||||
-5 | 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. | ||||
-6 | Reflects the impact of the adjustments in notes (1), (2), (3), (4) and (5) above to additional paid-in capital: | ||||
• | an increase of $96.9 million due to an increase in deferred tax assets described in note (3) of $283.0 million offset by an increase in payables pursuant to the tax receivable agreement of $186.1 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 $5.9 million; | ||||
• | a decrease of $767.5 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 (4) 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 (4) above. | ||||
-7 | Reflects 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 (4) above. | ||||
In addition, 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. Historically, Premier LP did not generally have a contractual requirement to pay revenue share to member owners participating in its GPO programs, but paid semi-annual distributions of partnership income. | ||||
• | Premier records redeemable limited partners' capital at redemption value, which represents the greater of the book value or redemption amount per the LP Agreement, at the reporting date. | ||||
• | Premier 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. | ||||
• | Noncontrolling interest in Premier LP decreased from 99% to approximately 78%. |
SEGMENTS_Tables
SEGMENTS (Tables) | 9 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
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 March 31, 2014 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 108,087 | ||||||||||||
Other services and support | 197 | |||||||||||||
Services | 108,284 | |||||||||||||
Products | 58,692 | |||||||||||||
Total Supply Chain Services | 166,976 | $ | 91,477 | $ | 380 | $ | 1,098 | |||||||
Performance Services | 58,622 | 20,307 | 8,622 | 12,267 | ||||||||||
Corporate | — | (20,479 | ) | 1,196 | 458 | |||||||||
Total | $ | 225,598 | $ | 91,305 | $ | 10,198 | $ | 13,823 | ||||||
Three Months Ended March 31, 2013 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 134,335 | ||||||||||||
Other services and support | 421 | |||||||||||||
Services | 134,756 | |||||||||||||
Products | 37,160 | |||||||||||||
Total Supply Chain Services | 171,916 | $ | 112,389 | $ | 311 | $ | 740 | |||||||
Performance Services | 51,782 | 16,322 | 5,924 | 8,082 | ||||||||||
Corporate | — | (17,987 | ) | 939 | 42 | |||||||||
Total | $ | 223,698 | $ | 110,724 | $ | 7,174 | $ | 8,864 | ||||||
Net Revenue | Segment Adjusted EBITDA | Depreciation & Amortization Expense | Capital Expenditures | |||||||||||
Nine Months Ended March 31, 2014 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 353,793 | ||||||||||||
Other services and support | 504 | |||||||||||||
Services | 354,297 | |||||||||||||
Products | 151,022 | |||||||||||||
Total Supply Chain Services | 505,319 | $ | 302,076 | $ | 1,087 | $ | 1,901 | |||||||
Performance Services | 169,764 | 54,367 | 24,414 | 37,344 | ||||||||||
Corporate | — | (57,399 | ) | 3,609 | 597 | |||||||||
Total | $ | 675,083 | $ | 299,044 | $ | 29,110 | $ | 39,842 | ||||||
Nine Months Ended March 31, 2013 | ||||||||||||||
Supply Chain Services: | ||||||||||||||
Net administrative fees | $ | 372,454 | ||||||||||||
Other services and support | 515 | |||||||||||||
Services | 372,969 | |||||||||||||
Products | 105,250 | |||||||||||||
Total Supply Chain Services | 478,219 | $ | 309,745 | $ | 929 | $ | 1,130 | |||||||
Performance Services | 150,470 | 42,055 | 17,145 | 26,547 | ||||||||||
Corporate | — | (50,567 | ) | 2,878 | 222 | |||||||||
Total | $ | 628,689 | $ | 301,233 | $ | 20,952 | $ | 27,899 | ||||||
The following table presents total assets (in thousands) as utilized by the Company's chief operating decision maker. | ||||||||||||||
Total Assets | ||||||||||||||
March 31, 2014 | ||||||||||||||
Supply Chain Services | $ | 351,653 | ||||||||||||
Performance Services | 254,161 | |||||||||||||
Corporate | 594,057 | |||||||||||||
Total | $ | 1,199,871 | ||||||||||||
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 March 31, | Nine Months Ended March 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Segment Adjusted EBITDA | $ | 91,305 | $ | 110,724 | $ | 299,044 | $ | 301,233 | ||||||
Depreciation and amortization | (9,396 | ) | (6,789 | ) | (26,952 | ) | (19,798 | ) | ||||||
Amortization of purchased intangible assets | (802 | ) | (385 | ) | (2,158 | ) | (1,154 | ) | ||||||
Merger and acquisition related expenses (a) | (984 | ) | — | (1,303 | ) | — | ||||||||
Strategic and financial restructuring expenses (b) | (733 | ) | (1,429 | ) | (3,614 | ) | (3,347 | ) | ||||||
Stock-based compensation expense | (6,299 | ) | — | (13,118 | ) | — | ||||||||
Equity in net income of unconsolidated affiliates (c) | (3,566 | ) | (2,155 | ) | (12,171 | ) | (8,332 | ) | ||||||
Operating income | $ | 69,525 | $ | 99,966 | $ | 239,728 | $ | 268,602 | ||||||
(a) | Represents legal, accounting and other expenses related to acquisition activities. | |||||||||||||
(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) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Meddius | ' | |||
Business Acquisition [Line Items] | ' | |||
Schedule of the Purchase Price of Assets Acquired and Liabilites Assumed | ' | |||
The allocation of the preliminary purchase price to the assets acquired and liabilities assumed based on their fair values, is as follows (in thousands): | ||||
Net tangible assets acquired | $ | 231 | ||
Intangible assets acquired | 2,165 | |||
Goodwill | 5,711 | |||
Total | $ | 8,107 | ||
SYMMEDRx | ' | |||
Business Acquisition [Line Items] | ' | |||
Schedule of the Purchase Price of Assets Acquired and Liabilites Assumed | ' | |||
The allocation of the preliminary purchase price to the assets acquired and liabilities assumed based on their fair values is as follows (in thousands): | ||||
Net tangible liabilities assumed | $ | (7 | ) | |
Intangible assets acquired | 5,571 | |||
Goodwill | 23,164 | |||
Total | $ | 28,728 | ||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
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 | — | 23,164 | 23,164 | |||||||
Meddius acquisition | — | 5,711 | 5,711 | |||||||
Balance at March 31, 2014 | $ | 31,765 | $ | 58,520 | $ | 90,285 | ||||
Schedule of Intangible Assets | ' | |||||||||
Intangible assets, net consist of the following (in thousands): | ||||||||||
Weighted Average Useful Life | 31-Mar-14 | 30-Jun-13 | ||||||||
Identifiable intangible assets acquired: | ||||||||||
Technology | 5.0 years | $ | 18,836 | $ | 11,570 | |||||
Member relationships | 8.7 years | 6,520 | 6,260 | |||||||
Trade names | 5.0 years | 3,910 | 3,700 | |||||||
5.8 years | 29,266 | 21,530 | ||||||||
Accumulated amortization | (19,396 | ) | (17,238 | ) | ||||||
Total identifiable intangible assets acquired, net | $ | 9,870 | $ | 4,292 | ||||||
Schedule of Future Amortization Expense | ' | |||||||||
The estimated future amortization expense of intangible assets is as follows: | ||||||||||
Twelve Months Ending March 31, | ||||||||||
2015 | $ | 3,179 | ||||||||
2016 | 2,599 | |||||||||
2017 | 1,990 | |||||||||
2018 | 1,495 | |||||||||
2019 | 607 | |||||||||
Total amortization expense | $ | 9,870 | ||||||||
Schedule of Intangible Assets by Segment | ' | |||||||||
