Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 29, 2014 | Aug. 29, 2014 |
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-K | ' | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 32,376,283 | 112,020,016 |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Entity Public Float | ' | $1,188.40 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $131,786 | $198,296 |
Marketable securities | 159,820 | 57,323 |
Accounts receivable (net of $1,054 and $671 allowance for doubtful accounts, respectively) | 67,577 | 60,600 |
Inventories - finished goods | 20,823 | 12,741 |
Prepaid expenses and other current assets | 31,175 | 27,028 |
Due from related parties | 1,228 | 1,650 |
Deferred tax assets | 9,647 | 8,403 |
Total current assets | 422,056 | 366,041 |
Property and equipment (net of $186,582 and $153,446 accumulated depreciation, respectively) | 134,551 | 115,587 |
Restricted cash | 5,000 | 5,000 |
Marketable securities | 248,799 | 0 |
Deferred tax assets | 286,936 | 15,077 |
Goodwill | 94,451 | 61,410 |
Intangible assets (net of $20,302 and $17,238 accumulated amortization, respectively) | 10,855 | 4,292 |
Other assets | 44,008 | 31,509 |
Total assets | 1,246,656 | 598,916 |
Liabilities, redeemable limited partners' capital and stockholders' (deficit) equity | ' | ' |
Accounts payable | 28,007 | 21,788 |
Accrued expenses | 25,536 | 28,883 |
Revenue share obligations | 56,531 | 10,532 |
Limited partners' distribution payable | 22,351 | 0 |
Accrued compensation and benefits | 46,713 | 51,359 |
Deferred revenue | 15,694 | 18,880 |
Current portion of tax receivable agreements | 11,035 | 0 |
Current portion of notes payable and line of credit | 17,696 | 12,149 |
Other current liabilities | 319 | 1,557 |
Total current liabilities | 223,882 | 145,148 |
Notes payable, less current portion | 16,051 | 22,468 |
Tax receivable agreements, less current portion | 181,256 | 0 |
Deferred compensation plan obligations | 32,872 | 24,081 |
Deferred rent | 15,960 | 15,779 |
Other long-term liabilities | 2,272 | 6,037 |
Total liabilities | 472,293 | 213,513 |
Commitments and contingencies (Note 15) | ' | ' |
Redeemable limited partners' capital | 3,244,674 | 307,635 |
Stockholders' (deficit) equity: | ' | ' |
Common stock | 0 | 57 |
Additional paid-in capital | 0 | 28,866 |
PHSI common stock subscribed, 0 and 23,266 shares at June 30, 2014 and June 30, 2013, respectively | 0 | 300 |
Subscriptions receivable | 0 | -300 |
(Accumulated deficit) retained earnings | -2,469,873 | 50,599 |
Accumulated other comprehensive income | 43 | 0 |
Noncontrolling interest | -805 | -1,754 |
Total stockholders' (deficit) equity | -2,470,311 | 77,768 |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 1,246,656 | 598,916 |
Series A Preferred Stock | ' | ' |
Stockholders' (deficit) 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 | ' | ' |
Stockholders' (deficit) equity: | ' | ' |
Common stock | 324 | 0 |
Class B Common Stock | ' | ' |
Stockholders' (deficit) equity: | ' | ' |
Common stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,054 | $671 |
Accumulated depreciation | 186,582 | 153,446 |
Accumulated amortization | $20,302 | $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 | 32,375,390 | 0 |
Common stock, shares outstanding | 32,375,390 | 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 | 112,510,905 | 0 |
Common stock, shares outstanding | 112,510,905 | 0 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |||
Net revenue: | ' | ' | ' | |||
Net administrative fees | $464,837 | $519,219 | $473,249 | |||
Other services and support | 233,186 | 205,685 | 178,552 | |||
Services | 698,023 | 724,904 | 651,801 | |||
Products | 212,526 | 144,386 | 116,484 | |||
Net revenue | 910,549 | 869,290 | 768,285 | |||
Cost of revenue: | ' | ' | ' | |||
Services | 115,740 | 103,795 | 83,021 | |||
Products | 191,885 | 133,618 | 106,698 | |||
Cost of revenue | 307,625 | 237,413 | 189,719 | |||
Gross profit | 602,924 | 631,877 | 578,566 | |||
Operating expenses: | ' | ' | ' | |||
Selling, general and administrative | 294,421 | 248,301 | 240,748 | |||
Research and development | 3,389 | 9,370 | 12,583 | |||
Amortization of purchased intangible assets | 3,062 | 1,539 | 3,146 | |||
Operating expenses | 300,872 | 259,210 | 256,477 | |||
Operating income | 302,052 | 372,667 | 322,089 | |||
Equity in net income of unconsolidated affiliates | 16,976 | [1] | 11,968 | [1] | 12,122 | [1] |
Interest and investment income, net | 1,019 | 965 | 874 | |||
Gain on sale of investment | 38,372 | 0 | 0 | |||
Other income (expense), net | 1,907 | -788 | -188 | |||
Other income, net | 58,274 | 12,145 | 12,808 | |||
Income before income taxes | 360,326 | 384,812 | 334,897 | |||
Income tax expense | 27,709 | 9,726 | 8,229 | |||
Net income | 332,617 | 375,086 | 326,668 | |||
Net (income) loss attributable to noncontrolling interest in S2S Global | -949 | 1,479 | 608 | |||
Net income attributable to noncontrolling interest in Premier LP | -303,336 | -369,189 | -323,339 | |||
Net income attributable to noncontrolling interest | -304,285 | -367,710 | -322,731 | |||
Net income attributable to shareholders | 28,332 | 7,376 | 3,937 | |||
Adjustment of redeemable limited partners' capital to redemption amount | -2,741,588 | 0 | 0 | |||
Net (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | ($2,713,256) | [2] | $7,376 | [3] | $3,937 | |
Weighted average shares outstanding: | ' | ' | ' | |||
Basic (shares) | 25,633 | [2],[4] | 5,858 | [3],[4] | 6,183 | [4] |
Diluted (shares) | 25,633 | [2] | 5,858 | [3] | 6,183 | |
Earnings (loss) per share attributable to shareholders: | ' | ' | ' | |||
Basic (usd per share) | ($105.85) | [2] | $1.26 | [3] | $0.64 | |
Diluted (usd per share) | ($105.85) | [2] | $1.26 | [3] | $0.64 | |
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. | |||||
[2] | 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 June 30, 2014. | |||||
[3] | The weighted average shares calculations are based on the PHSI common shares outstanding for the twelve months ended June 30, 2013 and 2012. | |||||
[4] | Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the twelve months ended June 30, 2014. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net income | $332,617 | $375,086 | $326,668 |
Net unrealized gain (loss) on marketable securities | 203 | 50 | -66 |
Total comprehensive income | 332,820 | 375,136 | 326,602 |
Less: Comprehensive income attributable to noncontrolling interest | -304,448 | -367,760 | -322,665 |
Comprehensive income attributable to Premier, Inc. | $28,372 | $7,376 | $3,937 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' (Deficit) 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 (Accumulated Deficit) | Noncontrolling Interest | Accumulated Other Comprehensive Income |
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, 2011 | $75,438 | ' | ' | $62 | ' | ' | $36,090 | ' | ' | $300 | ($300) | $39,286 | $0 | ' |
Beginning balance (in shares) at Jun. 30, 2011 | ' | ' | ' | 6,207,000 | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock | -1,039 | ' | ' | -1 | ' | ' | -1,038 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock (in shares) | ' | ' | ' | -82,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock subscribed | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 75 | -75 | ' | ' | ' |
Issuance of common stock subscribed (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' |
Noncontrolling interest at acquisition of S2S Global | 333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 333 | ' |
Payment on stock subscriptions | 375 | ' | ' | ' | ' | ' | 375 | ' | ' | -375 | 375 | ' | ' | ' |
Payment on stock subscriptions (in shares) | ' | ' | ' | 31,000 | ' | ' | ' | ' | ' | -31,000 | ' | ' | ' | ' |
Increase in deferred tax asset related to the Reorganization | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in payables pursuant to the tax receivable agreements | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment of redeemable limited partners' capital to redemption amount | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to shareholders | 3,937 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,937 | ' | ' |
Net income attributable to noncontrolling interest in S2S Global | -608 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -608 | ' |
Net income | 326,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Jun. 30, 2012 | 78,436 | ' | ' | 61 | ' | ' | 35,427 | ' | ' | 0 | 0 | 43,223 | -275 | ' |
Ending balance (in shares) at Jun. 30, 2012 | ' | ' | ' | 6,156,000 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock | -7,240 | ' | ' | -5 | ' | ' | -7,235 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock (in shares) | ' | ' | ' | -555,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock subscribed | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 975 | -975 | ' | ' | ' |
Issuance of common stock subscribed (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' |
Payment on stock subscriptions | 675 | ' | ' | 1 | ' | ' | 674 | ' | ' | -675 | 675 | ' | ' | ' |
Payment on stock subscriptions (in shares) | ' | ' | ' | 52,000 | ' | ' | ' | ' | ' | -52,000 | ' | ' | ' | ' |
Increase in deferred tax asset related to the Reorganization | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in payables pursuant to the tax receivable agreements | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment of redeemable limited partners' capital to redemption amount | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to shareholders | 7,376 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,376 | ' | ' |
Net income attributable to noncontrolling interest in S2S Global | -1,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,479 | ' |
Net income | 375,086 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Jun. 30, 2013 | 77,768 | ' | ' | 57 | ' | ' | 28,866 | ' | ' | 300 | -300 | 50,599 | -1,754 | ' |
Ending 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 | ' | ' | ' | ' |
Common stock issued | ' | 821,671 | 0 | ' | 324 | 0 | ' | 821,347 | 0 | ' | ' | ' | ' | ' |
Common stock issued (shares) | ' | ' | ' | ' | 32,375,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
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 agreements | -186,077 | ' | ' | ' | ' | ' | -186,077 | ' | ' | ' | ' | ' | ' | ' |
Acquisition of noncontrolling interest from member owners, net of sale of Class B common stock | -412,857 | ' | ' | ' | ' | ' | -412,860 | ' | ' | ' | ' | ' | ' | 3 |
Acquisition of noncontrolling interest from member owners, net of sale of Class B common stock (shares) | ' | ' | ' | ' | ' | 112,608,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption of limited partner (shares) | ' | ' | ' | ' | ' | -97,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment of redeemable limited partners' capital to redemption amount | -2,741,588 | ' | ' | ' | ' | ' | -192,784 | ' | ' | ' | ' | -2,548,804 | ' | ' |
Stock-based compensation expense | 19,476 | ' | ' | ' | ' | ' | 19,476 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of vested restricted stock | -10 | ' | ' | ' | ' | ' | -10 | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to shareholders | 28,332 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,332 | ' | ' |
Net income attributable to noncontrolling interest in S2S Global | 949 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 949 | ' |
Net unrealized gain on marketable securities | 40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40 |
Net income | 332,617 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Jun. 30, 2014 | ($2,470,311) | ' | ' | $0 | $324 | $0 | $0 | ' | ' | $0 | $0 | ($2,469,873) | ($805) | $43 |
Ending balance (in shares) at Jun. 30, 2014 | ' | ' | ' | 0 | 32,375,000 | 112,511,000 | ' | ' | ' | 0 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |||
Operating activities | ' | ' | ' | |||
Net income | $332,617 | $375,086 | $326,668 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | |||
Depreciation and amortization | 39,823 | 29,220 | 25,398 | |||
Equity in net income of unconsolidated affiliates | -16,976 | [1] | -11,968 | [1] | -12,122 | [1] |
Deferred taxes | 9,820 | 3,258 | -2,853 | |||
Gain on sale of investment | -38,372 | 0 | 0 | |||
Stock-based compensation | 19,476 | 0 | 0 | |||
Adjustment to tax receivable agreement liability | 6,215 | [2] | 0 | [2] | 0 | [2] |
Changes in operating assets and liabilities: | ' | ' | ' | |||
Accounts receivable, prepaid expenses and other current assets | -18,924 | -14,005 | -11,983 | |||
Other assets | -1,680 | 496 | 0 | |||
Inventories | -8,082 | -6,774 | -4,448 | |||
Accounts payable, accrued expenses, revenue share obligations and other current liabilities | 45,997 | 3,521 | -16,047 | |||
Long-term liabilities | -3,585 | -2,680 | 9,892 | |||
Other operating activities | 1,793 | 2,115 | 147 | |||
Net cash provided by operating activities | 368,122 | 378,269 | 314,652 | |||
Investing activities | ' | ' | ' | |||
Purchase of marketable securities | -500,835 | -69,302 | -121,093 | |||
Proceeds from sale of marketable securities | 148,019 | 115,056 | 21,716 | |||
Proceeds from sale of investment in Global Healthcare Exchange, LLC | 38,372 | 0 | 0 | |||
Acquisition of Meddius, L.L.C., net of owner note receivable | -7,737 | 0 | 0 | |||
Distributions received on equity investment | 15,650 | 12,470 | 11,953 | |||
Purchases of property and equipment | -55,740 | -42,427 | -37,959 | |||
Other investing activities | 0 | -967 | -814 | |||
Net cash (used in) provided by investing activities | -397,103 | 14,830 | -126,197 | |||
Financing activities | ' | ' | ' | |||
Payments made on notes payable | -9,297 | -17,761 | -4,115 | |||
Proceeds from S2S Global revolving line of credit | 6,000 | 5,604 | 706 | |||
Proceeds from senior secured line of credit | 60,000 | 10,000 | 0 | |||
Payments on senior secured line of credit | -60,000 | -10,000 | 0 | |||
Payments made in connection with the origination of credit facility | -2,511 | 0 | 0 | |||
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions | 821,671 | 0 | 0 | |||
Payments made in connection with the IPO | -2,822 | -3,089 | 0 | |||
Purchases of Class B common units from member owners | -543,857 | 0 | 0 | |||
Proceeds from issuance of PHSI common stock | 300 | 525 | 150 | |||
Proceeds from notes receivable from partners | 12,685 | 0 | 0 | |||
Repurchase of restricted units | -11 | 0 | 0 | |||
Proceeds from issuance of redeemable limited partnership interest | 0 | 8,143 | 0 | |||
Distributions to limited partners of Premier LP | -319,687 | -329,047 | -290,983 | |||
Net cash used in financing activities | -37,529 | -335,625 | -294,242 | |||
Net decrease in cash and cash equivalents | -66,510 | 57,474 | -105,787 | |||
Cash and cash equivalents at beginning of year | 198,296 | 140,822 | 246,609 | |||
Cash and cash equivalents at end of year | 131,786 | 198,296 | 140,822 | |||
Supplemental schedule of non cash investing and financing activities: | ' | ' | ' | |||
Issuance of limited partnership interest for notes receivable | 7,860 | 61,859 | 774 | |||
Payable to member owners incurred upon repurchase of ownership interest | 1,781 | 14,268 | 3,935 | |||
Reduction in redeemable limited partners' capital to reduce outstanding receivable | 28,009 | 301 | 1,047 | |||
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 6,227 | 7,668 | 9,211 | |||
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 22,351 | 0 | 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) | 2,741,588 | 0 | 0 | |||
Increase in deferred tax assets and additional paid-in-capital related to the Reorganization | 282,972 | 0 | 0 | |||
Increase in payables and decrease in additional paid-in-capital pursuant to the tax receivable agreements | 186,077 | 0 | 0 | |||
Reduction in prepaid expenses and other current assets for IPO costs capitalized to additional paid-in-capital | 2,822 | 3,089 | 0 | |||
Issuance of common stock for subscriptions receivable | 0 | 975 | 75 | |||
SYMMEDRx | ' | ' | ' | |||
Investing activities | ' | ' | ' | |||
Acquisition, net of tax | -28,690 | 0 | 0 | |||
MEMdata, LLC | ' | ' | ' | |||
Investing activities | ' | ' | ' | |||
Acquisition, net of tax | ($6,142) | $0 | $0 | |||
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. | |||||
[2] | Represents adjustment to tax receivable agreement liability for the change in accounting method with the Internal Revenue Service related to a change in accounting method from previous years. |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION | |
Organization | |
Premier, Inc. ("Premier," the "Company" or "We") 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 leading healthcare improvement company 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. Refer to Note 2 for further information related to the IPO and the Reorganization. | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, 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 periods shown, including normal recurring adjustments. | |
The Company has reclassified certain prior period amounts to be consistent with the current period presentation in the accompanying consolidated financial statements and corrected certain classification differences in the consolidated statements of cash flows. For the year ended June 30, 2013, the Company has presented $3 million in costs associated with the IPO as financing rather than operating activities. | |
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 | 12 Months Ended | ||||
Jun. 30, 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 the IPO 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 agreements 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 June 30, 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 Reorganization and IPO, 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 Agreements | |||||
In connection with the Reorganization and IPO, Premier entered into a tax receivable agreements with the member owners which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the tax receivable agreements, 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 agreements) 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 agreements, including tax benefits attributable to payments under the tax receivable agreements. | |||||
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 16% of Premier LP's gross administrative fees revenue for fiscal year 2014, 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 held 112,607,832 shares of Class B common stock and 112,607,832 Class B common units; | ||||
• | Premier GP held 32,374,751 Class A common units; | ||||
• | through their holdings of Class B common stock, the member owners had approximately 78% of the voting power in Premier; | ||||
• | the investors in the IPO collectively owned all of Premier's outstanding shares of Class A common stock and collectively had approximately 22% of the voting power in Premier; and | ||||
• | Premier LP was 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 agreements, 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 gave 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 agreements, 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 agreements 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 agreements) 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 agreements. | ||||
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 Reorganization and IPO 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 agreements | $ | 6,966 | -3 | ||
Total current liabilities | 6,966 | ||||
Payable pursuant to tax receivable agreements, 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 agreements 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 agreements) 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 adjustments give effect to the Section 754 election and the tax receivable agreements 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 agreements 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 agreements 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. | ||||
• | Upon the Reorganization and IPO, the cumulative adjustments of $186.1 million, of which $7.0 million was expected to be paid over the next 12 months, and was 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 agreements. | ||||
• | 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 agreements) 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 LP 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 agreements 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 | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | |
Cash and Cash Equivalents | |
Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. | |
Concentration of Credit Risk and Allowance for Doubtful Accounts | |
Financial instruments that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables and marketable securities. Receivables consist primarily of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for doubtful accounts. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a member's ability to pay. Provisions for the allowance for doubtful accounts attributed to bad debt are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income. | |
Fair Value of Financial Instruments | |
The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: | |
Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; | |
Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; | |
Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |
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 months to five years from the date of purchase. Marketable securities, classified as available-for-sale, are carried at fair market value, with the unrealized gains and losses on such investments reported in comprehensive income as a separate component of stockholders' (deficit) equity or redeemable limited partners' capital as appropriate. Realized gains and losses, and other-than-temporary declines in investments, are included in other income, net in the accompanying consolidated statements of income. The Company uses the specific-identification method to determine the cost of securities sold. The Company does not hold publicly traded equity investments. | |
Inventories | |
Inventories consisting of medical products and other non-pharmaceutical products are stated at the lower of cost or market on an average cost basis. Inventories consisting of pharmaceuticals and pharmaceutical-related products are stated at the lower of cost or market on a first-in, first-out basis. Management determines the inventory reserve by regularly reviewing and evaluating individual inventory items. Inventory is written off when deemed obsolete or unsellable by management. | |
Investments | |
The Company uses the cost method to account for investments in businesses that are not publicly traded and for which the Company does not control or have the ability to exercise significant influence over operating and financial policies. In accordance with the cost method, these investments are recorded at the lower of cost or fair value, as appropriate. | |