The net carrying value of intangible assets by segment is as follows (in thousands): | ||||||||||
31-Mar-14 | 30-Jun-13 | |||||||||
Supply Chain Services | $ | 1,653 | $ | 2,436 | ||||||
Performance Services | 8,217 | 1,856 | ||||||||
Total | $ | 9,870 | $ | 4,292 | ||||||
LINES_OF_CREDIT_LINES_OF_CREDI
LINES OF CREDIT LINES OF CREDIT (Tables) (Line of Credit) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Line of Credit | ' | |||
Line of Credit Facility [Line Items] | ' | |||
Schedule of Principal Payments of the Line of Credit | ' | |||
Principal payments of the S2S Global line of credit are as follows (in thousands): | ||||
Twelve Months Ending March 31, | ||||
2015 | $ | 13,708 | ||
Total principal payments | $ | 13,708 | ||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Schedule of Principal Payments of Notes Payable | ' | |||
Principal payments of notes payable are as follows (in thousands): | ||||
Twelve Months Ending March 31, | ||||
2015 | $ | 5,260 | ||
2016 | 4,326 | |||
2017 | 4,646 | |||
2018 | 8,138 | |||
2019 | 1,426 | |||
Thereafter | 254 | |||
Total principal payments | $ | 24,050 | ||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
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) | |||||||||
March 31, 2014 | |||||||||||||
Cash equivalents | $ | 72,129 | $ | 72,129 | $ | — | $ | — | |||||
Corporate debt securities | 355,339 | — | 355,339 | — | |||||||||
Deferred compensation plan assets | 30,625 | 30,625 | — | — | |||||||||
Total assets | $ | 458,093 | $ | 102,754 | $ | 355,339 | $ | — | |||||
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) | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||
Schedule of Marketable Securities, Classified as 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 | ||||||||||
March 31, 2014 | |||||||||||||
Corporate debt securities | $ | 355,248 | $ | 137 | $ | (46 | ) | $ | 355,339 | ||||
June 30, 2013 | |||||||||||||
Corporate debt securities | $ | 57,336 | $ | 12 | $ | (25 | ) | $ | 57,323 | ||||
REDEEMABLE_LIMITED_PARTNERS_CA1
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Temporary Equity Disclosure [Abstract] | ' | ||||||||||||
Changes in Redeemable Limited Partners' Capital | ' | ||||||||||||
The table below shows the changes in the redeemable limited partners' capital classified as temporary equity from June 30, 2013 to March 31, 2014 (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 | — | — | ||||||||
Receipts on receivables from limited partners | 12,706 | — | — | 12,706 | |||||||||
Distributions and reductions applied to receivables from limited partners | 31,954 | (28,009 | ) | — | 3,945 | ||||||||
Repurchase of redeemable limited partnership interest | — | (1,652 | ) | — | (1,652 | ) | |||||||
Net income attributable to Premier LP | — | 246,055 | — | 246,055 | |||||||||
Distributions to limited partners | — | (325,926 | ) | — | (325,926 | ) | |||||||
Purchase of Class A common units from Premier LP | — | 247,742 | — | 247,742 | |||||||||
Purchase of Class B common units from PHSI | — | 30,072 | — | 30,072 | |||||||||
Contribution of PHSI common stock in connection with the IPO | — | 76,916 | — | 76,916 | |||||||||
Acquisition of noncontrolling interest from members | — | (131,000 | ) | (3 | ) | (131,003 | ) | ||||||
Net unrealized gain on marketable securities | — | — | 86 | 86 | |||||||||
Adjustment to redemption amount | — | 3,202,749 | — | 3,202,749 | |||||||||
31-Mar-14 | $ | (19,771 | ) | $ | 3,689,026 | $ | 70 | $ | 3,669,325 | ||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Reconciliation of common shares used for basic earnings per share and diluted earnings per share | ' | |||||||||
The following table provides a reconciliation of common shares used for basic earnings (loss) per share and diluted earnings(loss) per share (in thousands): | ||||||||||
Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||
2014 (d) | 2013 (e) | 2014 (f) | 2013 (e) | |||||||
Weighted average number of common shares used for basic earnings (loss) per share (a) | 32,375 | 5,757 | 23,394 | 5,921 | ||||||
Effect of potentially dilutive shares (b) | 181 | — | — | — | ||||||
Weighted average number of common shares and potential dilutive shares used for diluted earnings (loss) per share | 32,556 | 5,757 | 23,394 | 5,921 | ||||||
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 (loss) per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the three and nine months ended March 31, 2014. | ||||||||||
(b) | The effect of 99,945 restricted stock units for the nine months ended March 31, 2014 were excluded from the diluted weighted average shares outstanding due to the net loss sustained. 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. | |||||||||
(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's common stock during the period. | ||||||||||
(d) The weighted average shares calculations are based on the Premier, Inc. common shares outstanding for the three months ended March 31, 2014. | ||||||||||
(e) The weighted average shares calculations are based on the PHSI common shares outstanding for the three and nine months ended March 31, 2013. | ||||||||||
(f) The weighted average shares calculations are based on a combination of the PHSI historical common shares outstanding for the three months ended September 30, 2013 and the Premier, Inc. common shares outstanding for the period from September 25, 2013 to March 31, 2014. | ||||||||||
As a result of the consummation of the IPO and Reorganization, effective October 1, 2013, earnings (loss) per share is not comparable for all periods presented. In addition, the loss per share for the nine months ended March 31, 2014 may not be indicative of prospective earnings (loss) per share information. |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
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 | % | ||
Weighted average option grant date fair value | $ | 11.46 | ||
(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. |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Details) | 0 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
segment | |||
Schedule of Organization [Line Items] | ' | ' | ' |
Limited partnership, limited partners ownership percentage | 99.00% | 78.00% | ' |
Number of reportable segments | ' | ' | 2 |
Premier LP | ' | ' | ' |
Schedule of Organization [Line Items] | ' | ' | ' |
Limited partnership, general partner ownership percentage | ' | ' | 22.00% |
Limited partnership, limited partners ownership percentage | ' | ' | 78.00% |
INITIAL_PUBLIC_OFFERING_AND_RE2
INITIAL PUBLIC OFFERING AND REORGANIZATION - Initial Public Offering (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Oct. 02, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 |
Class A Common Stock | Class A Common Stock | Premier LP | Class B Common Units | Class B Common Units | Class A Common Units | ||||
Class A Common Stock | Premier Healthcare Solutions, Inc. | Member Owners | Premier LP | ||||||
Initial Public Offering [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | ' | ' | ' | 32,374,751 | 32,374,751 | ' | ' | ' | ' |
Common stock issued, price per share | ' | ' | ' | $27 | $27 | ' | ' | ' | ' |
Proceeds from issuance initial public offering, net of expenses | ' | $821,671 | $0 | $821,700 | ' | ' | ' | ' | ' |