Investments held by the Company in businesses that are not publicly traded and for which the Company has the ability to exercise significant influence over operating and financial management are accounted for under the equity method. In accordance with the equity method, these investments are originally recorded at cost and are adjusted for the Company's proportionate share of earnings, losses and distributions. | |
The Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired. Gains and losses are recognized when realized. | |
Property and Equipment, Net | |
Property and equipment is stated at cost. Depreciation is calculated based upon estimated useful lives ranging from three to five years, using the straight-line method. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term. | |
Software Development Costs | |
Costs to develop internal use computer software during the application development stage are capitalized. Internal use capitalized software costs are included in property and equipment, net in the accompanying consolidated balance sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue in the accompanying consolidated statements of income. The Company capitalized costs related to software developed for internal use of $41.1 million, $31.3 million and $28.7 million during the years ended June 30, 2014, 2013 and 2012, respectively. | |
Restricted Cash | |
Restricted cash of $5.0 million at both June 30, 2014 and 2013 represents cash equivalents held in a trust by Wells Fargo Bank, National Association in favor of the Vermont Department of Financial Regulation (the "Department") on behalf of Premier Insurance Exchange, Risk Retention Group ("PRx"), an entity in which the Company has an equity investment (see Note 8). The Department has the right to withdraw the funds from the trust at any time it is deemed necessary for PRx to meet policyholder claim obligations or other statutory requirements. | |
Deferred Compensation Plan Assets and Related Liabilities | |
The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company's 401(k) plan. | |
Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The amounts deferred are invested in assets at the direction of the employee. | |
The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are used to fund the deferred compensation liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The estimated current portion, totaling $0.3 million and $0.4 million at June 30, 2014 and 2013, respectively, is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying consolidated balance sheets at June 30, 2014 and 2013. The non-current portion of the deferred compensation plan assets, totaling $32.9 million and $24.1 million at June 30, 2014 and 2013, respectively, is included in other assets in the accompanying consolidated balance sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying consolidated balance sheets at June 30, 2014 and 2013. Unrealized gains of $2.0 million on plan assets as of June 30, 2014 are included in other income (expense), net in the accompanying consolidated statements of income. The corresponding expense of $2.0 million is included in selling, general and administrative expense in the accompanying consolidated statements of income. Unrealized gains and losses on plan assets for the years ended June 30, 2013 and 2012 were insignificant. | |
Goodwill | |
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized. The Company performs its annual goodwill impairment testing on the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. | |
Under the accounting rules, the Company can elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company's most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. | |
Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. In performing the first step, we determine the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on our most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. | |
If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. | |
The Company's most recent annual impairment testing, which consisted of both qualitative and quantitative assessments, did not result in any goodwill impairment charges during the fourth quarter of the fiscal year ended June 30, 2014. Further, the results of our quantitative assessment indicated that the estimated fair value of each reporting unit evaluated substantially exceeded its respective carrying amount. | |
Intangible Assets and Other Long-Lived Assets | |
Intangible assets consist of acquired technology, customer relationships and trade names, and are amortized over their estimated useful lives. | |
The Company evaluates long-lived assets, such as intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. | |
The amount of impairment, if any, is measured based on the fair value of the assets as compared to their carrying value. During the fiscal years ended June 30, 2014, 2013 and 2012, the Company did not record any impairment on long-lived assets. | |
Income Taxes | |
The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. | |
The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company's tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax and interest assessments by these taxing authorities. | |
In determining the Company's tax expense for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless it is determined to be "more likely than not" that such tax positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return if it believes it is "more likely than not" that such tax positions would be sustained. There is considerable judgment involved in determining whether it is "more likely than not" that positions taken on the tax returns would be sustained. | |
The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax accruals and related estimated interest charges that are considered appropriate. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense. | |
Redeemable Limited Partner's Capital | |
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 after considering any IPO procceds received and the fair market value of the Class A common stock of the Company on the date of the termination with 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). | |
Tax Receivable Agreements | |
The Company records a liability related to the tax receivable agreements based on 85% of the estimated amount of tax savings the Company expects to receive, generally over a 15-year period, in connection with the additional tax benefits created in connection with the Reorganization and IPO. Tax payments under the tax receivable agreements will be made to our member owners as we realize tax benefits attributable to the initial purchase of Class B common units from the member owners in the Reorganization and IPO and any subsequent exchanges of Class B common units into Class A common stock or cash between us and the member owners. Determining the estimated amount of tax savings we expect to receive requires judgment as deductibility of goodwill amortization expense is not assured and the estimate of tax savings is dependent upon the actual realization of the tax benefit and the tax rates in effect at that time. | |
Changes in the estimated tax receivable agreement liability are recorded in selling, general and administrative expense in the consolidated statements of income. | |
Revenue Recognition | |
Net Revenue | |
Net revenue consists of (i) service revenue which includes net administrative fees revenue and other services and support revenue and (ii) product revenue. Net administrative fees revenue consists of net GPO administrative fees in the supply chain segment. Other services and support revenue consists primarily of fees generated by the performance services segment in connection with the Company's SaaS informatics products subscriptions, advisory services and performance improvement collaborative subscriptions. Product revenue consists of specialty pharmacy and direct sourcing product sales, which are included in the supply chain segment. The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the fee is fixed or determinable, (iii) services have been rendered and payment has been contractually earned, and (iv) collectability is reasonably assured. | |
Net Administrative Fees Revenue | |
Net administrative fees revenue is generated through administrative fees received from suppliers based on the total dollar volume of supplies purchased by the Company's members in connection with its GPO programs. | |
The Company, through its group purchasing program, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are recognized as revenue in the period in which the respective supplier reports member purchasing data, usually a month or a quarter in arrears of actual member purchase activity. The supplier report proves that the delivery of product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectability is reasonably assured. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. | |
The Company pays a revenue share equal to a percentage of gross administrative fees that the Company collects based upon purchasing by such members and their owned, leased, managed or affiliated facilities through its GPO supplier contracts. Revenue share is recognized according to the members' contractual agreements with the Company as the related administrative fees revenue is recognized. Considering GAAP relating to principal/agent considerations under revenue recognition, revenue share is recorded as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue amount, which amount is included in service revenue in the accompanying consolidated statements of income. | |
Other Services and Support Revenue | |
Performance services revenue consists of SaaS informatics products subscriptions, performance improvement collaborative and other service subscriptions, professional fees for advisory services, and insurance services management fees and commissions from group-sponsored insurance programs. | |
SaaS informatics subscriptions include the right to use the Company's proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, quality and safety, population health management and provider analytics. Pricing varies by application and size of healthcare system. Informatics subscriptions are generally three to five year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set and, in certain cases, the installation of member site-specific software, in order to access and transfer member data into the Company's hosted SaaS informatics products. Implementation is generally 110 to 160 days following contract execution before the SaaS informatics products can be fully utilized by the member. | |
Revenue from performance improvement collaboratives and other service subscriptions that support the Company's offerings in cost management, quality and safety and population health management is recognized over the service period, which is generally one year. | |
Professional fees for advisory services are sold under contracts, the terms of which vary based on the nature of the engagement. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed and deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, revenue recognition occurs when the fees are fixed and determinable and all contingencies, including any refund rights, have been satisfied. | |
Insurance services management fees are recognized in the period in which such services are provided. Commissions from group sponsored insurance programs are recognized over the term of the insurance policies, generally one year. | |
Certain administrative and/or patient management specialty pharmacy services are provided in situations where prescriptions are sent back to member health systems for dispensing. Additionally, the Company derives revenue from pharmaceutical manufacturers for providing patient education and utilization data. Revenue is recognized as these services are provided. | |
Product Revenue | |
Specialty pharmacy revenue is recognized when a product is accepted and is recorded net of the estimated contractual adjustments under agreements with Medicare, Medicaid and other managed care plans. Payments for the products provided under such agreements are based on defined allowable reimbursements rather than on the basis of standard billing rates. The difference between the standard billing rate and allowable reimbursement rate results in contractual adjustments which are recorded as deductions from net revenue. | |
Direct sourcing revenue is recognized once the title and risk of loss of medical products have been transferred to members. | |
Multiple Deliverable Arrangements | |
The Company occasionally enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and advisory services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue is allocated to the individual elements within the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE"), third-party evidence ("TPE") or the estimated selling price ("ESP"), provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement. The Company establishes VSOE, TPE, or ESP for each element of a service arrangement based on the price charged for a particular element when it is sold separately in a stand-alone arrangement. All deliverables which are fixed and determinable are recognized according to the revenue recognition methodology described above. | |
Certain arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, the Company allocates only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element's revenue recognition policy. | |
Performance Guarantees | |
On limited occasions, the Company may enter into an agreement which provides for guaranteed performance levels to be achieved by the member over the term of the agreement. In situations with significant performance guarantees, the Company defers revenue recognition until the amount is fixed and determinable and all contingencies, including any refund rights, have been satisfied. In the event that guaranteed savings levels are not achieved, the Company may have to pay the difference between the savings that were guaranteed and the actual achieved savings. | |
Deferred Revenue | |
Deferred revenue consists of unrecognized revenue related to advanced member invoicing or member payments received prior to fulfillment of the Company's revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred advisory fees. Subscription fees for company-hosted SaaS applications are deferred until the member's unique data records have been incorporated into the underlying software database, or until member site-specific software has been implemented and the member has access to the software. Deferred advisory fees arise when cash is received from members prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the advisory fees are deferred until the performance target is met. | |
Cost of Revenue and Operating Expenses | |
Cost of Revenue | |
Cost of service revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including advisory services to members and implementation services related to SaaS informatics products. Cost of service revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internal use software. | |
Cost of product revenue consists of purchase and shipment costs for specialty pharmaceuticals and direct sourced medical products. | |
Operating Expenses | |
Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, and other general overhead expenses. | |
Research and development expenses consist of employee-related compensation and benefits expenses, and third-party consulting fees of technology professionals, incurred to develop, support and maintain the Company's software-related products and services. | |
Amortization of purchased intangible assets includes the amortization of all identified intangible assets resulting from acquisitions. | |
Advertising Costs | |
Advertising costs are expensed as incurred. Advertising costs are reflected in selling, general and administrative expenses in the accompanying consolidated statements of income and were $1.7 million, $1.4 million and $1.5 million for the years ended June 30, 2014, 2013 and 2012, respectively. | |
Comprehensive Income | |
Comprehensive income includes all changes in stockholders' equity during a period from non-owner sources. Net income and other comprehensive income, including unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income. | |
Basic and Diluted Earnings per Share | |
Basic earnings per share ("EPS") is calculated by dividing net income by the number of weighted average common shares outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is computed by dividing net income by the number of weighted average common shares increased by the dilutive effects of potential common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method. Common stock subscribed is included in the calculation of basic EPS, since the subscribed shares have full voting and dividend participation rights on the day of subscription. | |
Recently Adopted Accounting Standards | |
In February 2013, the FASB issued an ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires presentation of information about significant amounts reclassified from each component of accumulated other comprehensive income, the sources of the items reclassified, and the income statement lines affected, either parenthetically on the face of the financial statements or in the notes to the financial statements. The adoption of this accounting standard during the year ended June 30, 2014 had no significant impact on the Company's consolidated financial statements or related disclosures. | |
Recently Issued Accounting Standards | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the update is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The update allows for either full retrospective or modified retrospective adoption. The Company is currently evaluating the transition method that will be elected as well as the impact of the adoption of the update on its consolidated financial statements and related disclosures. |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended | |||
Jun. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
BUSINESS ACQUISITIONS | ' | |||
BUSINESS ACQUISITIONS | ||||
On April 7, 2014, Premier completed the acquisition of 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, for $6.2 million. The Company funded the acquisition with available cash on hand. The primary reason for the acquisition of MEMdata was 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 purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired from MEMdata. As a result, the Company recorded goodwill in connection with this acquisition, which was assigned to the performance services segment. The Company filed an Internal Revenue Code Section 338(h)(10) election for the acquisition, has treated the purchase as an asset acquisition for income tax purposes, and is deducting 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 assets acquired | $ | 164 | ||
Intangible assets acquired | 1,890 | |||
Goodwill | 4,152 | |||
Total | $ | 6,206 | ||
The $1.9 million value allocated to intangible assets consists of $1.4 million of acquired technology with useful lives ranging from 4 to 7 years, member relationships of $0.3 million with a useful life of 8 years, and non-compete agreements and trade names of $0.2 million with useful lives ranging from 2 to 3 years. | ||||
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 was 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 filed an Internal Revenue Code Section 338(h)(10) election for the acquisition, has treated the purchase as an asset acquisition for income tax purposes, and is deducting 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 assets acquired | $ | 217 | ||
Intangible assets acquired | 2,165 | |||
Goodwill | 5,725 | |||
Total | $ | 8,107 | ||
The $2.2 million value allocated to intangible assets consists of acquired technology with a useful life of 5 years. | ||||
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 then existing senior secured revolving credit facility (see Note 12 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, was 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. SYMMEDRx filed an Internal Revenue Code Section 754 election in connection with the acquisition and, as a result, the Company is deducting the recognized goodwill for income tax purposes. | ||||
The allocation of the 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 | ||
The $5.6 million value allocated to intangible assets consists of $5.1 million of acquired technology with a useful life of 5 years, member relationships of $0.3 million with a useful life of 18 months and trade names of $0.2 million with a useful life of 5 years. | ||||
None of these acquisitions were considered significant to the accompanying consolidated financial statements. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||
Jun. 30, 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) | |||||||||
June 30, 2014 | |||||||||||||
Cash equivalents | $ | 64,207 | $ | 64,207 | $ | — | $ | — | |||||
Commercial paper | 33,572 | — | 33,572 | — | |||||||||
U.S. government debt securities | 116,744 | — | 116,744 | — | |||||||||
Corporate debt securities | 166,452 | — | 166,452 | — | |||||||||
Asset-backed securities | 91,851 | — | 91,851 | — | |||||||||
Deferred compensation plan assets (a) | 33,256 | 33,256 | — | — | |||||||||
Total assets | $ | 506,082 | $ | 97,463 | $ | 408,619 | $ | — | |||||
June 30, 2013 | |||||||||||||
Cash equivalents | $ | 170,510 | $ | 170,510 | $ | — | $ | — | |||||
Commercial paper | 21,479 | — | 21,479 | — | |||||||||
Corporate debt securities | 35,844 | — | 35,844 | — | |||||||||
Deferred compensation plan assets (a) | 24,489 | 24,489 | — | — | |||||||||
Total assets | $ | 252,322 | $ | 194,999 | $ | 57,323 | $ | — | |||||
(a) Deferred compensation plan assets consist of highly liquid mutual fund investments. | |||||||||||||
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 June 30, 2014 and June 30, 2013, respectively) and other assets ($32.9 million and $24.1 million at June 30, 2014 and June 30, 2013, respectively) in the accompanying consolidated balance sheets. The fair value of the Company's commercial paper, U.S. government debt securities, corporate debt securities, and asset-backed 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 13 for more information) by approximately $0.7 million and $1.1 million at June 30, 2014 and June 30, 2013, respectively, based on an assumed market interest rate of 1.5% and 1.7%, respectively, at June 30, 2014 and June 30, 2013. |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||
MARKETABLE SECURITIES | |||||||||||||
The Company invests its excess cash in commercial paper, U.S. government securities, corporate debt securities and other securities with maturities generally ranging from three months to five years 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 | ||||||||||
30-Jun-14 | |||||||||||||
Commercial paper | $ | 33,561 | $ | 12 | $ | (1 | ) | $ | 33,572 | ||||
U.S. government debt securities | 116,620 | 124 | — | 116,744 | |||||||||
Corporate debt securities | 166,424 | 69 | (41 | ) | 166,452 | ||||||||
Asset-backed securities | 91,824 | 34 | (7 | ) | 91,851 | ||||||||
$ | 408,429 | $ | 239 | $ | (49 | ) | $ | 408,619 | |||||
30-Jun-13 | |||||||||||||
Commercial paper | $ | 21,467 | $ | 12 | $ | — | $ | 21,479 | |||||
Corporate debt securities | 35,869 | — | (25 | ) | 35,844 | ||||||||
$ | 57,336 | $ | 12 | $ | (25 | ) | $ | 57,323 | |||||
U.S. government securities, corporate debt securities and asset-backed securities are included in the current portion of marketable securities and the long-term portion of marketable securities in the accompanying consolidated balance sheets. | |||||||||||||
At June 30, 2014, marketable securities consist of the following maturities (in thousands): | |||||||||||||
Cost | Fair Market Value | ||||||||||||
Due in one year or less | $ | 159,767 | $ | 159,820 | |||||||||
Due after one year through five years | 248,662 | 248,799 | |||||||||||
$ | 408,429 | $ | 408,619 | ||||||||||
See Note 5 - Fair Value Measurements for further discussion related to the Company’s measurement of fair market value for its marketable securities. |
ACCOUNTS_RECEIVABLE_NET_Notes
ACCOUNTS RECEIVABLE, NET (Notes) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Receivables [Abstract] | ' | ||||||
ACCOUNTS RECEIVABLE, NET | ' | ||||||
ACCOUNTS RECEIVABLE, NET | |||||||
Accounts receivable, net consists of the following (in thousands): | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Accounts receivable | $ | 67,549 | $ | 60,298 | |||
Other | 1,082 | 973 | |||||
68,631 | 61,271 | ||||||
Allowance for doubtful accounts | (1,054 | ) | (671 | ) | |||
Accounts receivable, net | $ | 67,577 | $ | 60,600 | |||
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Jun. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
INVESTMENTS | ' |
INVESTMENTS | |
Innovatix, LLC ("Innovatix") is a privately held limited liability company that provides group purchasing services to alternate site providers in specific classes of trade. The Company held 50% of the membership units in Innovatix at June 30, 2014 and 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 $6.9 million and $5.7 million at June 30, 2014 and 2013, respectively. The Company's 50% ownership share of Innovatix's net income included in equity in net income from unconsolidated affiliates in the accompanying consolidated statements of income is $17.0 million and $12.0 million for the year ended June 30, 2014 and 2013, respectively, all of which is included in the supply chain services segment. | |
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 total proceeds of approximately $38.4 million, resulting in a gain on sale of investment of an equal amount, as the Company accounted for its investment in GHX using the equity method of accounting and the Company's carrying value of its investment in GHX was zero at June 30, 2014. | |
These investments are included in Other Assets in the accompanying consolidated balance sheet. |
PROPERTY_AND_EQUIPMENT_NET_Not
PROPERTY AND EQUIPMENT, NET (Notes) | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY AND EQUIPMENT, NET | ' | |||||||
PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment, net consists of the following (in thousands): | ||||||||
June 30, | ||||||||
Useful life | 2014 | 2013 | ||||||
Capitalized software | 3-5 years | $ | 258,305 | $ | 209,481 | |||
Computer hardware | 3-5 years | 40,003 | 37,166 | |||||
Furniture and other equipment | 5 years | 7,624 | 6,816 | |||||
Leasehold improvements | Term of lease | 15,201 | 15,570 | |||||
321,133 | 269,033 | |||||||
Accumulated depreciation and amortization | (186,582 | ) | (153,446 | ) | ||||
Property and equipment, net | $ | 134,551 | $ | 115,587 | ||||
Depreciation and amortization expense related to property and equipment for the years ended June 30, 2014, 2013, and 2012 was $36.8 million, $27.7 million and $22.3 million, respectively. Unamortized capitalized software costs at June 30, 2014 and 2013 were $106.7 million and $84.1 million, respectively. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended | |||||||||
Jun. 30, 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 | — | 5,725 | 5,725 | |||||||
MEMdata acquisition | — | 4,152 | 4,152 | |||||||
Balance at June 30, 2014 | $ | 31,765 | $ | 62,686 | $ | 94,451 | ||||
Intangible assets, net consist of the following (in thousands): | ||||||||||
Weighted Average Useful Life | 30-Jun-14 | 30-Jun-13 | ||||||||
Identifiable intangible assets acquired: | ||||||||||
Technology | 5.0 years | $ | 20,257 | $ | 11,570 | |||||
Member relationships | 8.6 years | 6,830 | 6,260 | |||||||
Non-compete agreements | 3.0 years | 80 | — | |||||||
Trade names | 4.9 years | 3,990 | 3,700 | |||||||
5.8 years | 31,157 | 21,530 | ||||||||
Accumulated amortization | (20,302 | ) | (17,238 | ) | ||||||
Total identifiable intangible assets acquired, net | $ | 10,855 | $ | 4,292 | ||||||
Amortization expense of intangible assets was $3.1 million, $1.5 million and $3.1 million for the years ended June 30, 2014, 2013 and 2012, respectively. | ||||||||||
The estimated future amortization expense of intangible assets is as follows: | ||||||||||
Twelve Months Ending June 30, | ||||||||||
2015 | $ | 3,542 | ||||||||
2016 | 2,734 | |||||||||
2017 | 2,226 | |||||||||
2018 | 1,785 | |||||||||
2019 | 363 | |||||||||
Thereafter | 205 | |||||||||
Total amortization expense | $ | 10,855 | ||||||||
The net carrying value of intangible assets by segment is as follows (in thousands): | ||||||||||
30-Jun-14 | 30-Jun-13 | |||||||||
Supply Chain Services | $ | 1,392 | $ | 2,436 | ||||||
Performance Services | 9,463 | 1,856 | ||||||||
Total | $ | 10,855 | $ | 4,292 | ||||||
OTHER_ASSETS_Notes
OTHER ASSETS (Notes) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||
Other Assets Disclosure [Text Block] | ' | ||||||
OTHER ASSETS | |||||||
Other assets consist of the following (in thousands): | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Deferred compensation assets | $ | 32,873 | $ | 24,081 | |||
Investments | 7,895 | 6,676 | |||||
Deferred loan costs | 2,511 | — | |||||
Other | 729 | 752 | |||||
$ | 44,008 | $ | 31,509 | ||||
LINES_OF_CREDIT
LINES OF CREDIT (Line of Credit) | 12 Months Ended |
Jun. 30, 2014 | |
Line of Credit | ' |
Line of Credit Facility [Line Items] | ' |
LINES OF CREDIT | ' |
LINES OF CREDIT | |
On June 24, 2014, Premier LP, along with its wholly owned subsidiaries, Premier Supply Chain Improvement, Inc. (“PSCI”) and PHSI, as Co-Borrowers, Premier GP, and certain domestic subsidiaries of Premier GP, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer, other lenders from time to time party thereto, and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Book Managers, entered into an unsecured Credit Agreement, dated as of June 24, 2014 (the “Credit Agreement”). The Credit Agreement has a maturity date of June 24, 2019. | |
The new credit facility provides for borrowings of up to $750.0 million with (i) a $25.0 million subfacility for standby letters of credit and (ii) a $75.0 million subfacility for swingline loans. At our request, the credit facility may be increased from time to time up to an additional aggregate of $250.0 million, subject to the approval of the lenders providing such increase. The credit facility includes an unconditional and irrevocable guaranty of all obligations under the credit facility by Premier GP, certain domestic subsidiaries of Premier GP and future guarantors, if any. Premier is not a guarantor under the credit facility. | |
The new credit facility replaced our prior $100 million credit facility, which was terminated on the closing date of the new credit facility. The prior credit facility was scheduled to mature on December 16, 2014. At the time of its termination, there were no outstanding borrowings under the prior credit facility. | |
The new credit facility permits us to prepay amounts outstanding without premium or penalty provided, however, we are required to compensate the lenders for losses and expenses incurred as a result of the prepayment of any Eurodollar Rate Loan, as defined in the credit facility. Committed loans may be in the form of Eurodollar Rate Loans or Base Rate Loans, as defined in the credit facility, at our option. Eurodollar Rate Loans bear interest at the Eurodollar Rate (defined as the London Interbank Offer Rate, or LIBOR, plus the Applicable Rate (defined as a margin based on the Consolidated Total Leverage Ratio (as defined in the credit facility)). Base Rate Loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the Administrative Agent, the federal funds effective rate plus 0.50% or the one-month LIBOR plus 1.0%) plus the Applicable Rate. The Applicable Rate ranges from 1.125% to 1.75% for Eurodollar Rate Loans and 0.125% to 0.750% for Base Rate Loans. At June 30, 2014, the interest rate for three-month Eurodollar Rate Loans was 1.356% and the interest rate for Base Rate Loans was 3.375%. We are required to pay a commitment fee ranging from 0.125% to 0.250% per annum on the actual daily unused amount of commitments under the credit facility. At June 30, 2014, the commitment fee was 0.125%. | |
The credit facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments. Under the terms of the credit facility, Premier GP is not permitted to allow its Consolidated Total Leverage Ratio (as defined in the credit facility) to exceed 3.00 to 1.00 for any period of four consecutive fiscal quarters. In addition, Premier GP must maintain a minimum Consolidated Interest Coverage Ratio (as defined in the credit facility) of 3.00 to 1.00 at the end of every fiscal quarter. We were compliance with all such covenants at June 30, 2014. The credit facility also contains customary events of default including, among others, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults of any indebtedness or guarantees in excess of $30.0 million, bankruptcy and other insolvency events, judgment defaults in excess of $30.0 million, and the occurrence of a change of control (as defined in the credit facility). If any event of default occurs and is continuing, the Administrative Agent under the credit facility may, with the consent, or shall, at the request, of the required lenders, terminate the commitments and declare all of the amounts owed under the credit facility to be immediately due and payable. | |
Proceeds from borrowings under the credit facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions and other general corporate purposes. As of the June 30, 2014, we had no outstanding borrowings under our new credit facility. | |
On August 17, 2012, 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 June 30, 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 June 30, 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. | |
Amounts due under the S2S Global line of credit are included within the current portion of notes payable in the accompanying consolidated balance sheets. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
NOTES PAYABLE | ' | |||
NOTES PAYABLE | ||||
At June 30, 2014 and June 30, 2013, the Company had $20.0 million and $23.4 million, respectively, in non-interest bearing notes payable outstanding to departed member owners, of which $4.0 million and $4.2 million, respectively, are included in current portion of notes payable and line of credit and $15.8 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 paid in June 2014. At June 30, 2013, the Company had $3.2 million outstanding on this non-interest bearing notes payable which is included in current portion of notes payable and line of credit in the accompanying consolidated balance sheets. | ||||
Principal payments of notes payable are as follows (in thousands): | ||||
Twelve months ending June 30, | ||||
2015 | $ | 3,988 | ||
2016 | 2,164 | |||
2017 | 5,378 | |||
2018 | 7,995 | |||
2019 | 260 | |||
Thereafter | 254 | |||
Total principal payments | $ | 20,039 | ||
OTHER_LONGTERM_LIABILITIES_Not
OTHER LONG-TERM LIABILITIES (Notes) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||
OTHER LONG-TERM LIABILITIES | ' | ||||||
OTHER LONG-TERM LIABILITIES | |||||||
Other long-term liabilities consist of the following (in thousands): | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Accrued compensation | 834 | 5,278 | |||||
Reserve for uncertain tax positions | 1,438 | 759 | |||||
Other long-term liabilities | $ | 2,272 | $ | 6,037 | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||
Jun. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
COMMITMENTS AND CONTINGENCIES | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
The Company leases office space under operating leases. The office space leases provide for escalating rent payments during the lease terms. The Company recognizes rent expense on a straight-line basis over the lease term. Rent and associated operating expenses totaled $9.1 million, $8.5 million and $7.9 million for the years ended June 30, 2014, 2013 and 2012, respectively. | ||||
Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): | ||||
Year ending June 30: | ||||
2015 | $ | 7,937 | ||
2016 | 7,817 | |||
2017 | 8,017 | |||
2018 | 7,561 | |||
2019 | 8,412 | |||
Thereafter | 60,478 | |||
Total minimum lease payments | $ | 100,222 | ||
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. |
SEGMENTS
SEGMENTS | 12 Months Ended | ||||||||||||
Jun. 30, 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 | ||||||||||
30-Jun-14 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 464,837 | |||||||||||
Other services and support | 778 | ||||||||||||
Services | 465,615 | ||||||||||||
Products | 212,526 | ||||||||||||
Total Supply Chain Services | 678,141 | $ | 396,470 | $ | 1,482 | $ | 2,719 | ||||||
Performance Services | 232,408 | 73,898 | 33,467 | 50,655 | |||||||||
Corporate | — | (78,080 | ) | 4,874 | 2,366 | ||||||||
Total | $ | 910,549 | $ | 392,288 | $ | 39,823 | $ | 55,740 | |||||
30-Jun-13 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 519,219 | |||||||||||
Other services and support | 471 | ||||||||||||
Services | 519,690 | ||||||||||||
Products | 144,386 | ||||||||||||
Total Supply Chain Services | 664,076 | $ | 431,628 | $ | 1,254 | $ | 1,560 | ||||||
Performance Services | 205,214 | 56,456 | 24,007 | 35,740 | |||||||||
Corporate | — | (69,059 | ) | 3,959 | 5,127 | ||||||||
Total | $ | 869,290 | $ | 419,025 | $ | 29,220 | $ | 42,427 | |||||
Net Revenue | Segment Adjusted EBITDA | Depreciation & Amortization Expense | Capital Expenditures | ||||||||||
30-Jun-12 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 473,249 | |||||||||||
Other services and support | 1,296 | ||||||||||||
Services | 474,545 | ||||||||||||
Products | 116,484 | ||||||||||||
Total Supply Chain Services | 591,029 | $ | 385,331 | $ | 1,213 | $ | 199 | ||||||
Performance Services | 177,256 | 42,153 | 20,041 | 37,106 | |||||||||
Corporate | — | (67,875 | ) | 4,144 | 654 | ||||||||
Total | $ | 768,285 | $ | 359,609 | $ | 25,398 | $ | 37,959 | |||||
The following table presents total assets (in thousands) as utilized by the Company's chief operating decision maker. | |||||||||||||
Total Assets | |||||||||||||
June 30, 2014 | |||||||||||||
Supply Chain Services | $ | 373,746 | |||||||||||
Performance Services | 266,567 | ||||||||||||
Corporate | 606,343 | ||||||||||||
Total | $ | 1,246,656 | |||||||||||
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): | |||||||||||||
Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Segment Adjusted EBITDA | $ | 392,288 | $ | 419,025 | $ | 359,609 | |||||||
Depreciation and amortization | (36,761 | ) | (27,681 | ) | (22,252 | ) | |||||||
Amortization of purchased intangible assets | (3,062 | ) | (1,539 | ) | (3,146 | ) | |||||||
Acquisition related expenses (a) | (2,014 | ) | — | — | |||||||||
Strategic and financial restructuring expenses (b) | (3,760 | ) | (5,170 | ) | — | ||||||||
Stock-based compensation expense | (19,476 | ) | — | — | |||||||||
Adjustment to tax receivable agreement liability (c) | (6,215 | ) | — | — | |||||||||
Equity in net income of unconsolidated affiliates (d) | (16,976 | ) | (11,968 | ) | (12,122 | ) | |||||||
Deferred compensation plan expense | (1,972 | ) | — | — | |||||||||
Operating income | $ | 302,052 | $ | 372,667 | $ | 322,089 | |||||||
(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 adjustment to tax receivable agreement liability for the change in accounting method with the Internal Revenue Service related to a change in accounting method from previous years. | ||||||||||||
(d) | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. |
REDEEMABLE_LIMITED_PARTNERS_CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Temporary Equity Disclosure [Abstract] | ' | ||||||||||||
REDEEMABLE LIMITED PARTNERS' CAPITAL | ' | ||||||||||||
REDEEMABLE LIMITED PARTNERS' CAPITAL | |||||||||||||
At June 30, 2013, redeemable limited partners' capital represents the limited partners' 99% ownership of Premier LP. 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 partner's 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 of Premier LP. 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 June 30, 2014. The limited partners hold the majority of the votes of the board of directors and any redemption or transfer or choice of consideration cannot be assumed to be within the control of the Company. As such, classification outside of permanent equity is still 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 June 30, 2014. As previously discussed, the Company records redeemable limited partners' capital at the greater of the book value or redemption amount per the LP Agreement that the Company calculates as the fair value of all Class B common units, as if immediately exchangeable into Class A common shares. | |||||||||||||
The table below shows the changes in the redeemable limited partners' capital classified as temporary equity from June 30, 2011 to June 30, 2014 (in thousands): | |||||||||||||
Receivables From Limited Partners | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive Income (Loss) | Total Redeemable Limited Partners' Capital | ||||||||||
June 30, 2011 | $ | (7,269 | ) | $ | 264,725 | $ | 3 | $ | 257,459 | ||||
Issuance of redeemable limited partnership interest for notes receivable | (774 | ) | 774 | — | — | ||||||||
Distributions applied to receivables from limited partners | 3,085 | (1,214 | ) | — | 1,871 | ||||||||
Repurchase of redeemable limited partnership interest | — | (2,896 | ) | — | (2,896 | ) | |||||||
Net income attributable to Premier LP | — | 323,339 | — | 323,339 | |||||||||
Distributions to limited partners | — | (300,194 | ) | — | (300,194 | ) | |||||||
Net unrealized loss on marketable securities | — | — | (66 | ) | (66 | ) | |||||||
June 30, 2012 | $ | (4,958 | ) | $ | 284,534 | $ | (63 | ) | $ | 279,513 | |||
Issuance of redeemable limited partnership interest for notes receivable | (61,859 | ) | 61,859 | — | — | ||||||||
Receipts on receivables from limited partners | 8,143 | — | — | 8,143 | |||||||||
Distributions applied to receivables from limited partners | 2,103 | (380 | ) | — | 1,723 | ||||||||
Repurchase of redeemable limited partnership interest | — | (14,268 | ) | — | (14,268 | ) | |||||||
Net income attributable to Premier LP | — | 369,189 | — | 369,189 | |||||||||
Distributions to limited partners | — | (336,715 | ) | — | (336,715 | ) | |||||||
Net unrealized loss on marketable securities | — | — | 50 | 50 | |||||||||
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 | 33,586 | (28,009 | ) | — | 5,577 | ||||||||
Repurchase of redeemable limited partnership interest | — | (1,781 | ) | — | (1,781 | ) | |||||||
Net income attributable to Premier LP | — | 303,336 | — | 303,336 | |||||||||
Distributions to limited partners | — | (348,277 | ) | — | (348,277 | ) | |||||||
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 | — | — | 163 | 163 | |||||||||
Adjustment to redemption amount | — | 2,741,588 | — | 2,741,588 | |||||||||
30-Jun-14 | $ | (18,139 | ) | $ | 3,262,666 | $ | 147 | $ | 3,244,674 | ||||
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 so that 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 year ended June 30, 2014. | |||||||||||||
During the year ended June 30, 2014, one limited partner withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's 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 then existing limited partnership agreement, the amount of actual cash distributed may have been 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 30, 2013 attributable to income generated through June 30, 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. During the three months ended December 31, 2013, Premier LP distributed cash of $72.6 million to its limited partners attributable to income generated through September 30, 2013. | |||||||||||||
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 May 29, 2014 to its limited partners of $21.4 million and a quarterly distribution on February 27, 2014 to its limited partners of $17.4 million. Each distribution was equal to the previous fiscal quarter's total taxable income for Premier LP multiplied by the effective combined federal, state and local income tax rate. | |||||||||||||
Premier LP made a quarterly distribution on August 28, 2014 to its limited partners of $22.4 million, which is reflected as a liability as of June 30, 2014 in the accompanying consolidated balance sheets. Consistent with the Company's discretionary distribution policy prior to the Reorganization and IPO, the Company had no such distribution payable at June 30, 2013. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 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, 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. |
PENSIONS_AND_OTHER_POSTRETIREM
PENSIONS AND OTHER POST-RETIREMENT BENEFITS (Notes) | 12 Months Ended |
Jun. 30, 2014 | |
Postemployment Benefits [Abstract] | ' |
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | ' |
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | |
The Company has a defined contribution pension plan and a 401(k) retirement savings plan (the 401(k) plan) which cover employees who meet certain age and service requirements. | |
The pension plan provides for monthly contributions of 5% of the participant's compensation, not to exceed certain limits. Pension expense, included in selling, general and administrative expenses in the accompanying consolidated statements of income, was $8.2 million, $7.5 million and $6.9 million for the years ended June 30, 2014, 2013 and 2012, respectively. | |
The 401 (k) plan provides for monthly employee contributions of up to 20% and matching monthly employer contributions up to 4% of the participant's compensation, not to exceed certain limits. The 401(k) expense, included in selling, general and administrative expenses in the accompanying consolidated statements of income, was $6.8 million, $6.2 million and $5.5 million for the years ended June 30, 2014, 2013 and 2012, respectively. | |