Common Limited Partners units acquired | ' | ' | ' | ' | ' | ' | 1,184,882 | 21,428,571 | 9,761,298 |
Payments to acquire common units from member owners | $543,857 | $543,857 | $0 | ' | ' | $247,700 | $30,100 | $543,900 | $247,700 |
INITIAL_PUBLIC_OFFERING_AND_RE3
INITIAL PUBLIC OFFERING AND REORGANIZATION - Reorganization (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
Oct. 02, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Mar. 31, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | |
Member Owners | Member Owners | Two Largest GPO Member Owners | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Maximum | Administrative Fee Revenue | |||||
Member Owners | Class A Common Stock | Two Largest GPO Member Owners | |||||||||||||||
Member Owners | |||||||||||||||||
Reorganization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.00% |
Common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,607,832 | 32,374,751 | 32,374,751 | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | $0.01 | ' | $0.01 | $0.01 | ' | ' |
Limited partnership, limited partners ownership percentage | ' | 99.00% | 78.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' |
Probabtion period for company-directed underwritten public offering | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of tax receivable agreement | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of realized income and franchise tax cash savings, percent | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue share of gross administrative fees collected, percent | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GPO participation agreements, term | '5 years | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INITIAL_PUBLIC_OFFERING_AND_RE4
INITIAL PUBLIC OFFERING AND REORGANIZATION - Effects of the Reorganization (Details) | Mar. 31, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 |
Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Units | Premier LP | ||||
Member Owners | Member Owners | Member Owners | Class A Common Units | ||||||||||
Premier GP | |||||||||||||
Reorganization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 0 | 0 | 5,653,390 | 32,374,751 | 32,374,942 | 0 | 112,607,832 | 112,607,832 | 0 | 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% | ' | ' | ' |
INITIAL_PUBLIC_OFFERING_AND_RE5
INITIAL PUBLIC OFFERING AND REORGANIZATION - Impact of the Reorganization (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||
Oct. 02, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Oct. 02, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | ||||
Offset Adjustment | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Member Owners | Member Owners | Member Owners | Member Owners | Premier LP | Premier LP | Premier LP | Premier LP | Premier LP | Premier LP | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Subsidiaries | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | ||||||||||
Class B Common Stock | Class B Common Stock | Prior to Reorganization and IPO | Prior to Reorganization and IPO | Subsequent to Reorganization and IPO | Subsequent to Reorganization and IPO | Class A Common Stock | Class B Common Stock | Prior to Reorganization and IPO | Class A Common Stock | Member Owners | |||||||||||||||||||||||
Reorganization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued | ' | ' | ' | ' | ' | ' | ' | 32,374,751 | 32,374,751 | ' | ' | ' | ' | ' | ' | ' | 112,607,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Voting power as a percent | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | 22.00% | ' | ' | ' | ' | ' | ' | 78.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued, price per share | ' | ' | ' | ' | ' | ' | ' | $27 | $27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.00% | 99.00% | 78.00% | 78.00% | ' | ' | ' | ' | ' | ' | ' | |||
Percent change in allocation of income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | |||
Allocation of investment income percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | |||
Percent of common units owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payment of realized income and franchise tax cash savings, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash and cash equivalents | $277,814,000 | [1] | $152,040,000 | $152,040,000 | $117,250,000 | $198,296,000 | $140,822,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Prepaid expenses and other current assets | -5,911,000 | [2] | -22,974,000 | -22,974,000 | ' | -25,466,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total current assets | 271,903,000 | 395,005,000 | 395,005,000 | ' | 366,041,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Deferred tax assets | 282,972,000 | [3] | 292,303,000 | 292,303,000 | ' | 15,077,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total assets | 554,875,000 | 1,199,871,000 | 1,199,871,000 | ' | 598,916,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Liabilities, redeemable limited partners' capital and stockholders' deficit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payable pursuant to tax receivable agreement | 6,966,000 | [3] | 6,966,000 | 6,966,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total current liabilities | 6,966,000 | 227,716,000 | 227,716,000 | ' | 145,148,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payable pursuant to tax receivable agreement, less current portion | 179,111,000 | [3] | 179,111,000 | 179,111,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total liabilities | 186,077,000 | 477,743,000 | 477,743,000 | ' | 213,513,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Redeemable limited partners' capital | 2,799,121,000 | [4] | 3,669,325,000 | 3,669,325,000 | ' | 307,635,000 | ' | 131,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stockholders' deficit: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock | -56,000 | [5] | 0 | 0 | ' | 57,000 | ' | ' | 324,000 | [5] | ' | 324,000 | 0 | 0 | 0 | [5] | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' |
Additional paid-in capital | -28,828,000 | [6] | 0 | 0 | ' | 28,866,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accumulated deficit | -2,401,766,000 | [7] | -2,946,265,000 | -2,946,265,000 | ' | 50,599,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accumulated other comprehensive income | 3,000 | [4] | 21,000 | 21,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total stockholders' (deficit) equity | -2,430,323,000 | -2,947,197,000 | -2,947,197,000 | ' | 77,768,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 554,875,000 | 1,199,871,000 | 1,199,871,000 | ' | 598,916,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Schedule of Impact of Consummation of IPO and Reorganization Parenthetical | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, par value | $0.01 | $0.01 | $0.01 | ' | $0.01 | ' | ' | $0.01 | ' | $0.01 | $0.01 | $0.00 | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, shares authorized | 12,250,000 | 12,250,000 | 12,250,000 | ' | 12,250,000 | ' | ' | 500,000,000 | ' | 500,000,000 | 500,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, shares issued | 0 | 0 | 0 | ' | 5,653,390 | ' | ' | 32,374,751 | ' | 32,374,942 | 0 | 112,607,832 | 112,607,832 | 0 | ' | ' | 112,607,832 | 112,607,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, shares outstanding | 0 | 0 | 0 | ' | 5,653,390 | ' | ' | 32,374,751 | ' | 32,374,942 | 0 | 112,607,832 | 112,607,832 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cumulative adjustment related to tax receivable agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 186,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 186,100,000 | |||