The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions, in excess of the tax limits applicable to the pension and 401(k) plans (see Note 3). |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | |||
Jun. 30, 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 $19.5 million for the year ended June 30, 2014, with a resulting deferred tax benefit of $7.4 million, respectively, calculated at a rate of 38%. At June 30, 2014, there was $45.9 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 2.01 years. There was no stock compensation expense for the year ended June 30, 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 June 30, 2014, there were 7,667,266 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 year ended June 30, 2014, an additional 31,895 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 $32.59. | ||||
During the year ended June 30, 2014, 1,042 restricted stock units vested on a pro-rata basis related to qualifying terminations and 27,996 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 year ended June 30, 2014, 2,748 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, beginning on June 30, 2014. | ||||
During the year ended June 30, 2014, 6,708 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'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. | ||||
On August 29, 2014, Premier granted 140,054 restricted stock units and 269,840 performance share awards to certain executive and non-executive level employees, with a grant date fair value of $31.58 per share. On August 29, 2014, Premier granted 636,342 stock options to certain executive and non-executive level employees, with an exercise price of $31.58 per share, which equals the fair market value of a share of Premier's common stock on the grant date. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||
Jun. 30, 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. | ||||||||||
Significant components of the consolidated expense/(benefit) for income taxes are as follows, (in thousands): | ||||||||||
June 30, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | 14,331 | $ | 5,690 | $ | 9,944 | ||||
State | 3,558 | 778 | 1,138 | |||||||
Total current expense | 17,889 | 6,468 | 11,082 | |||||||
Deferred: | ||||||||||
Federal | 8,832 | 2,858 | (2,524 | ) | ||||||
State | 988 | 400 | (329 | ) | ||||||
Total deferred expense (benefit) | 9,820 | 3,258 | (2,853 | ) | ||||||
Provision for income taxes | $ | 27,709 | $ | 9,726 | $ | 8,229 | ||||
The Company's effective income tax rate differs from income taxes recorded at the statutory rate primarily due to partnership income not subject to federal income taxes, state and local taxes, and nondeductible expenses. A reconciliation of the amount at the statutory federal income tax rate to the actual tax expense is as follows, (in thousands). | ||||||||||
June 30, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Computed tax expense | $ | 126,115 | $ | 134,684 | $ | 117,214 | ||||
Partnership income (federal) not subject to tax to the Company | (109,445 | ) | (126,703 | ) | (110,739 | ) | ||||
State taxes (net of federal benefit) | 2,136 | 1,023 | 829 | |||||||
Meals & entertainment and other permanent items | 972 | 1,770 | 881 | |||||||
Research & development credits | (639 | ) | (1,725 | ) | (250 | ) | ||||
Uncertain tax positions | 579 | 281 | 28 | |||||||
Gain on intercompany sale of Premier Plans, LLC | 11,908 | — | — | |||||||
Change in valuation allowance | (3,150 | ) | — | — | ||||||
Other | (767 | ) | 396 | 266 | ||||||
Provision for income taxes | $ | 27,709 | $ | 9,726 | $ | 8,229 | ||||
Effective income tax rate | 7.7 | % | 2.5 | % | 2.5 | % | ||||
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. | ||||||||||
Federal tax years ended June 30, 2013, 2012, and 2011 have not been examined by the Internal Revenue Service ("IRS") and remain open as of June 30, 2014. The Company believes it has recorded adequate taxes for positions taken which may be challenged upon IRS examination. | ||||||||||
The Company has federal net operating loss carryforwards that will be available to offset federal taxable income of PHSI and its consolidated subsidiaries. These loss carryforwards are subject to an annual limitation of approximately $1.4 million under the provisions of IRC Section 382. At June 30, 2014, the Company had federal net operating loss carryforwards of $9.3 million that will begin expiring on June 30, 2017 unless utilized. At June 30, 2014, the Company had state net operating loss carryforwards of $5.5 million that will begin expiring on June 30, 2015, and PSCI had state net operating loss carryforwards of $8.9 million that will begin expiring on June 30, 2016, unless utilized, based on each respective state's regulations regarding carryforward limitations. | ||||||||||
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and the liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company annually assesses whether a valuation allowance is necessary against net deferred tax assets. Based on the Company's assessment, we have concluded that it is more likely than not that all of the deferred tax assets will be realized, except for certain state net operating losses as of June 30, 2014 that are expected to expire. Accordingly, as of June 30, 2014 and 2013, the Company has recognized net deferred tax assets of $296.6 million and $23.5 million, respectively. The significant increase in deferred tax assets is the result of intangible assets acquired in connection with the Reorganization and IPO. | ||||||||||
Significant components of the Company's deferred tax assets and liabilities are as follows, (in thousands). | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets, current | ||||||||||
Accrued expenses and other | $ | 6,617 | $ | 6,353 | ||||||
Accrued vacation | 3,030 | 2,900 | ||||||||
Total current deferred tax assets | 9,647 | 9,253 | ||||||||
Valuation allowance for deferred tax assets | — | (850 | ) | |||||||
Net current deferred tax assets | 9,647 | 8,403 | ||||||||
Deferred tax asset, noncurrent | ||||||||||
Partnership basis differences in Premier LP | 271,404 | — | ||||||||
Stock compensation | 7,449 | — | ||||||||
Accrued expenses | 13,690 | 13,131 | ||||||||
Net operating losses | 3,929 | 4,429 | ||||||||
Other | 2,728 | 9,596 | ||||||||
Total deferred tax assets | 299,200 | 27,156 | ||||||||
Valuation allowance for deferred tax assets | (470 | ) | (2,869 | ) | ||||||
Net noncurrent deferred tax assets | 298,730 | 24,287 | ||||||||
Deferred tax liability, noncurrent | ||||||||||
Purchased intangible assets and depreciation | (11,794 | ) | (9,210 | ) | ||||||
Total net noncurrent deferred tax assets | 286,936 | 15,077 | ||||||||
Net deferred tax asset | $ | 296,583 | $ | 23,480 | ||||||
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 Reorganization and IPO. The Company also recorded $186.1 million in tax receivable agreement liabilities representing 85% of the tax savings that the Company expects to receive in connection with the Section 754 election. In June 2014, Premier LP received approval for a tax accounting method change that resulted in deferred tax assets increasing by $2.4 million to $285.4 million. The Company also recorded an additional $6.2 million in tax receivable agreement liabilities to the existing $186.1 million which results in $192.3 million in tax receivable agreement liabilities as of June 30, 2014. Both resulted from additional basis differences due to the accounting method change. The original recording of deferred tax assets was offset by the tax receivable liabilities with the resulting difference recorded to paid-in-capital. The adjustment to deferred tax assets and liabilities resulted in a $2.4 million reduction to tax expense that is not anticipated to occur in the future. | ||||||||||
A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the fiscal years ended June 30, 2014 and June 30, 2013 are as follows: | ||||||||||
June 30, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Beginning of year balance | $ | 759 | $ | 478 | $ | 450 | ||||
Increases in prior period tax positions | 353 | — | — | |||||||
Decreases in prior period tax positions | (253 | ) | — | — | ||||||
Increases in current period tax positions | 579 | 281 | 28 | |||||||
End of year balance | 1,438 | 759 | 478 | |||||||
The total reserve for uncertain tax positions that affect the Company’s effective tax rate is approximately $1.4 million, $0.8 million, and $0.5 million as of June 30, 2014, 2013 and 2012, respectively. It is expected that the reserves will change in the next twelve months; however, the Company does not expect the changes in its reserve to have a material impact on its financial statements. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
EARNINGS PER SHARE | ' | |||||||||||
EARNINGS (LOSS) PER SHARE | ||||||||||||
Basic earnings per share of Premier is computed by dividing net (loss) income 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 (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount reflects 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 per share and diluted earnings per share (in thousands): | ||||||||||||
Year Ended June 30, | ||||||||||||
2014 (d) | 2013 (e) | 2012 (e) | ||||||||||
Numerator for Basic and Diluted Income Per Share: | ||||||||||||
Net (loss) income attributable to shareholders after adjustment of redeemable partners' capital to redemption amount | $ | (2,713,256 | ) | $ | 7,376 | $ | 3,937 | |||||
Denominator for basic income per share weighted average shares(a) | 25,633 | 5,858 | 6,183 | |||||||||
Effect of dilutive securities:(b) | ||||||||||||
Stock options | — | — | — | |||||||||
Restricted stock units (c) | — | — | — | |||||||||
Denominator for diluted income per share-adjusted: | ||||||||||||
Weighted average shares and assumed conversions | 25,633 | 5,858 | 6,183 | |||||||||
Basic net (loss) income per share: | ||||||||||||
Basic net (loss) income from assumed conversions | $ | (105.85 | ) | $ | 1.26 | $ | 0.64 | |||||
Diluted net (loss) income per share: | ||||||||||||
Diluted net (loss) income from continuing operations | $ | (105.85 | ) | $ | 1.26 | $ | 0.64 | |||||
(a) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the twelve months ended June 30, 2014. | ||||||||||||
(b) | The conversion of 112,510,905 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 period presented. | |||||||||||
(c) | The conversion of 124 Class A common shares was excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period presented. | |||||||||||
(d) 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 June 30, 2014. | ||||||||||||
(e) The weighted average shares calculations are based on the PHSI common shares outstanding for the twelve months ended June 30, 2013 and 2012. | ||||||||||||
As a result of the consummation of the Reorganization and IPO, effective October 1, 2013, earnings per share is not comparable for all periods presented. In addition, the earnings per share for the twelve months ended June 30, 2014 may not be indicative of prospective earnings (loss) per share information. |
QUARTERLY_FINANCIAL_DATA_UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) (Notes) | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||
Quarterly Financial Data (Unaudited) | ' | |||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||
Unaudited summarized financial data by quarter for the years ended June 30, 2014 and 2013 (in thousands, except per share data): | ||||||||||||
First | Second | Third | Fourth | |||||||||
Quarter (a) | Quarter (b) | Quarter (c) | Quarter | |||||||||
Fiscal 2014 | ||||||||||||
Net revenue | $ | 240,576 | $ | 208,909 | $ | 225,598 | 235,466 | |||||
Gross profit | 173,050 | 136,172 | 144,474 | 149,228 | ||||||||
Net income | 112,528 | 51,477 | 101,980 | 66,632 | ||||||||
Net income attributable to noncontrolling interest | (113,004 | ) | (45,073 | ) | (88,455 | ) | (57,753 | ) | ||||
Net (loss) income attributable to shareholders | (476 | ) | 6,404 | 13,525 | 8,879 | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | — | (3,719,812 | ) | 495,714 | 482,510 | |||||||
Net (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital redemption amount | (476 | ) | (3,713,408 | ) | 509,239 | 491,389 | ||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 5,627 | 32,375 | 32,375 | 32,375 | ||||||||
Diluted | 5,627 | 32,375 | 32,556 | 32,569 | ||||||||
Net income (loss) per share attributable to shareholders: | ||||||||||||
Basic | $ | (0.08 | ) | $ | (114.70 | ) | $ | 15.73 | 15.18 | |||
Diluted | $ | (0.08 | ) | $ | (114.70 | ) | $ | 15.64 | 15.09 | |||
(a) Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. | ||||||||||||
(b) | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | |||||||||||
(c) | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. | |||||||||||
Redeemable limited partners' capital for the third quarter of the fiscal year ended June 30, 2014 has been adjusted by approximately $21.4 million from $517.1 million as reported in the prior period to $495.7 million as reported herein to correct an immaterial classification difference between redeemable limited partners' capital and (accumulated deficit) retained earnings. This adjustment decreased both basic and diluted net income per share attributable to shareholders by $0.66 from $16.39 and $16.30, respectively, as reported in the prior period, to $15.73 and $15.64, respectively, as reported herein. The impact of this adjustment is deemed immaterial to the interim consolidated financial statements for the prior period. There was no impact to any annual period. | ||||||||||||
First | Second | Third | Fourth | |||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||
Fiscal 2013 | ||||||||||||
Net revenue | 198,566 | 206,425 | 223,698 | 240,601 | ||||||||
Gross profit | 144,334 | 148,249 | 162,105 | 177,189 | ||||||||
Net income | 85,067 | 85,381 | 101,142 | 103,496 | ||||||||
Net income attributable to noncontrolling interest | (82,811 | ) | (83,390 | ) | (97,216 | ) | (104,293 | ) | ||||
Net income (loss) attributable to shareholders | 2,256 | 1,991 | 3,926 | (797 | ) | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | — | — | — | — | ||||||||
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital redemption amount | 2,256 | 1,991 | 3,926 | (797 | ) | |||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 6,090 | 6,040 | 5,757 | 5,733 | ||||||||
Diluted | 6,090 | 6,040 | 5,757 | 5,733 | ||||||||
Net income (loss) per share attributable to shareholders: | ||||||||||||
Basic | $ | 0.37 | $ | 0.33 | $ | 0.68 | (0.14 | ) | ||||
Diluted | $ | 0.37 | $ | 0.33 | $ | 0.68 | (0.14 | ) | ||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
GNYHA Services, Inc. ("GNYHA") converted from a non‑owner member to a member owner effective January 1, 2013. GNYHA and its member organizations owned approximately 12% of the outstanding partnership interests in Premier LP as of June 30, 2014. Net administrative fees revenue recorded with GNYHA and its member organizations was $62.0 million and $47.4 million for the year ended June 30, 2014 and 2013, respectively. In addition, $14.1 million and $8.9 million were recorded during the year ended June 30, 2014 and 2013, respectively, for services and support revenue. Receivables from GNYHA and its member organizations, included in due from related party in the accompanying consolidated balance sheets, were $0.6 million and $1.1 million as of June 30, 2014 and June 30, 2013, respectively. In addition, approximately $6.8 million of revenue share obligations in the accompanying consolidated balance sheets relate to revenue share obligations to GNYHA and its member organizations at June 30, 2014. Of the $22.4 million limited partners' distribution payable in the accompanying consolidated balance sheets as of June 30, 2014, $3.2 million is payable to GNYHA and its member organizations. | |
The Company's 50% ownership share of Innovatix's net income included in other income (expense), net, in the accompanying consolidated statements of income is $17.0 million and $12.0 million for the year ended June 30, 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 $35.0 million and $31.9 million for the year ended June 30, 2014 and 2013, respectively. At June 30, 2014 and June 30, 2013, the Company had revenue share obligations to Innovatix of $3.7 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 $4.9 million and $4.6 million for the year ended June 30, 2014 and 2013, respectively, and annual incentive management fees of $0.4 million and $0.4 million for the year ended June 30, 2014 and 2013, respectively. As of June 30, 2014 and June 30, 2013, $0.6 million and $0.0 million, respectively, in amounts payable by AEIX are included in due from related party in the accompanying consolidated balance sheets. |
SUBSEQUENT_EVENTS_Notes
SUBSEQUENT EVENTS (Notes) | 12 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
On August 5, 2014, the Company announced an agreement to acquire TheraDoc, Inc., a provider of clinical surveillance software. The acquisition closed on September 1, 2014 and was funded on September 2, 2014. The aggregate cash purchase price was $117.0 million, subject to adjustment based on working capital, cash and cash equivalents and indebtedness of TheraDoc at the closing date. The Company funded the acquisition with available cash on hand. | |
On August 25, 2014, the Company signed a definitive agreement and plan of merger to acquire Aperek, Inc. (formerly Mediclick), a SaaS-based (software-as-a-service) supply chain solutions company focused on purchasing workflow and analytics for $48.5 million, subject to potential purchase price adjustments based on Aperek's working capital at closing. The merger was closed on August 29, 2014 and was funded with available cash on hand. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts (Notes) | 12 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||
Schedule II Valuation and Qualifying Accounts | ' | ||||||||||
Schedule II Valuation and Qualifying Accounts | |||||||||||
Years Ended June 30, 2014, 2013 and 2012 | |||||||||||
(in thousands) | |||||||||||
Beginning Balance | Additions/(Reductions) to Expense or Other Accounts | Deductions | Ending Balance | ||||||||
Year ended June 30, 2014 | |||||||||||
Allowance for doubtful accounts | $ | 671 | 499 | 116 | $ | 1,054 | |||||
Deferred tax assets valuation allowance | $ | 3,719 | (3,249 | ) | — | $ | 470 | ||||
Year ended June 30, 2013 | |||||||||||
Allowance for doubtful accounts | $ | 2,120 | (1,148 | ) | 301 | $ | 671 | ||||
Deferred tax assets valuation allowance | $ | 3,490 | 229 | — | $ | 3,719 | |||||
Year ended June 30, 2012 | |||||||||||
Allowance for doubtful accounts | $ | 2,010 | 383 | 273 | $ | 2,120 | |||||
Deferred tax assets valuation allowance | $ | 3,827 | (337 | ) | — | $ | 3,490 | ||||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
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. Refer to Note 2 for further information related to the IPO and the Reorganization. | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, 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 periods shown, including normal recurring adjustments. | |
The Company has reclassified certain prior period amounts to be consistent with the current period presentation in the accompanying consolidated financial statements and corrected certain classification differences in the consolidated statements of cash flows. For the year ended June 30, 2013, the Company has presented $3 million in costs associated with the IPO as financing rather than operating activities. | |
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. | |
Cash and Cash Equivalents | ' |
Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. | |
Concentration of Credit Risk | ' |
Financial instruments that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables and marketable securities. Receivables consist primarily of amounts due from hospital and healthcare system members for services and products. | |
Allowance for Doubtful Accounts | ' |
The Company maintains an allowance for doubtful accounts. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a member's ability to pay. Provisions for the allowance for doubtful accounts attributed to bad debt are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income. | |
Fair Value of Financial Instruments | ' |
The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: | |
Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market; | |
Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; | |
Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |
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 months to five years from the date of purchase. Marketable securities, classified as available-for-sale, are carried at fair market value, with the unrealized gains and losses on such investments reported in comprehensive income as a separate component of stockholders' (deficit) equity or redeemable limited partners' capital as appropriate. Realized gains and losses, and other-than-temporary declines in investments, are included in other income, net in the accompanying consolidated statements of income. The Company uses the specific-identification method to determine the cost of securities sold. The Company does not hold publicly traded equity investments. | |
Inventories | ' |
Inventories consisting of medical products and other non-pharmaceutical products are stated at the lower of cost or market on an average cost basis. Inventories consisting of pharmaceuticals and pharmaceutical-related products are stated at the lower of cost or market on a first-in, first-out basis. Management determines the inventory reserve by regularly reviewing and evaluating individual inventory items. Inventory is written off when deemed obsolete or unsellable by management. | |
Investments | ' |
The Company uses the cost method to account for investments in businesses that are not publicly traded and for which the Company does not control or have the ability to exercise significant influence over operating and financial policies. In accordance with the cost method, these investments are recorded at the lower of cost or fair value, as appropriate. | |
Investments held by the Company in businesses that are not publicly traded and for which the Company has the ability to exercise significant influence over operating and financial management are accounted for under the equity method. In accordance with the equity method, these investments are originally recorded at cost and are adjusted for the Company's proportionate share of earnings, losses and distributions. | |
The Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired. Gains and losses are recognized when realized. | |
Property and Equipment, Net | ' |
Property and equipment is stated at cost. Depreciation is calculated based upon estimated useful lives ranging from three to five years, using the straight-line method. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the lease term. | |
Software Development Costs | ' |