Current amount payable of tax receivable agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payments to acquire common units from member owners | 543,857,000 | ' | 543,857,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 247,700,000 | ' | 30,100,000 | ' | ' | ' | ' | |||
Proceeds from issuance initial public offering, net of expenses | ' | ' | 821,671,000 | 0 | ' | ' | ' | 821,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 821,700,000 | ' | ' | |||
PHSI common stock contributed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,900,000 | ' | ' | ' | ' | ' | |||
Adjustment of redeemable limited partners' capital to redemption amount | 2,575,500,000 | ' | -3,202,749,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Offsetting decrease in retained earnings | 50,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Offsetting decrease in additional paid-in-capital | 173,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Final offsetting increase in accumulated deficit | 2,351,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Increase in deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96,900,000 | ' | 283,000,000 | |||
Prepaid offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,900,000 | ' | ' | |||
Difference between consideration paid to acquire Class A and Class B common units and adjustment to carrying value of noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 767,500,000 | ' | ' | |||
Revenue share of gross administrative fees collected, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Gross proceeds from the IPO | 874,118,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Underwriting discounts, commissions and other expenses | 52,447,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net cash proceeds from IPO | $277,814,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Estimated effective income tax rate | 39.00% | 38.00% | 39.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[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, as follows (in thousands): Gross proceeds from the IPO$874,118Underwriting discounts, commissions and other expenses(52,447)Purchases of Class B common units from the member owners(543,857)Net cash proceeds from IPO$277,814 | ||||||||||||||||||||||||||||||||
[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 increase (for tax purposes) the depreciation and amortization deductions by Premier LP, and therefore, reduce the amount of income tax that Premier would otherwise be required to pay in the future. In connection with the Reorganization and IPO, Premier 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 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 and franchise income tax that Premier 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 adjustments give effect to the Section 754 election and the tax receivable agreement based on the following assumptions: b"The 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 effective income tax rate for Premier of approximately 39%, which includes a provision for U.S. federal income taxes and assumes (i) Premier's 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 earns sufficient taxable income in each year to realize the full tax benefit of the amortization of its assets. b"Premier determined the adjustments in connection with the Section 754 election by first calculating the excess of each selling member owner's and PHSI's selling price over such person's share of Premier LP's tax basis in its assets attributable to the Class B common units sold to Premier. Premier then allocated the aggregate excess among Premier LP's assets following applicable tax regulations governing adjustments that result from the Section 754 election. Premier determined 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 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 was the number of Class B common units sold to Premier, and the denominator of which was the number of Class B common units held by the selling member owner immediately prior to the sale. For purposes of the calculation, the selling price per Class B common unit was equal to the net price paid per share of the Class A common stock by the underwriters to Premier in the IPO. The adjustments increased Premier LP's basis in its assets (for tax purposes), and Premier calculates the amount of depreciation, amortization and other deductions to which it is entitled as a result of these adjustments. Premier then calculates Premier's tax liability with and without the deductions attributable to these adjustments, assuming that Premier earns sufficient taxable income in each year to realize the full benefit of the deductions. Premier computed the estimated tax benefit attributable to the election as the excess of Premier's tax liability as so computed without the deductions over Premier's tax liability as so computed with the deductions. Additionally, the tax receivable agreement payments give rise to adjustments that result in Premier LP becoming entitled to additional deductions, and the calculation of Premier's liability under the tax receivable agreement 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'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 cumulative adjustments of $186.1 million, of which $7.0 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 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"Deferred tax assets are measured based on the difference in tax basis of Premier's investment in Premier LP as compared to its GAAP carrying value and include the change in allocations in connection with the Reorganization. The adjustments related to Premier LP's Section 754 election described above are a component of Premier'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's Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier'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 consolidated financial statements. | ||||||||||||||||||||||||||||||||
[4] | 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 $30.1 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 $131.0 million to reflect the approximately 78% controlling interest held by the redeemable limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited 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 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%. | ||||||||||||||||||||||||||||||||
[5] | 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. | ||||||||||||||||||||||||||||||||
[6] | Reflects the impact of the adjustments in notes (1), (2), (3), (4) and (5) above to additional paid-in capital: b"an increase of $96.9 million due to an increase in deferred tax assets described in note (3) of $283.0 million offset by an increase in payables pursuant to the tax receivable agreement of $186.1 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 $5.9 million; b"a decrease of $767.5 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 (4) above; andb"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 (4) above. | ||||||||||||||||||||||||||||||||