Costs to develop internal use computer software during the application development stage are capitalized. Internal use capitalized software costs are included in property and equipment, net in the accompanying consolidated balance sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue in the accompanying consolidated statements of income. | |
Deferred Compensation Plan Assets and Related Liabilities | ' |
The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company's 401(k) plan. | |
Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company. The amounts deferred are invested in assets at the direction of the employee. | |
The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are used to fund the deferred compensation liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. | |
Goodwill | ' |
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized. The Company performs its annual goodwill impairment testing on the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test. | |
Under the accounting rules, the Company can elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company's most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any. | |
Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. In performing the first step, we determine the fair value of a reporting unit using a discounted cash flow analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on our most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. | |
If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. | |
Intangible Assets and Other Long-Lived Assets | ' |
Intangible assets consist of acquired technology, customer relationships and trade names, and are amortized over their estimated useful lives. | |
The Company evaluates long-lived assets, such as intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. | |
The amount of impairment, if any, is measured based on the fair value of the assets as compared to their carrying value | |
Income Taxes | ' |
The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized. | |
The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company's tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax and interest assessments by these taxing authorities. | |
In determining the Company's tax expense for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless it is determined to be "more likely than not" that such tax positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return if it believes it is "more likely than not" that such tax positions would be sustained. There is considerable judgment involved in determining whether it is "more likely than not" that positions taken on the tax returns would be sustained. | |
The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax accruals and related estimated interest charges that are considered appropriate. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense. | |
Redeemable Limited Partner's Capital | ' |
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 after considering any IPO procceds received and the fair market value of the Class A common stock of the Company on the date of the termination with 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). | |
Tax Receivable Agreement | ' |
The Company records a liability related to the tax receivable agreements based on 85% of the estimated amount of tax savings the Company expects to receive, generally over a 15-year period, in connection with the additional tax benefits created in connection with the Reorganization and IPO. Tax payments under the tax receivable agreements will be made to our member owners as we realize tax benefits attributable to the initial purchase of Class B common units from the member owners in the Reorganization and IPO and any subsequent exchanges of Class B common units into Class A common stock or cash between us and the member owners. Determining the estimated amount of tax savings we expect to receive requires judgment as deductibility of goodwill amortization expense is not assured and the estimate of tax savings is dependent upon the actual realization of the tax benefit and the tax rates in effect at that time. | |
Changes in the estimated tax receivable agreement liability are recorded in selling, general and administrative expense in the consolidated statements of income. | |
Revenue Recognition | ' |
Net Revenue | |
Net revenue consists of (i) service revenue which includes net administrative fees revenue and other services and support revenue and (ii) product revenue. Net administrative fees revenue consists of net GPO administrative fees in the supply chain segment. Other services and support revenue consists primarily of fees generated by the performance services segment in connection with the Company's SaaS informatics products subscriptions, advisory services and performance improvement collaborative subscriptions. Product revenue consists of specialty pharmacy and direct sourcing product sales, which are included in the supply chain segment. The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the fee is fixed or determinable, (iii) services have been rendered and payment has been contractually earned, and (iv) collectability is reasonably assured. | |
Net Administrative Fees Revenue | |
Net administrative fees revenue is generated through administrative fees received from suppliers based on the total dollar volume of supplies purchased by the Company's members in connection with its GPO programs. | |
The Company, through its group purchasing program, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are recognized as revenue in the period in which the respective supplier reports member purchasing data, usually a month or a quarter in arrears of actual member purchase activity. The supplier report proves that the delivery of product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectability is reasonably assured. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. | |
The Company pays a revenue share equal to a percentage of gross administrative fees that the Company collects based upon purchasing by such members and their owned, leased, managed or affiliated facilities through its GPO supplier contracts. Revenue share is recognized according to the members' contractual agreements with the Company as the related administrative fees revenue is recognized. Considering GAAP relating to principal/agent considerations under revenue recognition, revenue share is recorded as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue amount, which amount is included in service revenue in the accompanying consolidated statements of income. | |
Other Services and Support Revenue | |
Performance services revenue consists of SaaS informatics products subscriptions, performance improvement collaborative and other service subscriptions, professional fees for advisory services, and insurance services management fees and commissions from group-sponsored insurance programs. | |
SaaS informatics subscriptions include the right to use the Company's proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, quality and safety, population health management and provider analytics. Pricing varies by application and size of healthcare system. Informatics subscriptions are generally three to five year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set and, in certain cases, the installation of member site-specific software, in order to access and transfer member data into the Company's hosted SaaS informatics products. Implementation is generally 110 to 160 days following contract execution before the SaaS informatics products can be fully utilized by the member. | |
Revenue from performance improvement collaboratives and other service subscriptions that support the Company's offerings in cost management, quality and safety and population health management is recognized over the service period, which is generally one year. | |
Professional fees for advisory services are sold under contracts, the terms of which vary based on the nature of the engagement. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed and deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, revenue recognition occurs when the fees are fixed and determinable and all contingencies, including any refund rights, have been satisfied. | |
Insurance services management fees are recognized in the period in which such services are provided. Commissions from group sponsored insurance programs are recognized over the term of the insurance policies, generally one year. | |
Certain administrative and/or patient management specialty pharmacy services are provided in situations where prescriptions are sent back to member health systems for dispensing. Additionally, the Company derives revenue from pharmaceutical manufacturers for providing patient education and utilization data. Revenue is recognized as these services are provided. | |
Product Revenue | |
Specialty pharmacy revenue is recognized when a product is accepted and is recorded net of the estimated contractual adjustments under agreements with Medicare, Medicaid and other managed care plans. Payments for the products provided under such agreements are based on defined allowable reimbursements rather than on the basis of standard billing rates. The difference between the standard billing rate and allowable reimbursement rate results in contractual adjustments which are recorded as deductions from net revenue. | |
Direct sourcing revenue is recognized once the title and risk of loss of medical products have been transferred to members. | |
Multiple Deliverable Arrangements | |
The Company occasionally enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions and advisory services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. Revenue is allocated to the individual elements within the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE"), third-party evidence ("TPE") or the estimated selling price ("ESP"), provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement. The Company establishes VSOE, TPE, or ESP for each element of a service arrangement based on the price charged for a particular element when it is sold separately in a stand-alone arrangement. All deliverables which are fixed and determinable are recognized according to the revenue recognition methodology described above. | |
Certain arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, the Company allocates only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element's revenue recognition policy. | |
Performance Guarantees | |
On limited occasions, the Company may enter into an agreement which provides for guaranteed performance levels to be achieved by the member over the term of the agreement. In situations with significant performance guarantees, the Company defers revenue recognition until the amount is fixed and determinable and all contingencies, including any refund rights, have been satisfied. In the event that guaranteed savings levels are not achieved, the Company may have to pay the difference between the savings that were guaranteed and the actual achieved savings. | |
Deferred Revenue | |
Deferred revenue consists of unrecognized revenue related to advanced member invoicing or member payments received prior to fulfillment of the Company's revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred advisory fees. Subscription fees for company-hosted SaaS applications are deferred until the member's unique data records have been incorporated into the underlying software database, or until member site-specific software has been implemented and the member has access to the software. Deferred advisory fees arise when cash is received from members prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the advisory fees are deferred until the performance target is met. | |
Cost of Revenue | ' |
Cost of service revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including advisory services to members and implementation services related to SaaS informatics products. Cost of service revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internal use software. | |
Cost of product revenue consists of purchase and shipment costs for specialty pharmaceuticals and direct sourced medical products. | |
Selling, General and Administrative Expenses | ' |
Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees and indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, and other general overhead expenses. | |
Research and Development Expenses | ' |
Research and development expenses consist of employee-related compensation and benefits expenses, and third-party consulting fees of technology professionals, incurred to develop, support and maintain the Company's software-related products and services. | |
Amortization of Purchased Intangible Assets | ' |
Amortization of purchased intangible assets includes the amortization of all identified intangible assets resulting from acquisitions. | |
Advertising Costs | ' |
Advertising costs are expensed as incurred. Advertising costs are reflected in selling, general and administrative expenses in the accompanying consolidated statements of income | |
Comprehensive Income | ' |
Comprehensive income includes all changes in stockholders' equity during a period from non-owner sources. Net income and other comprehensive income, including unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income. | |
Basic and Diluted Earnings per Share | ' |
Basic earnings per share ("EPS") is calculated by dividing net income by the number of weighted average common shares outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is computed by dividing net income by the number of weighted average common shares increased by the dilutive effects of potential common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method. Common stock subscribed is included in the calculation of basic EPS, since the subscribed shares have full voting and dividend participation rights on the day of subscription. | |
Recently Adopted and Issued Accounting Standards | ' |
Recently Adopted Accounting Standards | |
In February 2013, the FASB issued an ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires presentation of information about significant amounts reclassified from each component of accumulated other comprehensive income, the sources of the items reclassified, and the income statement lines affected, either parenthetically on the face of the financial statements or in the notes to the financial statements. The adoption of this accounting standard during the year ended June 30, 2014 had no significant impact on the Company's consolidated financial statements or related disclosures. | |
Recently Issued Accounting Standards | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the update is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The update allows for either full retrospective or modified retrospective adoption. The Company is currently evaluating the transition method that will be elected as well as the impact of the adoption of the update on its consolidated financial statements and related disclosures. |
INITIAL_PUBLIC_OFFERING_AND_RE1
INITIAL PUBLIC OFFERING AND REORGANIZATION (Tables) | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Initial Public Offering and Reorganization [Abstract] | ' | ||||
Pro forma financial information for Reorganization and Initial Public Offering | ' | ||||
The following table presents the adjustments to the balance sheet upon the consummation of the Reorganization and IPO 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 agreements | $ | 6,966 | -3 | ||
Total current liabilities | 6,966 | ||||
Payable pursuant to tax receivable agreements, 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 agreements 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 agreements) 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 adjustments give effect to the Section 754 election and the tax receivable agreements 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 agreements 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 agreements 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. | ||||
• | Upon the Reorganization and IPO, the cumulative adjustments of $186.1 million, of which $7.0 million was expected to be paid over the next 12 months, and was 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 agreements. | ||||
• | 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 agreements) 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 LP 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 agreements 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. |
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended | |||
Jun. 30, 2014 | ||||
MEMdata, LLC | ' | |||
Business Acquisition [Line Items] | ' | |||
Schedule of the Purchase Price of Assets Acquired and Liabilities 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 | $ | 164 | ||
Intangible assets acquired | 1,890 | |||
Goodwill | 4,152 | |||
Total | $ | 6,206 | ||
Meddius | ' | |||
Business Acquisition [Line Items] | ' | |||
Schedule of the Purchase Price of Assets Acquired and Liabilities 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 | $ | 217 | ||
Intangible assets acquired | 2,165 | |||
Goodwill | 5,725 | |||
Total | $ | 8,107 | ||
SYMMEDRx | ' | |||
Business Acquisition [Line Items] | ' | |||
Schedule of the Purchase Price of Assets Acquired and Liabilities Assumed | ' | |||
The allocation of the 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 | ||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 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) | |||||||||
June 30, 2014 | |||||||||||||
Cash equivalents | $ | 64,207 | $ | 64,207 | $ | — | $ | — | |||||
Commercial paper | 33,572 | — | 33,572 | — | |||||||||
U.S. government debt securities | 116,744 | — | 116,744 | — | |||||||||
Corporate debt securities | 166,452 | — | 166,452 | — | |||||||||
Asset-backed securities | 91,851 | — | 91,851 | — | |||||||||
Deferred compensation plan assets (a) | 33,256 | 33,256 | — | — | |||||||||
Total assets | $ | 506,082 | $ | 97,463 | $ | 408,619 | $ | — | |||||
June 30, 2013 | |||||||||||||
Cash equivalents | $ | 170,510 | $ | 170,510 | $ | — | $ | — | |||||
Commercial paper | 21,479 | — | 21,479 | — | |||||||||
Corporate debt securities | 35,844 | — | 35,844 | — | |||||||||
Deferred compensation plan assets (a) | 24,489 | 24,489 | — | — | |||||||||
Total assets | $ | 252,322 | $ | 194,999 | $ | 57,323 | $ | — | |||||
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 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 | ||||||||||
30-Jun-14 | |||||||||||||
Commercial paper | $ | 33,561 | $ | 12 | $ | (1 | ) | $ | 33,572 | ||||
U.S. government debt securities | 116,620 | 124 | — | 116,744 | |||||||||
Corporate debt securities | 166,424 | 69 | (41 | ) | 166,452 | ||||||||
Asset-backed securities | 91,824 | 34 | (7 | ) | 91,851 | ||||||||
$ | 408,429 | $ | 239 | $ | (49 | ) | $ | 408,619 | |||||
30-Jun-13 | |||||||||||||
Commercial paper | $ | 21,467 | $ | 12 | $ | — | $ | 21,479 | |||||
Corporate debt securities | 35,869 | — | (25 | ) | 35,844 | ||||||||
$ | 57,336 | $ | 12 | $ | (25 | ) | $ | 57,323 | |||||
Marketable Securities, Maturities | ' | ||||||||||||
At June 30, 2014, marketable securities consist of the following maturities (in thousands): | |||||||||||||
Cost | Fair Market Value | ||||||||||||
Due in one year or less | $ | 159,767 | $ | 159,820 | |||||||||
Due after one year through five years | 248,662 | 248,799 | |||||||||||
$ | 408,429 | $ | 408,619 | ||||||||||
ACCOUNTS_RECEIVABLE_NET_Tables
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Receivables [Abstract] | ' | ||||||
Schedule of Accounts Receivable, Net | ' | ||||||
Accounts receivable, net consists of the following (in thousands): | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Accounts receivable | $ | 67,549 | $ | 60,298 | |||
Other | 1,082 | 973 | |||||
68,631 | 61,271 | ||||||
Allowance for doubtful accounts | (1,054 | ) | (671 | ) | |||
Accounts receivable, net | $ | 67,577 | $ | 60,600 | |||
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property and equipment, net consists of the following (in thousands): | ||||||||
June 30, | ||||||||
Useful life | 2014 | 2013 | ||||||
Capitalized software | 3-5 years | $ | 258,305 | $ | 209,481 | |||
Computer hardware | 3-5 years | 40,003 | 37,166 | |||||
Furniture and other equipment | 5 years | 7,624 | 6,816 | |||||
Leasehold improvements | Term of lease | 15,201 | 15,570 | |||||
321,133 | 269,033 | |||||||
Accumulated depreciation and amortization | (186,582 | ) | (153,446 | ) | ||||
Property and equipment, net | $ | 134,551 | $ | 115,587 | ||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | |||||||||
Jun. 30, 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 | — | 5,725 | 5,725 | |||||||
MEMdata acquisition | — | 4,152 | 4,152 | |||||||
Balance at June 30, 2014 | $ | 31,765 | $ | 62,686 | $ | 94,451 | ||||
Schedule of Intangible Assets | ' | |||||||||
Intangible assets, net consist of the following (in thousands): | ||||||||||
Weighted Average Useful Life | 30-Jun-14 | 30-Jun-13 | ||||||||
Identifiable intangible assets acquired: | ||||||||||
Technology | 5.0 years | $ | 20,257 | $ | 11,570 | |||||
Member relationships | 8.6 years | 6,830 | 6,260 | |||||||
Non-compete agreements | 3.0 years | 80 | — | |||||||
Trade names | 4.9 years | 3,990 | 3,700 | |||||||
5.8 years | 31,157 | 21,530 | ||||||||
Accumulated amortization | (20,302 | ) | (17,238 | ) | ||||||
Total identifiable intangible assets acquired, net | $ | 10,855 | $ | 4,292 | ||||||
Schedule of Future Amortization Expense | ' | |||||||||
The estimated future amortization expense of intangible assets is as follows: | ||||||||||
Twelve Months Ending June 30, | ||||||||||
2015 | $ | 3,542 | ||||||||
2016 | 2,734 | |||||||||
2017 | 2,226 | |||||||||
2018 | 1,785 | |||||||||
2019 | 363 | |||||||||
Thereafter | 205 | |||||||||
Total amortization expense | $ | 10,855 | ||||||||
Schedule of Intangible Assets by Segment | ' | |||||||||
The net carrying value of intangible assets by segment is as follows (in thousands): | ||||||||||
30-Jun-14 | 30-Jun-13 | |||||||||
Supply Chain Services | $ | 1,392 | $ | 2,436 | ||||||
Performance Services | 9,463 | 1,856 | ||||||||
Total | $ | 10,855 | $ | 4,292 | ||||||
OTHER_ASSETS_Tables
OTHER ASSETS (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||
Schedule of Other Assets | ' | ||||||
Other assets consist of the following (in thousands): | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Deferred compensation assets | $ | 32,873 | $ | 24,081 | |||
Investments | 7,895 | 6,676 | |||||
Deferred loan costs | 2,511 | — | |||||
Other | 729 | 752 | |||||
$ | 44,008 | $ | 31,509 | ||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Schedule of Principal Payments of Notes Payable | ' | |||
Principal payments of notes payable are as follows (in thousands): | ||||
Twelve months ending June 30, | ||||
2015 | $ | 3,988 | ||
2016 | 2,164 | |||
2017 | 5,378 | |||
2018 | 7,995 | |||
2019 | 260 | |||
Thereafter | 254 | |||
Total principal payments | $ | 20,039 | ||