[7] | Reflects 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 (4) above. |
SEGMENTS_Schedule_of_Adjusted_
SEGMENTS (Schedule of Adjusted EBITDA and Other Income Statement Information and Total Assets by Segment) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 02, 2013 | Jun. 30, 2013 |
segment | ||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net administrative fees | $108,087 | $134,335 | $353,793 | $372,454 | ' | ' |
Other services and support | 58,819 | 52,203 | 170,268 | 150,985 | ' | ' |
Services | 166,906 | 186,538 | 524,061 | 523,439 | ' | ' |
Products | 58,692 | 37,160 | 151,022 | 105,250 | ' | ' |
Net revenue | 225,598 | 223,698 | 675,083 | 628,689 | ' | ' |
Segment Adjusted EBITDA | 91,305 | 110,724 | 299,044 | 301,233 | ' | ' |
Depreciation and amortization | 10,198 | 7,174 | 29,110 | 20,952 | ' | ' |
Capital Expenditures | 13,823 | 8,864 | 39,842 | 27,899 | ' | ' |
Assets | 1,199,871 | ' | 1,199,871 | ' | 554,875 | 598,916 |
Number of reportable segments | ' | ' | 2 | ' | ' | ' |
Operating Segments | Supply Chain Services | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net administrative fees | 108,087 | 134,335 | 353,793 | 372,454 | ' | ' |
Other services and support | 197 | 421 | 504 | 515 | ' | ' |
Services | 108,284 | 134,756 | 354,297 | 372,969 | ' | ' |
Products | 58,692 | 37,160 | 151,022 | 105,250 | ' | ' |
Net revenue | 166,976 | 171,916 | 505,319 | 478,219 | ' | ' |
Segment Adjusted EBITDA | 91,477 | 112,389 | 302,076 | 309,745 | ' | ' |
Depreciation and amortization | 380 | 311 | 1,087 | 929 | ' | ' |
Capital Expenditures | 1,098 | 740 | 1,901 | 1,130 | ' | ' |
Assets | 351,653 | ' | 351,653 | ' | ' | 332,261 |
Operating Segments | Performance Services | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 58,622 | 51,782 | 169,764 | 150,470 | ' | ' |
Segment Adjusted EBITDA | 20,307 | 16,322 | 54,367 | 42,055 | ' | ' |
Depreciation and amortization | 8,622 | 5,924 | 24,414 | 17,145 | ' | ' |
Capital Expenditures | 12,267 | 8,082 | 37,344 | 26,547 | ' | ' |
Assets | 254,161 | ' | 254,161 | ' | ' | 194,414 |
Corporate | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 0 | 0 | 0 | 0 | ' | ' |
Segment Adjusted EBITDA | -20,479 | -17,987 | -57,399 | -50,567 | ' | ' |
Depreciation and amortization | 1,196 | 939 | 3,609 | 2,878 | ' | ' |
Capital Expenditures | 458 | 42 | 597 | 222 | ' | ' |
Assets | $594,057 | ' | $594,057 | ' | ' | $72,241 |
SEGMENTS_Reconciliation_of_Seg
SEGMENTS (Reconciliation of Segment Adjusted EBITDA to Operating Income) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | ||||
Innovatix | Innovatix | Supply Chain Services | |||||||||
Innovatix | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ||||
Equity method investment, ownership percentage | ' | ' | ' | ' | 50.00% | 50.00% | 50.00% | ||||
Segment Adjusted EBITDA | $91,305 | $110,724 | $299,044 | $301,233 | ' | ' | ' | ||||
Depreciation and amortization | -9,396 | -6,789 | -26,952 | -19,798 | ' | ' | ' | ||||
Amortization of purchased intangible assets | -802 | -385 | -2,158 | -1,154 | ' | ' | ' | ||||
Merger and acquisition related expenses | -984 | [1] | 0 | [1] | -1,303 | [1] | 0 | [1] | ' | ' | ' |
Strategic and financial restructuring expenses | -733 | [2] | -1,429 | [2] | -3,614 | [2] | -3,347 | [2] | ' | ' | ' |
Allocated Share-based Compensation Expense | -6,299 | 0 | -13,118 | 0 | ' | ' | ' | ||||
Equity in net income of unconsolidated affiliates | -3,566 | [3] | -2,155 | [3] | -12,171 | [3] | -8,332 | [3] | ' | ' | ' |
Operating income | $69,525 | $99,966 | $239,728 | $268,602 | ' | ' | ' | ||||
[1] | Represents legal, accounting and other expenses related to acquisition activities. | ||||||||||
[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) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Oct. 31, 2013 | Jul. 19, 2013 |
Meddius | SYMMEDRx | |||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition price | ' | ' | $8,100,000 | $28,700,000 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' |
Net tangible assets acquired | ' | ' | 231,000 | ' |
Net tangible liabilities assumed | ' | ' | ' | -7,000 |
Intangible assets acquired | ' | ' | 2,165,000 | 5,571,000 |
Goodwill | 90,285,000 | 61,410,000 | 5,711,000 | 23,164,000 |
Total | ' | ' | $8,107,000 | $28,728,000 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jul. 19, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Oct. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Supply Chain Services | Supply Chain Services | Performance Services | Performance Services | SYMMEDRx | SYMMEDRx | SYMMEDRx | SYMMEDRx | Meddius | Meddius | Meddius | Meddius | ||
Supply Chain Services | Performance Services | Supply Chain Services | Performance Services | |||||||||||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning of the period | $90,285 | $61,410 | $31,765 | $31,765 | $58,520 | $29,645 | ' | $23,164 | ' | ' | ' | $5,711 | ' | ' |
Acquisition | ' | ' | ' | ' | ' | ' | 23,164 | ' | 0 | 23,164 | 5,711 | ' | 0 | 5,711 |
End of the period | $90,285 | $61,410 | $31,765 | $31,765 | $58,520 | $29,645 | ' | $23,164 | ' | ' | ' | $5,711 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted average useful life of intangible assets | ' | ' | '5 years 9 months 9 days | ' | ' |
Intangible Assets, Gross | $29,266 | ' | $29,266 | ' | $21,530 |
Accumulated amortization | -19,396 | ' | -19,396 | ' | -17,238 |
Intangible Assets, Net | 9,870 | ' | 9,870 | ' | 4,292 |
Amortization of Intangible Assets | 802 | 385 | 2,158 | 1,154 | ' |
Technology | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted average useful life of intangible assets | ' | ' | '5 years 0 months | ' | ' |
Intangible Assets, Gross | 18,836 | ' | 18,836 | ' | 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 | ' | 6,520 | ' | 6,260 |
Trade names | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted average useful life of intangible assets | ' | ' | '5 years 0 months | ' | ' |
Intangible Assets, Gross | $3,910 | ' | $3,910 | ' | $3,700 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Future Amortization (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Estimated future amortization expense of intangible assets | ' | ' |
2014 | $3,179 | ' |
2015 | 2,599 | ' |
2016 | 1,990 | ' |
2017 | 1,495 | ' |
2018 | 607 | ' |
Intangible Assets, Net | $9,870 | $4,292 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS, NET - Net Carrying Value of Intangible Assets by Segment (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | $9,870 | $4,292 |
Supply Chain Services | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | 1,653 | 2,436 |
Performance Services | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | $8,217 | $1,856 |
LINES_OF_CREDIT_Details
LINES OF CREDIT (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Oct. 18, 2013 | Oct. 11, 2013 | Dec. 16, 2011 | Sep. 30, 2013 | Jul. 31, 2013 | Nov. 30, 2012 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 16, 2011 | Dec. 16, 2011 | Aug. 17, 2012 | Aug. 17, 2012 | Mar. 31, 2014 | 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 | 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 | 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 senior secured line of credit | 60,000,000 | 10,000,000 | ' | ' | ' | 30,000,000 | 30,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Lines of Credit | 60,000,000 | 10,000,000 | 30,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | $13,700,000 | ' | $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) (Line of Credit, USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Line of Credit | ' |
Line of Credit, Fiscal Year Maturity [Abstract] | ' |
2014 | $13,708 |
Total principal payments | $13,708 |
NOTES_PAYABLE_Narrative_Detail
NOTES PAYABLE (Narrative) (Details) (Notes Payable, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2011 | Mar. 31, 2014 | Jun. 30, 2013 |
Insatllments | |||
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | $24,050 | ' |
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 | ' | 20,600 | 23,400 |
Current Portion of Notes Payable | Member Owners | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | 2,000 | 4,200 |
Notes Payable, Less Current Portion | Member Owners | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | ' | $18,600 | $19,200 |
NOTES_PAYABLE_Principal_Paymen
NOTES PAYABLE - Principal Payments of Notes Payable (Details) (Notes Payable, USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Notes Payable | ' |
Notes Payable, Fiscal Year Maturity [Abstract] | ' |
2014 | $5,260 |
2015 | 4,326 |
2016 | 4,646 |
2017 | 8,138 |
2018 | 1,426 |
Thereafter | 254 |
Total principal payments | $24,050 |
FAIR_VALUE_MEASUREMENTS_Schedu
FAIR VALUE MEASUREMENTS (Schedule of Assets at Fair Value on a Recurring Basis) (Details) (Recurring, USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | $72,129 | $170,510 |
Corporate debt securities | 355,339 | 57,323 |
Deferred compensation plan assets | 30,625 | 24,489 |
Total assets | 458,093 | 252,322 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | 72,129 | 170,510 |
Corporate debt securities | 0 | 0 |
Deferred compensation plan assets | 30,625 | 24,489 |
Total assets | 102,754 | 194,999 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Cash equivalents | 0 | 0 |
Corporate debt securities | 355,339 | 57,323 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 355,339 | 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 $) | Mar. 31, 2014 | Jun. 30, 2013 |
Recurring | Fair Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | $30,625,000 | $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 | 300,000 | 400,000 |
Recurring | Fair Value | Other Assets | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | 30,300,000 | 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 | $800,000 | $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 $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Corporate debt securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | $355,248 | $57,336 |
Gross Unrealized Gains | 137 | 12 |
Gross Unrealized Losses | -46 | -25 |
Fair Market Value | $355,339 | $57,323 |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | 0 Months Ended | ||
Jan. 23, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | |
Innovatix | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' |
Equity method investment, ownership percentage | ' | 50.00% | 50.00% |
Investments | ' | $7,100,000 | $5,700,000 |
PRx | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' |
Equity method investment, ownership percentage | ' | 10.00% | 14.00% |
Investments | ' | 0 | 0 |
GHx | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' |
Equity method investment, ownership percentage | ' | 13.00% | 13.00% |
Investments | ' | 0 | 0 |
Proceeds from Sale of Equity Method Investments | 37,900,000 | ' | ' |
Scenario, Forecast [Member] | GHx | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' |
Additional Proceeds from Sale of Equity Method Investments | $543,000 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 02, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income tax expense | $9,413,000 | $1,255,000 | $24,461,000 | $5,938,000 | ' |
Effective tax rate (percent) | 8.50% | 1.20% | 8.40% | 2.10% | ' |
Federal statutory rate (percent) | 35.00% | 35.00% | 35.00% | 35.00% | ' |
Deferred tax assets | ' | ' | ' | ' | 283,000,000 |
Tax receivable agreement liabilities | ' | ' | ' | ' | $186,100,000 |
Tax savings company will receive | ' | ' | ' | ' | 85.00% |
REDEEMABLE_LIMITED_PARTNERS_CA2
REDEEMABLE LIMITED PARTNERS' CAPITAL (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 02, 2013 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Redeemable limited partners' capital, beginning balance | ' | $307,635 | ' | ' | $307,635 | ' | $2,799,121 | [1] |
Issuance of redeemable limited partnership interest for notes receivable | ' | ' | ' | ' | 7,860 | 45,960 | ' | |
Distributions to limited partners | ' | -208,300 | ' | -72,600 | 298,388 | 314,907 | ' | |
Contribution of PHSI common stock in connection with the IPO | ' | ' | ' | ' | 76,916 | ' | ' | |
Adjustment to redemption amount | 517,063 | ' | 0 | ' | -3,202,749 | 0 | ' | |
Redeemable limited partners' capital, ending balance | 3,669,325 | ' | ' | 3,669,325 | 3,669,325 | ' | 2,799,121 | [1] |
Limited Partner | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Redeemable limited partners' capital, beginning balance | ' | 307,635 | ' | ' | 307,635 | ' | ' | |
Issuance of redeemable limited partnership interest for notes receivable | ' | ' | ' | ' | 0 | ' | ' | |
Receipts on receivables from limited partners | ' | ' | ' | ' | 12,706 | ' | ' | |
Distributions and reductions applied to receivables from limited partners | ' | ' | ' | ' | 3,945 | ' | ' | |
Repurchase of redeemable limited partnership interest | ' | ' | ' | ' | -1,652 | ' | ' | |
Net income attributable to Premier LP | ' | ' | ' | ' | 246,055 | ' | ' | |
Distributions to limited partners | -17,400 | -214,500 | ' | ' | -325,926 | ' | ' | |
Contribution of PHSI common stock in connection with the IPO | ' | ' | ' | ' | 76,916 | ' | ' | |
Acquisition of noncontrolling interest from members | ' | ' | ' | ' | -131,003 | ' | ' | |
Net unrealized gain on marketable securities | ' | ' | ' | ' | 86 | ' | ' | |
Adjustment to redemption amount | ' | ' | ' | ' | 3,202,749 | ' | ' | |
Redeemable limited partners' capital, ending balance | 3,669,325 | ' | ' | 3,669,325 | 3,669,325 | ' | ' | |
Limited Partner | Receivables From Limited Partners | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Redeemable limited partners' capital, beginning balance | ' | -56,571 | ' | ' | -56,571 | ' | ' | |
Issuance of redeemable limited partnership interest for notes receivable | ' | ' | ' | ' | -7,860 | ' | ' | |
Receipts on receivables from limited partners | ' | ' | ' | ' | 12,706 | ' | ' | |
Distributions and reductions applied to receivables from limited partners | ' | ' | ' | ' | 31,954 | ' | ' | |
Repurchase of redeemable limited partnership interest | ' | ' | ' | ' | 0 | ' | ' | |
Net income attributable to Premier LP | ' | ' | ' | ' | 0 | ' | ' | |
Distributions to limited partners | ' | ' | ' | ' | 0 | ' | ' | |