OTHER_LONGTERM_LIABILITIES_Tab
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||
Schedule of Other Long-Term Liabilities | ' | ||||||
Other long-term liabilities consist of the following (in thousands): | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Accrued compensation | 834 | 5,278 | |||||
Reserve for uncertain tax positions | 1,438 | 759 | |||||
Other long-term liabilities | $ | 2,272 | $ | 6,037 | |||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES Commitments and Contingencies (Tables) | 12 Months Ended | |||
Jun. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
Future minimum lease payments under noncancelable operating leases (with initial lease terms in excess of one year) are as follows (in thousands): | ||||
Year ending June 30: | ||||
2015 | $ | 7,937 | ||
2016 | 7,817 | |||
2017 | 8,017 | |||
2018 | 7,561 | |||
2019 | 8,412 | |||
Thereafter | 60,478 | |||
Total minimum lease payments | $ | 100,222 | ||
SEGMENTS_Tables
SEGMENTS (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 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 | ||||||||||
30-Jun-14 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 464,837 | |||||||||||
Other services and support | 778 | ||||||||||||
Services | 465,615 | ||||||||||||
Products | 212,526 | ||||||||||||
Total Supply Chain Services | 678,141 | $ | 396,470 | $ | 1,482 | $ | 2,719 | ||||||
Performance Services | 232,408 | 73,898 | 33,467 | 50,655 | |||||||||
Corporate | — | (78,080 | ) | 4,874 | 2,366 | ||||||||
Total | $ | 910,549 | $ | 392,288 | $ | 39,823 | $ | 55,740 | |||||
30-Jun-13 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 519,219 | |||||||||||
Other services and support | 471 | ||||||||||||
Services | 519,690 | ||||||||||||
Products | 144,386 | ||||||||||||
Total Supply Chain Services | 664,076 | $ | 431,628 | $ | 1,254 | $ | 1,560 | ||||||
Performance Services | 205,214 | 56,456 | 24,007 | 35,740 | |||||||||
Corporate | — | (69,059 | ) | 3,959 | 5,127 | ||||||||
Total | $ | 869,290 | $ | 419,025 | $ | 29,220 | $ | 42,427 | |||||
Net Revenue | Segment Adjusted EBITDA | Depreciation & Amortization Expense | Capital Expenditures | ||||||||||
30-Jun-12 | |||||||||||||
Supply Chain Services: | |||||||||||||
Net administrative fees | $ | 473,249 | |||||||||||
Other services and support | 1,296 | ||||||||||||
Services | 474,545 | ||||||||||||
Products | 116,484 | ||||||||||||
Total Supply Chain Services | 591,029 | $ | 385,331 | $ | 1,213 | $ | 199 | ||||||
Performance Services | 177,256 | 42,153 | 20,041 | 37,106 | |||||||||
Corporate | — | (67,875 | ) | 4,144 | 654 | ||||||||
Total | $ | 768,285 | $ | 359,609 | $ | 25,398 | $ | 37,959 | |||||
The following table presents total assets (in thousands) as utilized by the Company's chief operating decision maker. | |||||||||||||
Total Assets | |||||||||||||
June 30, 2014 | |||||||||||||
Supply Chain Services | $ | 373,746 | |||||||||||
Performance Services | 266,567 | ||||||||||||
Corporate | 606,343 | ||||||||||||
Total | $ | 1,246,656 | |||||||||||
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): | |||||||||||||
Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Segment Adjusted EBITDA | $ | 392,288 | $ | 419,025 | $ | 359,609 | |||||||
Depreciation and amortization | (36,761 | ) | (27,681 | ) | (22,252 | ) | |||||||
Amortization of purchased intangible assets | (3,062 | ) | (1,539 | ) | (3,146 | ) | |||||||
Acquisition related expenses (a) | (2,014 | ) | — | — | |||||||||
Strategic and financial restructuring expenses (b) | (3,760 | ) | (5,170 | ) | — | ||||||||
Stock-based compensation expense | (19,476 | ) | — | — | |||||||||
Adjustment to tax receivable agreement liability (c) | (6,215 | ) | — | — | |||||||||
Equity in net income of unconsolidated affiliates (d) | (16,976 | ) | (11,968 | ) | (12,122 | ) | |||||||
Deferred compensation plan expense | (1,972 | ) | — | — | |||||||||
Operating income | $ | 302,052 | $ | 372,667 | $ | 322,089 | |||||||
(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 adjustment to tax receivable agreement liability for the change in accounting method with the Internal Revenue Service related to a change in accounting method from previous years. | ||||||||||||
(d) | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. |
REDEEMABLE_LIMITED_PARTNERS_CA1
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 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, 2011 to June 30, 2014 (in thousands): | |||||||||||||
Receivables From Limited Partners | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive Income (Loss) | Total Redeemable Limited Partners' Capital | ||||||||||
June 30, 2011 | $ | (7,269 | ) | $ | 264,725 | $ | 3 | $ | 257,459 | ||||
Issuance of redeemable limited partnership interest for notes receivable | (774 | ) | 774 | — | — | ||||||||
Distributions applied to receivables from limited partners | 3,085 | (1,214 | ) | — | 1,871 | ||||||||
Repurchase of redeemable limited partnership interest | — | (2,896 | ) | — | (2,896 | ) | |||||||
Net income attributable to Premier LP | — | 323,339 | — | 323,339 | |||||||||
Distributions to limited partners | — | (300,194 | ) | — | (300,194 | ) | |||||||
Net unrealized loss on marketable securities | — | — | (66 | ) | (66 | ) | |||||||
June 30, 2012 | $ | (4,958 | ) | $ | 284,534 | $ | (63 | ) | $ | 279,513 | |||
Issuance of redeemable limited partnership interest for notes receivable | (61,859 | ) | 61,859 | — | — | ||||||||
Receipts on receivables from limited partners | 8,143 | — | — | 8,143 | |||||||||
Distributions applied to receivables from limited partners | 2,103 | (380 | ) | — | 1,723 | ||||||||
Repurchase of redeemable limited partnership interest | — | (14,268 | ) | — | (14,268 | ) | |||||||
Net income attributable to Premier LP | — | 369,189 | — | 369,189 | |||||||||
Distributions to limited partners | — | (336,715 | ) | — | (336,715 | ) | |||||||
Net unrealized loss on marketable securities | — | — | 50 | 50 | |||||||||
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 | 33,586 | (28,009 | ) | — | 5,577 | ||||||||
Repurchase of redeemable limited partnership interest | — | (1,781 | ) | — | (1,781 | ) | |||||||
Net income attributable to Premier LP | — | 303,336 | — | 303,336 | |||||||||
Distributions to limited partners | — | (348,277 | ) | — | (348,277 | ) | |||||||
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 | — | — | 163 | 163 | |||||||||
Adjustment to redemption amount | — | 2,741,588 | — | 2,741,588 | |||||||||
30-Jun-14 | $ | (18,139 | ) | $ | 3,262,666 | $ | 147 | $ | 3,244,674 | ||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||
Jun. 30, 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'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. |
INCOME_TAXES_Income_Taxes_Tabl
INCOME TAXES Income Taxes (Tables) | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | |||||||||
Significant components of the consolidated expense/(benefit) for income taxes are as follows, (in thousands): | ||||||||||
June 30, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | 14,331 | $ | 5,690 | $ | 9,944 | ||||
State | 3,558 | 778 | 1,138 | |||||||
Total current expense | 17,889 | 6,468 | 11,082 | |||||||
Deferred: | ||||||||||
Federal | 8,832 | 2,858 | (2,524 | ) | ||||||
State | 988 | 400 | (329 | ) | ||||||
Total deferred expense (benefit) | 9,820 | 3,258 | (2,853 | ) | ||||||
Provision for income taxes | $ | 27,709 | $ | 9,726 | $ | 8,229 | ||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||
A reconciliation of the amount at the statutory federal income tax rate to the actual tax expense is as follows, (in thousands). | ||||||||||
June 30, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Computed tax expense | $ | 126,115 | $ | 134,684 | $ | 117,214 | ||||
Partnership income (federal) not subject to tax to the Company | (109,445 | ) | (126,703 | ) | (110,739 | ) | ||||
State taxes (net of federal benefit) | 2,136 | 1,023 | 829 | |||||||
Meals & entertainment and other permanent items | 972 | 1,770 | 881 | |||||||
Research & development credits | (639 | ) | (1,725 | ) | (250 | ) | ||||
Uncertain tax positions | 579 | 281 | 28 | |||||||
Gain on intercompany sale of Premier Plans, LLC | 11,908 | — | — | |||||||
Change in valuation allowance | (3,150 | ) | — | — | ||||||
Other | (767 | ) | 396 | 266 | ||||||
Provision for income taxes | $ | 27,709 | $ | 9,726 | $ | 8,229 | ||||
Effective income tax rate | 7.7 | % | 2.5 | % | 2.5 | % | ||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||||
Significant components of the Company's deferred tax assets and liabilities are as follows, (in thousands). | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets, current | ||||||||||
Accrued expenses and other | $ | 6,617 | $ | 6,353 | ||||||
Accrued vacation | 3,030 | 2,900 | ||||||||
Total current deferred tax assets | 9,647 | 9,253 | ||||||||
Valuation allowance for deferred tax assets | — | (850 | ) | |||||||
Net current deferred tax assets | 9,647 | 8,403 | ||||||||
Deferred tax asset, noncurrent | ||||||||||
Partnership basis differences in Premier LP | 271,404 | — | ||||||||
Stock compensation | 7,449 | — | ||||||||
Accrued expenses | 13,690 | 13,131 | ||||||||
Net operating losses | 3,929 | 4,429 | ||||||||
Other | 2,728 | 9,596 | ||||||||
Total deferred tax assets | 299,200 | 27,156 | ||||||||
Valuation allowance for deferred tax assets | (470 | ) | (2,869 | ) | ||||||
Net noncurrent deferred tax assets | 298,730 | 24,287 | ||||||||
Deferred tax liability, noncurrent | ||||||||||
Purchased intangible assets and depreciation | (11,794 | ) | (9,210 | ) | ||||||
Total net noncurrent deferred tax assets | 286,936 | 15,077 | ||||||||
Net deferred tax asset | $ | 296,583 | $ | 23,480 | ||||||
Schedule of Unrecognized Tax Benefits Roll Forward | ' | |||||||||
A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the fiscal years ended June 30, 2014 and June 30, 2013 are as follows: | ||||||||||
June 30, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Beginning of year balance | $ | 759 | $ | 478 | $ | 450 | ||||
Increases in prior period tax positions | 353 | — | — | |||||||
Decreases in prior period tax positions | (253 | ) | — | — | ||||||
Increases in current period tax positions | 579 | 281 | 28 | |||||||
End of year balance | 1,438 | 759 | 478 | |||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | |||||||||||
Jun. 30, 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 per share and diluted earnings per share (in thousands): | ||||||||||||
Year Ended June 30, | ||||||||||||
2014 (d) | 2013 (e) | 2012 (e) | ||||||||||
Numerator for Basic and Diluted Income Per Share: | ||||||||||||
Net (loss) income attributable to shareholders after adjustment of redeemable partners' capital to redemption amount | $ | (2,713,256 | ) | $ | 7,376 | $ | 3,937 | |||||
Denominator for basic income per share weighted average shares(a) | 25,633 | 5,858 | 6,183 | |||||||||
Effect of dilutive securities:(b) | ||||||||||||
Stock options | — | — | — | |||||||||
Restricted stock units (c) | — | — | — | |||||||||
Denominator for diluted income per share-adjusted: | ||||||||||||
Weighted average shares and assumed conversions | 25,633 | 5,858 | 6,183 | |||||||||
Basic net (loss) income per share: | ||||||||||||
Basic net (loss) income from assumed conversions | $ | (105.85 | ) | $ | 1.26 | $ | 0.64 | |||||
Diluted net (loss) income per share: | ||||||||||||
Diluted net (loss) income from continuing operations | $ | (105.85 | ) | $ | 1.26 | $ | 0.64 | |||||
(a) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the twelve months ended June 30, 2014. | ||||||||||||
(b) | The conversion of 112,510,905 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 period presented. | |||||||||||
(c) | The conversion of 124 Class A common shares was excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period presented. | |||||||||||
(d) 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 June 30, 2014. | ||||||||||||
(e) The weighted average shares calculations are based on the PHSI common shares outstanding for the twelve months ended June 30, 2013 and 2012. |
QUARTERLY_FINANCIAL_DATA_UNAUD1
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||
Schedule of Quarterly Financial Information | ' | |||||||||||
First | Second | Third | Fourth | |||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||
Fiscal 2013 | ||||||||||||
Net revenue | 198,566 | 206,425 | 223,698 | 240,601 | ||||||||
Gross profit | 144,334 | 148,249 | 162,105 | 177,189 | ||||||||
Net income | 85,067 | 85,381 | 101,142 | 103,496 | ||||||||
Net income attributable to noncontrolling interest | (82,811 | ) | (83,390 | ) | (97,216 | ) | (104,293 | ) | ||||
Net income (loss) attributable to shareholders | 2,256 | 1,991 | 3,926 | (797 | ) | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | — | — | — | — | ||||||||
Net income (loss) attributable to shareholders after adjustment of redeemable limited partners' capital redemption amount | 2,256 | 1,991 | 3,926 | (797 | ) | |||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 6,090 | 6,040 | 5,757 | 5,733 | ||||||||
Diluted | 6,090 | 6,040 | 5,757 | 5,733 | ||||||||
Net income (loss) per share attributable to shareholders: | ||||||||||||
Basic | $ | 0.37 | $ | 0.33 | $ | 0.68 | (0.14 | ) | ||||
Diluted | $ | 0.37 | $ | 0.33 | $ | 0.68 | (0.14 | ) | ||||
Unaudited summarized financial data by quarter for the years ended June 30, 2014 and 2013 (in thousands, except per share data): | ||||||||||||
First | Second | Third | Fourth | |||||||||
Quarter (a) | Quarter (b) | Quarter (c) | Quarter | |||||||||
Fiscal 2014 | ||||||||||||
Net revenue | $ | 240,576 | $ | 208,909 | $ | 225,598 | 235,466 | |||||
Gross profit | 173,050 | 136,172 | 144,474 | 149,228 | ||||||||
Net income | 112,528 | 51,477 | 101,980 | 66,632 | ||||||||
Net income attributable to noncontrolling interest | (113,004 | ) | (45,073 | ) | (88,455 | ) | (57,753 | ) | ||||
Net (loss) income attributable to shareholders | (476 | ) | 6,404 | 13,525 | 8,879 | |||||||
Adjustment of redeemable limited partners' capital to redemption amount | — | (3,719,812 | ) | 495,714 | 482,510 | |||||||
Net (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital redemption amount | (476 | ) | (3,713,408 | ) | 509,239 | 491,389 | ||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 5,627 | 32,375 | 32,375 | 32,375 | ||||||||
Diluted | 5,627 | 32,375 | 32,556 | 32,569 | ||||||||
Net income (loss) per share attributable to shareholders: | ||||||||||||
Basic | $ | (0.08 | ) | $ | (114.70 | ) | $ | 15.73 | 15.18 | |||
Diluted | $ | (0.08 | ) | $ | (114.70 | ) | $ | 15.64 | 15.09 | |||
(a) Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. | ||||||||||||
(b) | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | |||||||||||
(c) | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
segment | |||||
Schedule of Organization [Line Items] | ' | ' | ' | ' | ' |
Limited partnership, limited partners ownership percentage | 99.00% | 78.00% | ' | ' | ' |
Payments made in connection with the IPO | ' | ' | $2,822 | $3,089 | $0 |
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 | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Oct. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | 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 (shares) | ' | ' | ' | ' | 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 | $0 | $821,700 | ' | ' | ' | ' | ' |
Payments to acquire common units from member owners | $543,857 | $543,857 | $0 | $0 | ' | ' | $247,700 | $30,100 | $543,900 | $247,700 |
Common Limited Partners units acquired | ' | ' | ' | ' | ' | ' | ' | 1,184,882 | 21,428,571 | 9,761,298 |
INITIAL_PUBLIC_OFFERING_AND_RE3
INITIAL PUBLIC OFFERING AND REORGANIZATION - Reorganization (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Oct. 02, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 02, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Oct. 02, 2013 | Jun. 30, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Oct. 02, 2013 | Jun. 30, 2014 | |
Member Owners | 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 | |||||
customer | Member Owners | Class A Common Stock | Two Largest GPO Member Owners | |||||||||||||||
Member Owners | ||||||||||||||||||
Reorganization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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% | ' |
Probation 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of largest regional GPO member owners | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.00% |
GPO participation agreements, term | '5 years | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INITIAL_PUBLIC_OFFERING_AND_RE4
INITIAL PUBLIC OFFERING AND REORGANIZATION - Effects of the Reorganization (Details) | Jun. 30, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | Oct. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 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 | 32,375,390 | 0 | 112,510,905 | 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 | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 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 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | Oct. 02, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 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 (shares) | ' | ' | ' | ' | ' | ' | ' | 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] | $131,786,000 | $131,786,000 | $198,296,000 | $140,822,000 | $246,609,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Prepaid expenses and other current assets | -5,911,000 | [2] | -31,175,000 | -31,175,000 | -27,028,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total current assets | 271,903,000 | 422,056,000 | 422,056,000 | 366,041,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Deferred tax assets | 282,972,000 | [3] | 286,936,000 | 286,936,000 | 15,077,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total assets | 554,875,000 | 1,246,656,000 | 1,246,656,000 | 598,916,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Liabilities, redeemable limited partners' capital and stockholders' deficit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payable pursuant to tax receivable agreements | 6,966,000 | [3] | 11,035,000 | 11,035,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total current liabilities | 6,966,000 | 223,882,000 | 223,882,000 | 145,148,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payable pursuant to tax receivable agreements, less current portion | 179,111,000 | [3] | 181,256,000 | 181,256,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total liabilities | 186,077,000 | 472,293,000 | 472,293,000 | 213,513,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Redeemable limited partners' capital | 2,799,121,000 | [4] | 3,244,674,000 | 3,244,674,000 | 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] | -2,469,873,000 | -2,469,873,000 | 50,599,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accumulated other comprehensive income | 3,000 | [4] | 43,000 | 43,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total stockholders' (deficit) equity | -2,430,323,000 | -2,470,311,000 | -2,470,311,000 | 77,768,000 | 78,436,000 | 75,438,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 554,875,000 | 1,246,656,000 | 1,246,656,000 | 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 | ' | 32,375,390 | 0 | 112,510,905 | 112,607,832 | 0 | ' | ' | 112,607,832 | 112,607,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, shares outstanding | 0 | 0 | 0 | 5,653,390 | ' | ' | ' | 32,374,751 | ' | 32,375,390 | 0 | 112,510,905 | 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 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 247,700,000 | ' | 30,100,000 | ' | ' | ' | ' | |||
Proceeds from issuance initial public offering, net of expenses | ' | ' | 821,671,000 | 0 | 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 | ' | -2,741,588,000 | 0 | 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[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 agreements 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 agreements) 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 adjustments give effect to the Section 754 election and the tax receivable agreements 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 agreements 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 agreements 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"Upon the Reorganization and IPO, the cumulative adjustments of $186.1 million, of which $7.0 million was expected to be paid over the next 12 months, and was 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 agreements. 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 agreements) 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 LP 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 agreements 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. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capitalized costs related to software development for internal use | $41,100,000 | $31,300,000 | $28,700,000 |
Restricted cash | 5,000,000 | 5,000,000 | ' |
Deferred compensation plan assets, current | 300,000 | 400,000 | ' |
Deferred compensation plan assets, non-current | 32,873,000 | 24,081,000 | ' |
Deferred compensation plan expense | 1,972,000 | 0 | 0 |
Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Marketable securities, maturity period | '3 months | ' | ' |
Useful life | '3 years | ' | ' |
Administrative fees as a percent of the purchase price of goods and services sold | 1.00% | ' | ' |
Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Marketable securities, maturity period | '5 years | ' | ' |
Useful life | '5 years | ' | ' |
Administrative fees as a percent of the purchase price of goods and services sold | 3.00% | ' | ' |
Software applications | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Software applications | Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Software applications | Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Limited Partner | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Period of payment of partnership interest upon withdrawal from partnership | '5 years | ' | ' |
Common Class B Unit | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Common stock conversion rate (in shares) | 1 | ' | ' |
Other Income | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Unrealized gains on plan assets | 2,000,000 | ' | 0 |
Selling, General and Administrative Expenses | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Deferred compensation plan expense | 2,000,000 | ' | ' |
Advertising costs | $1,700,000 | $1,400,000 | $1,500,000 |
Software Service, Support and Maintenance Arrangement | Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Informatics subscriptions agreement period | '3 years | ' | ' |
Implementation period after contract execution | '110 days | ' | ' |
Software Service, Support and Maintenance Arrangement | Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Informatics subscriptions agreement period | '5 years | ' | ' |