Contribution of PHSI common stock in connection with the IPO | ' | ' | ' | ' | 0 | ' | ' | |
Acquisition of noncontrolling interest from members | ' | ' | ' | ' | 0 | ' | ' | |
Net unrealized gain on marketable securities | ' | ' | ' | ' | 0 | ' | ' | |
Adjustment to redemption amount | ' | ' | ' | ' | 0 | ' | ' | |
Redeemable limited partners' capital, ending balance | -19,771 | ' | ' | -19,771 | -19,771 | ' | ' | |
Limited Partner | Redeemable Limited Partners' Capital | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Redeemable limited partners' capital, beginning balance | ' | 364,219 | ' | ' | 364,219 | ' | ' | |
Issuance of redeemable limited partnership interest for notes receivable | ' | ' | ' | ' | 7,860 | ' | ' | |
Receipts on receivables from limited partners | ' | ' | ' | ' | 0 | ' | ' | |
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 | ' | ' | ' | ' | 246,055 | ' | ' | |
Distributions to limited partners | ' | ' | ' | ' | -325,926 | ' | ' | |
Contribution of PHSI common stock in connection with the IPO | ' | ' | ' | ' | 76,916 | ' | ' | |
Acquisition of noncontrolling interest from members | ' | ' | ' | ' | -131,000 | ' | ' | |
Net unrealized gain on marketable securities | ' | ' | ' | ' | 0 | ' | ' | |
Adjustment to redemption amount | ' | ' | ' | ' | 3,202,749 | ' | ' | |
Redeemable limited partners' capital, ending balance | 3,689,026 | ' | ' | 3,689,026 | 3,689,026 | ' | ' | |
Limited Partner | Accumulated Other Comprehensive (Loss) Income | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Redeemable limited partners' capital, beginning balance | ' | -13 | ' | ' | -13 | ' | ' | |
Issuance of redeemable limited partnership interest for notes receivable | ' | ' | ' | ' | 0 | ' | ' | |
Receipts on receivables from limited partners | ' | ' | ' | ' | 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 | ' | ' | |
Contribution of PHSI common stock in connection with the IPO | ' | ' | ' | ' | 0 | ' | ' | |
Acquisition of noncontrolling interest from members | ' | ' | ' | ' | -3 | ' | ' | |
Net unrealized gain on marketable securities | ' | ' | ' | ' | 86 | ' | ' | |
Adjustment to redemption amount | ' | ' | ' | ' | 0 | ' | ' | |
Redeemable limited partners' capital, ending balance | 70 | ' | ' | 70 | 70 | ' | ' | |
Class A Common Stock | Limited Partner | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 247,742 | ' | ' | |
Class A Common Stock | Limited Partner | Receivables From Limited Partners | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 0 | ' | ' | |
Class A Common Stock | Limited Partner | Redeemable Limited Partners' Capital | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 247,742 | ' | ' | |
Class A Common Stock | Limited Partner | Accumulated Other Comprehensive (Loss) Income | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 0 | ' | ' | |
Class B Common Stock | Limited Partner | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 30,072 | ' | ' | |
Class B Common Stock | Limited Partner | Receivables From Limited Partners | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 0 | ' | ' | |
Class B Common Stock | Limited Partner | Redeemable Limited Partners' Capital | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | 30,072 | ' | ' | |
Class B Common Stock | Limited Partner | Accumulated Other Comprehensive (Loss) Income | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Purchase of common units | ' | ' | ' | ' | $0 | ' | ' | |
[1] | 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 $30.1 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 $131.0 million to reflect the approximately 78% controlling interest held by the redeemable limited partners of Premier LP subsequent to the Reorganization and IPO, which is reflected in redeemable limited partners' capital on the unaudited 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 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%. |
REDEEMABLE_LIMITED_PARTNERS_CA3
REDEEMABLE LIMITED PARTNERS' CAPITAL (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Limited partnership, limited partners ownership percentage | 99.00% | 78.00% | ' | ' | ' | ' |
Distributions to limited partners | ' | ' | $208,300 | $72,600 | ($298,388) | ($314,907) |
Limited partners' distribution period after quarter end | ' | ' | ' | ' | '60 days | ' |
Limited partners' distribution payable | 0 | 21,352 | ' | 21,352 | 21,352 | ' |
Limited Partner | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Interest bearing notes receivable | ' | 0 | ' | 0 | 0 | ' |
Limited partners | ' | ' | ' | ' | 0 | ' |
Period of payment of partnership interest upon withdrawl from partnership | ' | ' | ' | ' | '5 years | ' |
Distributions to limited partners | ' | 17,400 | 214,500 | ' | 325,926 | ' |
Limited Partner Notes Payable and Related Interest Obligations | Limited Partner | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Distributions to limited partners | ' | ' | 2,800 | ' | ' | ' |
Other Amounts Payable by Limited Partners | Limited Partner | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Distributions to limited partners | ' | ' | $3,400 | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | |
Class of Stock [Line Items] | ' | ' | ' | |
Common stock, shares issued | 0 | 0 | 5,653,390 | |
Common stock, par value | $0.01 | $0.01 | $0.01 | |
Common stock | $0 | ($56) | [1] | $57 |
Class A Common Stock | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Common stock, shares issued | 32,374,942 | 32,374,751 | 0 | |
Common stock, par value | $0.01 | $0.01 | $0.01 | |
Common stock | 324 | 324 | [1] | 0 |
Voting rights of common stock | 'one vote for each share held | ' | ' | |
Class B Common Stock | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Common stock, shares issued | 112,607,832 | 112,607,832 | 0 | |
Common stock, par value | $0.00 | $0.00 | $0.00 | |
Common stock | $0 | $0 | [1] | $0 |
Voting rights of common stock | 'one vote for each share held | ' | ' | |
IPO [Member] | Class A Common Stock | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Common stock, shares issued | ' | 32,374,751 | ' | |
Common stock, par value | ' | $0.01 | ' | |
[1] | 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. |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 02, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Mar. 31, 2014 | ||||
Restricted Stock Units (RSUs) | Class B Common Stock | Class B Common Stock | Class B Common Stock | Member Owners | Member Owners | Member Owners | |||||||||||
Class B Common Stock | Class B Common Stock | Class B Common Stock | |||||||||||||||
Class B Common Units to Class A Common Shares | |||||||||||||||||
Net (Loss) Income Attributable To Shareholders After Adjustment Of Redeemable Limited Partners' Capital To Redemption Amount [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income attributable to shareholders | $13,525 | $4,229 | $19,453 | $8,173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Adjustment of redeemable limited partners' capital to redemption amount | 517,063 | 0 | -3,202,749 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $530,588 | $4,229 | ($3,183,296) | $8,173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
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 (loss) per share (a) | 32,375,000 | [1],[2] | 5,757,000 | [1],[3] | 23,394,000 | [1],[4] | 5,921,000 | [1],[3] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of potentially dilutive shares (b) | 181,000 | [2],[5] | 0 | [3],[5] | 0 | [4],[5] | 0 | [3],[5] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average number of common shares and potential dilutive shares used for diluted earnings (loss) per share | 32,556,000 | [2] | 5,757,000 | [3] | 23,394,000 | [4] | 5,921,000 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | 0 | [2],[6] | 0 | [3],[6] | 0 | [4],[6] | 0 | [3],[6] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Shares excluded from the diluted weighted average shares outstanding | ' | ' | ' | ' | ' | ' | 99,945 | ' | ' | ' | ' | ' | ' | ||||
Common stock, shares issued | 0 | ' | 0 | ' | 0 | 5,653,390 | ' | 112,607,832 | 112,607,832 | 0 | 112,607,832 | 112,607,832 | 112,607,832 | ||||
[1] | Weighted average number of common shares used for basic earnings (loss) per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the three and nine months ended March 31, 2014. | ||||||||||||||||
[2] | The weighted average shares calculations are based on the Premier, Inc. common shares outstanding for the three months ended March 31, 2014. | ||||||||||||||||
[3] | The weighted average shares calculations are based on the PHSI common shares outstanding for the three and nine months ended March 31, 2013. | ||||||||||||||||
[4] | The weighted average shares calculations are based on a combination of the PHSI historical common shares outstanding for the three months ended September 30, 2013 and the Premier, Inc. common shares outstanding for the period from September 25, 2013 to March 31, 2014. | ||||||||||||||||
[5] | The effect of 99,945 restricted stock units for the nine months ended March 31, 2014 were excluded from the diluted weighted average shares outstanding due to the net loss sustained. 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. | ||||||||||||||||
[6] | 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's common stock during the period. |
STOCKBASED_COMPENSATION_2013_E
STOCK-BASED COMPENSATION - 2013 Equity Incentive Plan (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||
Oct. 02, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Sep. 25, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 25, 2013 | Mar. 31, 2014 | Sep. 25, 2013 | Sep. 25, 2013 | Mar. 31, 2014 | Sep. 25, 2013 | Mar. 31, 2014 | ||
2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | Certain Employees | Certain Employees | Certain Employees | Certain Employees | Certain Employees | Non-Employee Directors | Non-Employee Directors | |||||||
Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Performance Share Awards | Stock Options | Stock Options | Stock Options | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | ||||||||
Minimum | Maximum | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Performance Share Awards | Stock Options | Stock Options | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based compensation expense | ' | $6,299,000 | $0 | $13,118,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred taxes | ' | 2,400,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Estimated effective income tax rate | 39.00% | 38.00% | ' | 39.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrecognized stock-based compensation related to non-vested awards | ' | 52,500,000 | ' | 52,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Amortization period of unrecognized stock-based compensation | ' | ' | ' | '2 years 3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number common stock awards authorized | ' | ' | ' | ' | ' | 11,260,783 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares available for grant | ' | ' | ' | ' | ' | 7,658,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Other awards, grants in period | ' | ' | ' | ' | ' | ' | 282,800 | ' | ' | ' | ' | ' | 414,987 | 27,144 | 829,922 | ' | ' | 11,112 | 6,464 | |
Other awards, weighted average grant date fair value | ' | ' | ' | ' | ' | ' | $27 | $32.95 | ' | ' | ' | ' | ' | ' | $27 | ' | ' | ' | ' | |
Other awards, vested in period | ' | ' | ' | ' | ' | ' | ' | 310 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Other awards, forfeited in period | ' | ' | ' | ' | ' | ' | ' | 18,128 | 1,760 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
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 | ' | ' | ' | |
Stock option awards, forfeited in period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,357 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
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] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of United States constant maturity market yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '7 years | ' | ' | ' | ' | ' | ' | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Option Grant Date Fair Value | ' | ' | ' | $11.46 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[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. |
RELATED_PARTY_TRANSATIONS_Deta
RELATED PARTY TRANSATIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Due from related parties | $1,446,000 | ' | $1,446,000 | ' | $1,650,000 | ||||
Income from equity method investments | 3,566,000 | [1] | 2,155,000 | [1] | 12,171,000 | [1] | 8,332,000 | [1] | ' |
Revenue share obligations | 54,605,000 | ' | 54,605,000 | ' | 10,532,000 | ||||
Innovatix | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Equity method investment, ownership percentage | 50.00% | ' | 50.00% | ' | 50.00% | ||||
AEIX | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Maximum annual management fee revenue | 500,000 | ' | 500,000 | ' | ' | ||||
AEIX | Cost Reimbursement | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Revenue from related parties | 1,300,000 | 1,200,000 | 3,600,000 | 3,400,000 | ' | ||||
AEIX | Administrative Fee Revenue | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Revenue from related parties | 100,000 | 0 | 400,000 | 400,000 | ' | ||||
Due from related parties | 900,000 | ' | 900,000 | ' | 500,000 | ||||
Premier Healthcare Solutions, Inc. | Innovatix | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Revenue from related parties | 8,600,000 | 8,300,000 | 25,300,000 | 22,700,000 | ' | ||||
Premier Healthcare Solutions, Inc. | Innovatix | Accounts Payable and Accrued Expenses | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Revenue share obligations | 3,400,000 | ' | 3,400,000 | ' | 2,800,000 | ||||
Premier LP | GYNHA | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 12.00% | ' | 12.00% | ' | ' | ||||
Premier LP | GYNHA | Administrative Fee Revenue | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Revenue from related parties | 26,300,000 | ' | 64,800,000 | ' | ' | ||||
Due from related parties | 600,000 | ' | 600,000 | ' | 1,100,000 | ||||
Premier LP | GYNHA | Services and Support Revenue | ' | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ||||
Revenue from related parties | 100,000 | ' | 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 | $3,600,000 | $2,200,000 | $12,200,000 | $8,300,000 | ' | ||||
[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. |