Implementation period after contract execution | '160 days | ' | ' |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 07, 2014 | Oct. 31, 2013 | Jul. 19, 2013 | Apr. 07, 2014 | Oct. 31, 2013 | Jul. 19, 2013 | Apr. 07, 2014 | Apr. 07, 2014 | Jul. 19, 2013 | Apr. 07, 2014 | Jul. 19, 2013 | Apr. 07, 2014 | Apr. 07, 2014 | Apr. 07, 2014 | Apr. 07, 2014 |
MEMdata, LLC | Meddius | SYMMEDRx | Acquired technology | Acquired technology | Acquired technology | Member relationships | Member relationships | Member relationships | Non-compete agreements and trade names [Member] | Trade names | Minimum | Minimum | Maximum | Maximum | |||
MEMdata, LLC | Meddius | SYMMEDRx | MEMdata, LLC | MEMdata, LLC | SYMMEDRx | MEMdata, LLC | SYMMEDRx | Acquired technology | Non-compete agreements and trade names [Member] | Acquired technology | Non-compete agreements and trade names [Member] | ||||||
MEMdata, LLC | MEMdata, LLC | MEMdata, LLC | MEMdata, LLC | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition price | ' | ' | ' | $8,100,000 | $28,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired technology, useful life | ' | ' | ' | ' | ' | ' | '5 years | '5 years | '8 years | ' | '18 months | ' | '5 years | '4 years | '2 years | '7 years | '3 years |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net tangible assets acquired | ' | ' | 164,000 | 217,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net tangible liabilities assumed | ' | ' | ' | ' | -7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets acquired | ' | ' | 1,890,000 | 2,165,000 | 5,571,000 | 1,400,000 | 2,200,000 | 5,100,000 | ' | 300,000 | 300,000 | 200,000 | 200,000 | ' | ' | ' | ' |
Goodwill | 94,451,000 | 61,410,000 | 4,152,000 | 5,725,000 | 23,164,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | $6,206,000 | $8,107,000 | $28,728,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_MEASUREMENTS_Schedu
FAIR VALUE MEASUREMENTS (Schedule of Assets at Fair Value on a Recurring Basis) (Details) (Recurring, USD $) | Jun. 30, 2014 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Fair Value | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Cash equivalents | $64,207 | $170,510 | ||
Deferred compensation plan assets | 33,256 | [1] | 24,489 | [1] |
Total assets | 506,082 | 252,322 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Cash equivalents | 64,207 | 170,510 | ||
Deferred compensation plan assets | 33,256 | [1] | 24,489 | [1] |
Total assets | 97,463 | 194,999 | ||
Significant Other Observable Inputs (Level 2) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Cash equivalents | 0 | 0 | ||
Deferred compensation plan assets | 0 | [1] | 0 | [1] |
Total assets | 408,619 | 57,323 | ||
Significant Unobservable Inputs (Level 3) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Cash equivalents | 0 | 0 | ||
Deferred compensation plan assets | 0 | [1] | 0 | [1] |
Total assets | 0 | 0 | ||
Commercial paper | Fair Value | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 33,572 | 21,479 | ||
Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | 0 | ||
Commercial paper | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 33,572 | 21,479 | ||
Commercial paper | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | 0 | ||
U.S. government debt securities | Fair Value | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 116,744 | ' | ||
U.S. government debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | ' | ||
U.S. government debt securities | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 116,744 | ' | ||
U.S. government debt securities | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | ' | ||
Corporate debt securities | Fair Value | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 166,452 | 35,844 | ||
Corporate debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | 0 | ||
Corporate debt securities | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 166,452 | 35,844 | ||
Corporate debt securities | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | 0 | ||
Asset-backed securities | Fair Value | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 91,851 | ' | ||
Asset-backed securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 0 | ' | ||
Asset-backed securities | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | 91,851 | ' | ||
Asset-backed securities | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Available-for-sale securities | $0 | ' | ||
[1] | Deferred compensation plan assets consist of highly liquid mutual fund investments. |
FAIR_VALUE_MEASUREMENTS_Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Millions, unless otherwise specified | ||
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 | $0.30 | $0.40 |
Recurring | Fair Value | Other Assets | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets | 32.9 | 24.1 |
Nonrecurring | Fair Value, 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 | $0.70 | $1.10 |
Notes Payable | Nonrecurring | Fair Value, Inputs, Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value inputs, market interest rate | 1.50% | 1.70% |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Commercial paper | Commercial paper | U.S. government debt securities | Corporate debt securities | Corporate debt securities | Asset-backed securities | Minimum | Maximum | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Marketable securities, maturity period | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | '5 years |
Amortized Cost | $408,429 | $57,336 | $33,561 | $21,467 | $116,620 | $166,424 | $35,869 | $91,824 | ' | ' |
Gross Unrealized Gains | 239 | 12 | 12 | 12 | 124 | 69 | 0 | 34 | ' | ' |
Gross Unrealized Losses | -49 | -25 | -1 | 0 | 0 | -41 | -25 | -7 | ' | ' |
Fair Market Value | 408,619 | 57,323 | 33,572 | 21,479 | 116,744 | 166,452 | 35,844 | 91,851 | ' | ' |
Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due in one year or less | 159,767 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due after one year through five years | 248,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized Cost | 408,429 | 57,336 | 33,561 | 21,467 | 116,620 | 166,424 | 35,869 | 91,824 | ' | ' |
Fair Market Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due in one year or less | 159,820 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due after one year through five years | 248,799 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Market Value | $408,619 | $57,323 | $33,572 | $21,479 | $116,744 | $166,452 | $35,844 | $91,851 | ' | ' |
ACCOUNTS_RECEIVABLE_NET_Detail
ACCOUNTS RECEIVABLE, NET (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | $68,631 | $61,271 |
Allowance for doubtful accounts | -1,054 | -671 |
Accounts receivable, net | 67,577 | 60,600 |
Trade Accounts Receivable | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | 67,549 | 60,298 |
Other Receivables | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | $1,082 | $973 |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jan. 23, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Innovatix | Innovatix | GHx | GHx | Premier Supply Chain Improvement, Inc | Premier Supply Chain Improvement, Inc | Premier Supply Chain Improvement, Inc | |||||||
Innovatix | Other Income, Net | Other Income, Net | |||||||||||
Innovatix | Innovatix | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Equity method investment, ownership percentage | ' | ' | ' | 50.00% | 50.00% | ' | ' | 50.00% | ' | ' | |||
Equity in net income of unconsolidated affiliates | $16,976,000 | [1] | $11,968,000 | [1] | $12,122,000 | [1] | ' | ' | ' | ' | ' | $17,000,000 | $12,000,000 |
Investments | ' | ' | ' | 6,900,000 | 5,700,000 | ' | 0 | ' | ' | ' | |||
Proceeds from sale of investment in Global Healthcare Exchange, LLC | $38,372,000 | $0 | $0 | ' | ' | $38,400,000 | ' | ' | ' | ' | |||
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $321,133,000 | $269,033,000 | ' |
Accumulated depreciation and amortization | -186,582,000 | -153,446,000 | ' |
Property and equipment, net | 134,551,000 | 115,587,000 | ' |
Depreciation and amortization expense related to property and equipment | -36,800,000 | -27,700,000 | -22,300,000 |
Unamortized capitalized software costs | 106,700,000 | 84,100,000 | ' |
Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Capitalized software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 258,305,000 | 209,481,000 | ' |
Useful life | '5 years | ' | ' |
Capitalized software | Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Capitalized software | Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Computer hardware | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 40,003,000 | 37,166,000 | ' |
Computer hardware | Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Computer hardware | Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Furniture and other equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 7,624,000 | 6,816,000 | ' |
Useful life | '5 years | ' | ' |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $15,201,000 | $15,570,000 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jul. 19, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 07, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Supply Chain Services | Supply Chain Services | Performance Services | Performance Services | SYMMEDRx | SYMMEDRx | SYMMEDRx | SYMMEDRx | Meddius | Meddius | Meddius | Meddius | MEMdata, LLC | MEMdata, LLC | MEMdata, LLC | MEMdata, LLC | ||
Supply Chain Services | Performance Services | Supply Chain Services | Performance Services | Supply Chain Services | Performance Services | |||||||||||||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning of the period | $94,451 | $61,410 | $31,765 | $31,765 | $62,686 | $29,645 | ' | $23,164 | ' | ' | ' | $5,725 | ' | ' | ' | $4,152 | ' | ' |
Acquisition | ' | ' | ' | ' | ' | ' | 23,164 | ' | 0 | 23,164 | 5,725 | ' | 0 | 5,725 | 4,152 | ' | 0 | 4,152 |
End of the period | $94,451 | $61,410 | $31,765 | $31,765 | $62,686 | $29,645 | ' | $23,164 | ' | ' | ' | $5,725 | ' | ' | ' | $4,152 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '5 years 9 months 9 days | ' | ' |
Intangible Assets, Gross | $31,157 | $21,530 | ' |
Accumulated amortization | -20,302 | -17,238 | ' |
Intangible Assets, Net | 10,855 | 4,292 | ' |
Amortization of Intangible Assets | 3,062 | 1,539 | 3,146 |
Technology | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '5 years 0 months | ' | ' |
Intangible Assets, Gross | 20,257 | 11,570 | ' |
Member relationships | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '8 years 7 months 12 days | ' | ' |
Intangible Assets, Gross | 6,830 | 6,260 | ' |
Non-compete agreements | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '3 years | ' | ' |
Intangible Assets, Gross | 80 | 0 | ' |
Trade names | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted average useful life of intangible assets | '4 years 11 months | ' | ' |
Intangible Assets, Gross | $3,990 | $3,700 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Future Amortization (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Estimated future amortization expense of intangible assets | ' | ' |
2015 | $3,542 | ' |
2016 | 2,734 | ' |
2017 | 2,226 | ' |
2018 | 1,785 | ' |
2019 | 363 | ' |
Thereafter | 205 | ' |
Intangible Assets, Net | $10,855 | $4,292 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS, NET - Net Carrying Value of Intangible Assets by Segment (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | $10,855 | $4,292 |
Supply Chain Services | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | 1,392 | 2,436 |
Performance Services | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Assets, Net | $9,463 | $1,856 |
OTHER_ASSETS_Details
OTHER ASSETS (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Deferred compensation assets | $32,873 | $24,081 |
Investments | 7,895 | 6,676 |
Deferred loan costs | 2,511 | 0 |
Other | 729 | 752 |
Other assets | $44,008 | $31,509 |
LINES_OF_CREDIT_Details
LINES OF CREDIT (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | Jun. 24, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 24, 2014 | Jun. 24, 2014 | Jun. 23, 2014 | Aug. 17, 2012 | Aug. 17, 2012 | Jun. 30, 2014 | Jan. 30, 2014 | Aug. 02, 2013 | Jun. 30, 2013 | Aug. 17, 2012 | Aug. 17, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Letter of Credit | Swing Line Loan | Wells Fargo Bank, National Association | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | SVS, LLC | Base Rate Loans | Base Rate Loans | Base Rate Loans | Base Rate Loans | Base Rate Loans | Base Rate Loans | Eurodollar Rate Loans | Eurodollar Rate Loans | Eurodollar Rate Loans | |
Minimum | Maximum | 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 | Revolving Credit Facility | ||||||
LIBOR | Prime Rate | Base Rate | LIBOR | Applicable Margin | Applicable Margin | Prime Rate | Federal Funds Effective Rate | Eurodollar | Applicable Margin | Applicable Margin | ||||||||||||||
Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | $750,000,000 | ' | ' | $25,000,000 | $75,000,000 | $100,000,000 | ' | $10,000,000 | ' | $20,000,000 | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing capacity | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | 0 | ' | ' | ' | ' | ' | 0 | ' | ' | 13,700,000 | ' | ' | 7,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Base Rate | 'one-month LIBOR | ' | ' | 'prime rate | 'federal funds effective rate | 'three-month Eurodollar Rate | ' | ' |
Basis spread on variable rate | 3.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | 0.25% | ' | 1.00% | 0.13% | 0.75% | ' | 0.50% | 1.36% | 1.13% | 1.75% |
Line of credit, commitment fee percentage | ' | ' | 0.13% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee, percent | 0.13% | ' | ' | ' | ' | ' | ' | ' | ' | 0.23% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum leverage ratio | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest coverage ratio | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indebtedness or guarantee threshold | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Judgment default threshold | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, percentage of voting interest acquired | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit term | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accordion feature, additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Narrative_Detail
NOTES PAYABLE (Narrative) (Details) (Notes Payable, USD $) | Jun. 30, 2014 | Jun. 30, 2011 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Financing Agreement for Software Licenses | Financing Agreement for Software Licenses | Member Owners | Member Owners | Current Portion of Notes Payable | Current Portion of Notes Payable | Notes Payable, Less Current Portion | Notes Payable, Less Current Portion | |
installment | Member Owners | Member Owners | Member Owners | Member Owners | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $20,039 | ' | $3,200 | $20,000 | $23,400 | $4,000 | $4,200 | $15,800 | $19,200 |
Number of loan installments | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Principal_Paymen
NOTES PAYABLE - Principal Payments of Notes Payable (Details) (Notes Payable, USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Notes Payable | ' |
Notes Payable, Fiscal Year Maturity [Abstract] | ' |
2015 | $3,988 |
2016 | 2,164 |
2017 | 5,378 |
2018 | 7,995 |
2019 | 260 |
Thereafter | 254 |
Total principal payments | $20,039 |
OTHER_LONGTERM_LIABILITIES_Det
OTHER LONG-TERM LIABILITIES (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Accrued compensation | $834 | $5,278 |
Reserve for uncertain tax positions | 1,438 | 759 |
Other long-term liabilities | $2,272 | $6,037 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent and associated operating expenses | $9,100,000 | $8,500,000 | $7,900,000 |
2015 | 7,937,000 | ' | ' |
2016 | 7,817,000 | ' | ' |
2017 | 8,017,000 | ' | ' |
2018 | 7,561,000 | ' | ' |
2019 | 8,412,000 | ' | ' |
Thereafter | 60,478,000 | ' | ' |
Total minimum lease payments | $100,222,000 | ' | ' |
SEGMENTS_Schedule_of_Adjusted_
SEGMENTS (Schedule of Adjusted EBITDA and Other Income Statement Information and Total Assets by Segment) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Oct. 02, 2013 | |||
segment | |||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net administrative fees | ' | ' | ' | ' | ' | ' | ' | ' | $464,837 | $519,219 | $473,249 | ' | |||
Other services and support | ' | ' | ' | ' | ' | ' | ' | ' | 233,186 | 205,685 | 178,552 | ' | |||
Services | ' | ' | ' | ' | ' | ' | ' | ' | 698,023 | 724,904 | 651,801 | ' | |||
Products | ' | ' | ' | ' | ' | ' | ' | ' | 212,526 | 144,386 | 116,484 | ' | |||
Net revenue | 235,466 | 225,598 | [1] | 208,909 | [2] | 240,576 | [3] | 240,601 | 223,698 | 206,425 | 198,566 | 910,549 | 869,290 | 768,285 | ' |
Segment Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 392,288 | 419,025 | 359,609 | ' | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 39,823 | 29,220 | 25,398 | ' | |||
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 55,740 | 42,427 | 37,959 | ' | |||
Assets | 1,246,656 | ' | ' | ' | 598,916 | ' | ' | ' | 1,246,656 | 598,916 | ' | 554,875 | |||
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | |||
Operating Segments | Supply Chain Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net administrative fees | ' | ' | ' | ' | ' | ' | ' | ' | 464,837 | 519,219 | 473,249 | ' | |||
Other services and support | ' | ' | ' | ' | ' | ' | ' | ' | 778 | 471 | 1,296 | ' | |||
Services | ' | ' | ' | ' | ' | ' | ' | ' | 465,615 | 519,690 | 474,545 | ' | |||
Products | ' | ' | ' | ' | ' | ' | ' | ' | 212,526 | 144,386 | 116,484 | ' | |||
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 678,141 | 664,076 | 591,029 | ' | |||
Segment Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 396,470 | 431,628 | 385,331 | ' | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 1,482 | 1,254 | 1,213 | ' | |||
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 2,719 | 1,560 | 199 | ' | |||
Assets | 373,746 | ' | ' | ' | 332,261 | ' | ' | ' | 373,746 | 332,261 | ' | ' | |||
Operating Segments | Performance Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 232,408 | 205,214 | 177,256 | ' | |||
Segment Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 73,898 | 56,456 | 42,153 | ' | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 33,467 | 24,007 | 20,041 | ' | |||
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 50,655 | 35,740 | 37,106 | ' | |||
Assets | 266,567 | ' | ' | ' | 194,414 | ' | ' | ' | 266,567 | 194,414 | ' | ' | |||
Corporate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | ' | |||
Segment Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | -78,080 | -69,059 | -67,875 | ' | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 4,874 | 3,959 | 4,144 | ' | |||
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 2,366 | 5,127 | 654 | ' | |||
Assets | $606,343 | ' | ' | ' | $72,241 | ' | ' | ' | $606,343 | $72,241 | ' | ' | |||
[1] | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. | ||||||||||||||
[2] | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | ||||||||||||||
[3] | Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. |
SEGMENTS_Reconciliation_of_Seg
SEGMENTS (Reconciliation of Segment Adjusted EBITDA to Operating Income) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Segment Adjusted EBITDA | ' | $392,288 | $419,025 | $359,609 | |||
Depreciation and amortization | ' | -36,761 | -27,681 | -22,252 | |||
Amortization of purchased intangible assets | ' | -3,062 | -1,539 | -3,146 | |||
Merger and acquisition related expenses | ' | -2,014 | [1] | 0 | [1] | 0 | [1] |
Strategic and financial restructuring expenses | ' | -3,760 | [2] | -5,170 | [2] | 0 | [2] |
Stock-based compensation expense | 0 | -19,476 | 0 | 0 | |||
Tax Receivable Agreement Liability, Adjustment | ' | -6,215 | [3] | 0 | [3] | 0 | [3] |
Equity in net income of unconsolidated affiliates | ' | -16,976 | [4] | -11,968 | [4] | -12,122 | [4] |
Deferred compensation plan expense | ' | -1,972 | 0 | 0 | |||
Operating income | ' | $302,052 | $372,667 | $322,089 | |||
Innovatix | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | ' | |||
Supply Chain Services | Innovatix | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | |||
Equity method investment, ownership percentage | ' | 50.00% | ' | ' | |||
[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 adjustment to tax receivable agreement liability for the change in accounting method with the Internal Revenue Service related to a change in accounting method from previous years. | ||||||
[4] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. |
REDEEMABLE_LIMITED_PARTNERS_CA2
REDEEMABLE LIMITED PARTNERS' CAPITAL (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Oct. 02, 2013 | 29-May-14 | Feb. 27, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | ||||
Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | 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 | Class B Common Stock | |||||||||||||||||
Receivables From Limited Partners | Receivables From Limited Partners | Receivables From Limited Partners | Redeemable Limited Partners' Capital | Redeemable Limited Partners' Capital | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | ||||||||||||||||||||||||
Receivables From Limited Partners | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive Income (Loss) | Receivables From Limited Partners | Redeemable Limited Partners' Capital | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Redeemable limited partners' capital, beginning balance | ' | ' | ' | $307,635 | ' | ' | ' | ' | $307,635 | ' | ' | $2,799,121 | [1] | ' | ' | ' | $307,635 | $307,635 | $279,513 | $257,459 | ($56,571) | ($4,958) | ($7,269) | $364,219 | $284,534 | $264,725 | ($13) | ($63) | $3 | ' | ' | ' | ' | ' | ' | ' | ' | |||
Issuance of redeemable limited partnership interest for notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | 7,860 | 61,859 | 774 | ' | ' | ' | ' | ' | 0 | 0 | 0 | -7,860 | -61,859 | -774 | 7,860 | 61,859 | 774 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Receipts on receivables from limited partners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,706 | 8,143 | ' | 12,706 | 8,143 | ' | 0 | 0 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Distributions and reductions applied to receivables from limited partners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,577 | 1,723 | 1,871 | 33,586 | 2,103 | 3,085 | -28,009 | -380 | -1,214 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Repurchase of redeemable limited partnership interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,781 | -14,268 | -2,896 | 0 | 0 | 0 | -1,781 | -14,268 | -2,896 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income attributable to Premier LP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 303,336 | 369,189 | 323,339 | 0 | 0 | 0 | 303,336 | 369,189 | 323,339 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Distributions to limited partners | ' | ' | ' | -208,300 | ' | ' | ' | ' | 319,687 | 329,047 | 290,983 | ' | -21,400 | -17,400 | -72,600 | -214,500 | -348,277 | -336,715 | -300,194 | 0 | 0 | 0 | -348,277 | -336,715 | -300,194 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Purchase of common units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 247,742 | 0 | 247,742 | 0 | 30,072 | 0 | 30,072 | 0 | ||||
Contribution of PHSI common stock in connection with the IPO | ' | ' | ' | ' | ' | ' | ' | ' | 76,916 | ' | ' | ' | ' | ' | ' | ' | 76,916 | ' | ' | 0 | ' | ' | 76,916 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Acquisition of noncontrolling interest from members | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -131,003 | ' | ' | 0 | ' | ' | -131,000 | ' | ' | -3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net unrealized gain on marketable securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163 | 50 | -66 | 0 | 0 | 0 | 0 | 0 | 0 | 163 | 50 | -66 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Adjustment to redemption amount | 482,510 | 495,714 | [2] | -3,719,812 | [3] | 0 | [4] | 0 | 0 | 0 | 0 | -2,741,588 | 0 | 0 | ' | ' | ' | ' | ' | 2,741,588 | ' | ' | 0 | ' | ' | 2,741,588 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Redeemable limited partners' capital, ending balance | $3,244,674 | ' | ' | ' | $307,635 | ' | ' | ' | $3,244,674 | $307,635 | ' | $2,799,121 | [1] | ' | ' | ' | ' | $3,244,674 | $307,635 | $279,513 | ($18,139) | ($56,571) | ($4,958) | $3,262,666 | $364,219 | $284,534 | $147 | ($13) | ($63) | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Reflects the increase in the noncontrolling interest held by the limited partners in Premier LP 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%. | |||||||||||||||||||||||||||||||||||||||
[2] | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. | |||||||||||||||||||||||||||||||||||||||
[3] | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | |||||||||||||||||||||||||||||||||||||||
[4] | Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. |
REDEEMABLE_LIMITED_PARTNERS_CA3
REDEEMABLE LIMITED PARTNERS' CAPITAL (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | 29-May-14 | Feb. 27, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner | Limited Partner Notes Payable and Related Interest Obligations | Other Amounts Payable by Limited Partners | |||||||
notes_receivable | Limited Partner | Limited Partner | |||||||||||||
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partnership, limited partners ownership percentage | 99.00% | 78.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest bearing notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Period of payment of partnership interest upon withdrawal from partnership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Distributions to limited partners | ' | ' | $208,300 | ($319,687) | ($329,047) | ($290,983) | $21,400 | $17,400 | $72,600 | $214,500 | $348,277 | $336,715 | $300,194 | $2,800 | $3,400 |
Limited partners' distribution period after quarter end | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partners' distribution payable | $0 | $22,351 | ' | $22,351 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | |
vote | |||
Class of Stock [Line Items] | ' | ' | ' |
Common stock, shares issued | 0 | 0 | 5,653,390 |
Common stock, par value | $0.01 | $0.01 | $0.01 |
Class A Common Stock | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Common Stock, Votes Per Share Held | 1 | ' | ' |
Common stock, shares issued | 32,375,390 | 32,374,751 | 0 |
Common stock, par value | $0.01 | $0.01 | $0.01 |
Voting rights of common stock | 'one vote for each share held | ' | ' |
Class B Common Stock | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Common Stock, Votes Per Share Held | 1 | ' | ' |
Common stock, shares issued | 112,510,905 | 112,607,832 | 0 |
Common stock, par value | $0.00 | $0.00 | $0.00 |
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 | ' |
PENSIONS_AND_OTHER_POSTRETIREM1
PENSIONS AND OTHER POST-RETIREMENT BENEFITS (Details) (Pension Plan, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Pension Plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Monthly employee contributions as a percent of compensation, 401(k) | 5.00% | ' | ' |
Pension Plan | Selling, General and Administrative Expenses | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
401(k) expense | $8.20 | $7.50 | $6.90 |
401(k) Retirement Savings Plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Monthly employee contributions as a percent of compensation, 401(k) | 20.00% | ' | ' |
Monthly matching employer contributions as a percent of employee compensation, 401(k) | 4.00% | ' | ' |
401(k) Retirement Savings Plan | Selling, General and Administrative Expenses | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
401(k) expense | $6.80 | $6.20 | $5.50 |
STOCKBASED_COMPENSATION_2013_E
STOCK-BASED COMPENSATION - 2013 Equity Incentive Plan (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
Oct. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Sep. 25, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 25, 2013 | Jun. 30, 2014 | Sep. 25, 2013 | Sep. 25, 2013 | Jun. 30, 2014 | Sep. 25, 2013 | Jun. 30, 2014 | Aug. 29, 2014 | Aug. 29, 2014 | Aug. 29, 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 | Certain Executive and Non-Executive Level Employees | Certain Executive and Non-Executive Level Employees | Certain Executive and Non-Executive Level Employees | ||||||||
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 | 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) | Restricted Stock Units (RSUs) | Performance Share Awards | Stock Options | |||||||||||||
Subsequent Event | Subsequent Event | Subsequent Event | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based compensation expense | ' | ' | $0 | $19,476,000 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred taxes | ' | ' | ' | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Estimated effective income tax rate | 39.00% | 38.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrecognized stock-based compensation related to non-vested awards | ' | 45,900,000 | ' | 45,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Amortization period of unrecognized stock-based compensation | ' | ' | ' | '2 years 4 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number common stock awards authorized | ' | ' | ' | ' | ' | ' | 11,260,783 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares available for grant | ' | ' | ' | ' | ' | ' | 7,667,266 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Other awards, grants in period | ' | ' | ' | ' | ' | ' | ' | 282,800 | ' | ' | ' | ' | ' | 414,987 | 31,895 | 829,922 | ' | ' | 11,112 | 6,464 | 140,054 | 269,840 | ' | |
Other awards, weighted average grant date fair value | ' | ' | ' | ' | ' | ' | ' | $27 | $32.59 | ' | ' | ' | ' | ' | ' | $27 | ' | ' | ' | ' | ' | $31.58 | ' | |
Other awards, vested in period | ' | ' | ' | ' | ' | ' | ' | ' | 1,042 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Other awards, forfeited in period | ' | ' | ' | ' | ' | ' | ' | ' | 27,996 | 2,748 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
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 | ' | ' | ' | ' | ' | 636,342 | |
Stock option awards, weighted average grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27 | ' | ' | ' | ' | ' | $31.58 | |
Stock option awards, forfeited in period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,708 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Key assumptions used for determining the fair value of stock options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Expected dividend rate | ' | ' | ' | $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'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. |
INCOME_TAXES_Income_Tax_Expens
INCOME TAXES Income Tax Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Current: | ' | ' | ' |
Federal | $14,331 | $5,690 | $9,944 |
State | 3,558 | 778 | 1,138 |
Total current expense | 17,889 | 6,468 | 11,082 |
Deferred: | ' | ' | ' |
Federal | 8,832 | 2,858 | -2,524 |
State | 988 | 400 | -329 |
Total deferred expense (benefit) | 9,820 | 3,258 | -2,853 |
Provision for income taxes | $27,709 | $9,726 | $8,229 |
INCOME_TAXES_Effective_Income_
INCOME TAXES Effective Income Tax Rate Reconciliation (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Oct. 02, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Computed tax expense | ' | $126,115,000 | $134,684,000 | $117,214,000 | ' |
Partnership income (federal) not subject to tax to the Company | ' | -109,445,000 | -126,703,000 | -110,739,000 | ' |
State taxes (net of federal benefit) | ' | 2,136,000 | 1,023,000 | 829,000 | ' |
Meals & entertainment and other permanent items | ' | 972,000 | 1,770,000 | 881,000 | ' |
Research & development credits | ' | -639,000 | -1,725,000 | -250,000 | ' |
Uncertain tax positions | ' | 579,000 | 281,000 | 28,000 | ' |
Gain on intercompany sale of Premier Plans, LLC | ' | 11,908,000 | 0 | 0 | ' |
Change in valuation allowance | ' | -3,150,000 | 0 | 0 | ' |
Other | ' | -767,000 | 396,000 | 266,000 | ' |
Provision for income taxes | ' | 27,709,000 | 9,726,000 | 8,229,000 | ' |
Effective income tax rate | ' | 7.70% | 2.50% | 2.50% | ' |
Deferred tax assets | 285,400,000 | 285,400,000 | ' | ' | 283,000,000 |
Increase in deferred tax assets | 2,400,000 | ' | ' | ' | ' |
Reduction to tax expense | $2,400,000 | ' | ' | ' | ' |
INCOME_TAXES_Deferred_Tax_Asse
INCOME TAXES Deferred Tax Assets and Liabilities (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2014 | Oct. 02, 2013 | Jun. 30, 2013 | ||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | |
Loss carryforward annual limitation | $1,400,000 | $1,400,000 | ' | ' | |
Tax receivable agreement liabilities | 192,300,000 | 192,300,000 | 186,100,000 | ' | |
Tax savings company will receive | ' | ' | 85.00% | ' | |
Reduction to tax expense | 2,400,000 | ' | ' | ' | |
Deferred tax assets | 285,400,000 | 285,400,000 | 283,000,000 | ' | |
Increase in deferred tax assets | 2,400,000 | ' | ' | ' | |
Additional tax receivable agreement liabilities | ' | 6,200,000 | ' | ' | |
Deferred tax assets, current | ' | ' | ' | ' | |
Accrued expenses and other | 6,617,000 | 6,617,000 | ' | 6,353,000 | |
Accrued vacation | 3,030,000 | 3,030,000 | ' | 2,900,000 | |
Total current deferred tax assets | 9,647,000 | 9,647,000 | ' | 9,253,000 | |
Valuation allowance for deferred tax assets | 0 | 0 | ' | -850,000 | |
Net current deferred tax assets | 9,647,000 | 9,647,000 | ' | 8,403,000 | |
Deferred tax asset, noncurrent | ' | ' | ' | ' | |
Partnership basis differences in Premier LP | 271,404,000 | 271,404,000 | ' | 0 | |
Stock compensation | 7,449,000 | 7,449,000 | ' | 0 | |
Accrued expenses | 13,690,000 | 13,690,000 | ' | 13,131,000 | |
Net operating losses | 3,929,000 | 3,929,000 | ' | 4,429,000 | |
Other | 2,728,000 | 2,728,000 | ' | 9,596,000 | |
Total deferred tax assets | 299,200,000 | 299,200,000 | ' | 27,156,000 | |
Valuation allowance for deferred tax assets | -470,000 | -470,000 | ' | -2,869,000 | |
Net noncurrent deferred tax assets | 298,730,000 | 298,730,000 | ' | 24,287,000 | |
Deferred Tax Liabilities, Gross, Classification [Abstract] | ' | ' | ' | ' | |
Purchased intangible assets and depreciation | -11,794,000 | -11,794,000 | ' | -9,210,000 | |
Total net noncurrent deferred tax assets | 286,936,000 | 286,936,000 | 282,972,000 | [1] | 15,077,000 |
Net deferred tax asset | 296,583,000 | 296,583,000 | ' | 23,480,000 | |
Federal | ' | ' | ' | ' | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | |
Operating loss carryforwards subject to expiration | 9,300,000 | 9,300,000 | ' | ' | |
State | ' | ' | ' | ' | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | |
Operating loss carryforwards subject to expiration | 5,500,000 | 5,500,000 | ' | ' | |
Premier Supply Chain Improvement, Inc | State | ' | ' | ' | ' | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | |
Operating loss carryforwards subject to expiration | $8,900,000 | $8,900,000 | ' | ' | |
[1] | 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 agreements 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 agreements) 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 adjustments give effect to the Section 754 election and the tax receivable agreements 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 agreements 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 agreements 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"Upon the Reorganization and IPO, the cumulative adjustments of $186.1 million, of which $7.0 million was expected to be paid over the next 12 months, and was 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 agreements. 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 agreements) that otherwise would not have been available. These subsequent exchanges have not been reflected in the consolidated financial statements. |
INCOME_TAXES_Uncertain_Tax_Pos
INCOME TAXES Uncertain Tax Position (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Reserve for uncertain tax position | $1,438 | $759 | $478 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Beginning of year balance | 759 | 478 | 450 |
Increases in prior period tax positions | 353 | 0 | 0 |
Decreases in prior period tax positions | -253 | 0 | 0 |
Increases in current period tax positions | 579 | 281 | 28 |
End of year balance | $1,438 | $759 | $478 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | ||||||
Numerator for Basic and Diluted Income Per Share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Net (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $491,389 | $509,239 | [1] | ($3,713,408) | [2] | ($476) | [3] | ($797) | $3,926 | $1,991 | $2,256 | ($2,713,256) | [4] | $7,376 | [5] | $3,937 | |
Denominator for basic income per share weighted average shares | 32,375,000 | 32,375,000 | [1] | 32,375,000 | [2] | 5,627,000 | [3] | 5,733,000 | 5,757,000 | 6,040,000 | ' | 25,633,000 | [4],[6] | 5,858,000 | [5],[6] | 6,183,000 | [6] |
Denominator for diluted income per share-adjusted: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted average shares and assumed conversions | 32,569,000 | 32,556,000 | [1] | 32,375,000 | [2] | 5,627,000 | [3] | 5,733,000 | 5,757,000 | 6,040,000 | 6,090,000 | 25,633,000 | [4] | 5,858,000 | [5] | 6,183,000 | |
Basic net (loss) income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Basic net income from assumed conversions (usd per share) | $15.18 | $15.73 | [1] | ($114.70) | [2] | ($0.08) | [3] | ($0.14) | $0.68 | $0.33 | $0.37 | ($105.85) | [4] | $1.26 | [5] | $0.64 | |
Diluted net (loss) income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Diluted net income from continuing operations (usd per share) | $15.09 | $15.64 | [1] | ($114.70) | [2] | ($0.08) | [3] | ($0.14) | $0.68 | $0.33 | $0.37 | ($105.85) | [4] | $1.26 | [5] | $0.64 | |
Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Effect of dilutive securities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Effect of dilutive securities (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [4],[7] | 0 | [5],[7] | 0 | [7] | |||
Restricted Stock Units (RSUs) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Effect of dilutive securities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Effect of dilutive securities (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [4],[7],[8] | 0 | [5],[7],[8] | 0 | [7],[8] | |||
Member Owners | Class B Common Stock | Class B Common Units to Class A Common Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Diluted net (loss) income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | ' | ' | ' | ' | ' | ' | ' | ' | 112,510,905 | ' | ' | ||||||
Member Owners | Class A Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Diluted net (loss) income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | ' | ' | ' | ' | ' | ' | ' | ' | 124 | ' | ' | ||||||
[1] | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. | ||||||||||||||||
[2] | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | ||||||||||||||||
[3] | Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. | ||||||||||||||||
[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 June 30, 2014. | ||||||||||||||||
[5] | The weighted average shares calculations are based on the PHSI common shares outstanding for the twelve months ended June 30, 2013 and 2012. | ||||||||||||||||
[6] | Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the twelve months ended June 30, 2014. | ||||||||||||||||
[7] | The conversion of 112,510,905 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 period presented. | ||||||||||||||||
[8] | The conversion of 124 Class A common shares was excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period presented. |
QUARTERLY_FINANCIAL_DATA_UNAUD2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | ||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Net revenue | $235,466 | $225,598 | [1] | $208,909 | [2] | $240,576 | [3] | $240,601 | $223,698 | $206,425 | $198,566 | $910,549 | $869,290 | $768,285 | |||
Gross profit | 149,228 | 144,474 | [1] | 136,172 | [2] | 173,050 | [3] | 177,189 | 162,105 | 148,249 | 144,334 | 602,924 | 631,877 | 578,566 | |||
Net income | 66,632 | 101,980 | [1] | 51,477 | [2] | 112,528 | [3] | 103,496 | 101,142 | 85,381 | 85,067 | 332,617 | 375,086 | 326,668 | |||
Net income attributable to noncontrolling interest | -57,753 | -88,455 | [1] | -45,073 | [2] | -113,004 | [3] | -104,293 | -97,216 | -83,390 | -82,811 | -304,285 | -367,710 | -322,731 | |||
Net income attributable to shareholders | 8,879 | 13,525 | [1] | 6,404 | [2] | -476 | [3] | -797 | 3,926 | 1,991 | 2,256 | 28,332 | 7,376 | 3,937 | |||
Adjustment of redeemable limited partners' capital to redemption amount | 482,510 | 495,714 | [1] | -3,719,812 | [2] | 0 | [3] | 0 | 0 | 0 | 0 | -2,741,588 | 0 | 0 | |||
Net (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $491,389 | $509,239 | [1] | ($3,713,408) | [2] | ($476) | [3] | ($797) | $3,926 | $1,991 | $2,256 | ($2,713,256) | [4] | $7,376 | [5] | $3,937 | |
Weighted average shares outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Basic (shares) | 32,375 | 32,375 | [1] | 32,375 | [2] | 5,627 | [3] | 5,733 | 5,757 | 6,040 | ' | 25,633 | [4],[6] | 5,858 | [5],[6] | 6,183 | [6] |
Diluted (shares) | 32,569 | 32,556 | [1] | 32,375 | [2] | 5,627 | [3] | 5,733 | 5,757 | 6,040 | 6,090 | 25,633 | [4] | 5,858 | [5] | 6,183 | |
Net income (loss) per share attributable to shareholders: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Basic (usd per share) | $15.18 | $15.73 | [1] | ($114.70) | [2] | ($0.08) | [3] | ($0.14) | $0.68 | $0.33 | $0.37 | ($105.85) | [4] | $1.26 | [5] | $0.64 | |
Diluted (usd per share) | $15.09 | $15.64 | [1] | ($114.70) | [2] | ($0.08) | [3] | ($0.14) | $0.68 | $0.33 | $0.37 | ($105.85) | [4] | $1.26 | [5] | $0.64 | |
[1] | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. | ||||||||||||||||
[2] | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | ||||||||||||||||
[3] | Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. | ||||||||||||||||
[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 June 30, 2014. | ||||||||||||||||
[5] | The weighted average shares calculations are based on the PHSI common shares outstanding for the twelve months ended June 30, 2013 and 2012. | ||||||||||||||||
[6] | Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested restricted stock units and non-vested performance share awards for the twelve months ended June 30, 2014. |
QUARTERLY_FINANCIAL_DATA_UNAUD3
QUARTERLY FINANCIAL DATA (UNAUDITED) Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |||||
Adjustment of redeemable limited partners' capital to redemption amount | $482,510 | $495,714 | [1] | ($3,719,812) | [2] | $0 | [3] | $0 | $0 | $0 | $0 | ($2,741,588) | $0 | $0 | ||
Basic (usd per share) | $15.18 | $15.73 | [1] | ($114.70) | [2] | ($0.08) | [3] | ($0.14) | $0.68 | $0.33 | $0.37 | ($105.85) | [4] | $1.26 | [5] | $0.64 |
Diluted (usd per share) | $15.09 | $15.64 | [1] | ($114.70) | [2] | ($0.08) | [3] | ($0.14) | $0.68 | $0.33 | $0.37 | ($105.85) | [4] | $1.26 | [5] | $0.64 |
Restatement Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Adjustment of redeemable limited partners' capital to redemption amount | ' | 21,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Basic (usd per share) | ' | $0.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Diluted (usd per share) | ' | $0.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Previously Reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Adjustment of redeemable limited partners' capital to redemption amount | ' | $517,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Basic (usd per share) | ' | $16.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Diluted (usd per share) | ' | $16.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
[1] | Operating results for the third quarter of fiscal year ended June 30, 2014 reflect the gain on sale of investment in GHX. | |||||||||||||||
[2] | Operating results for the second quarter of fiscal year ended June 30, 2014 reflect the completion of the Reorganization and IPO, including the significant adjustment of redeemable limited partners' capital to redemption amount. | |||||||||||||||
[3] | Operating results for the first quarter of fiscal year ended June 30, 2014 differ significantly from subsequent periods, which reflect the impact of the Reorganization and IPO, which occurred in the second quarter of fiscal year ended June 30, 2014. | |||||||||||||||
[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 June 30, 2014. | |||||||||||||||
[5] | The weighted average shares calculations are based on the PHSI common shares outstanding for the twelve months ended June 30, 2013 and 2012. |
RELATED_PARTY_TRANSATIONS_Deta
RELATED PARTY TRANSATIONS (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Innovatix | Innovatix | GYNHA | AEIX | AEIX | AEIX | AEIX | AEIX | AEIX | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier Healthcare Solutions, Inc. | Premier LP | Premier LP | Premier LP | Premier LP | Premier LP | Premier LP | Premier Supply Chain Improvement, Inc | Premier Supply Chain Improvement, Inc | Premier Supply Chain Improvement, Inc | |||||||
Cost Reimbursement | Cost Reimbursement | Administrative Fee Revenue | Administrative Fee Revenue | Administrative Fee Revenue | Innovatix | Innovatix | Innovatix | Innovatix | GYNHA | GYNHA | GYNHA | GYNHA | GYNHA | GYNHA | Innovatix | Innovatix | Innovatix | |||||||||||
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses | Administrative Fee Revenue | Administrative Fee Revenue | Administrative Fee Revenue | Services and Support Revenue | Services and Support Revenue | Other Income, Net | Other Income, Net | ||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenue from related parties | ' | ' | ' | ' | ' | ' | ' | $4,900,000 | $4,600,000 | $400,000 | $400,000 | ' | $35,000,000 | $31,900,000 | ' | ' | ' | $62,000,000 | $47,400,000 | ' | $14,100,000 | $8,900,000 | ' | ' | ' | |||
Due from related parties | 1,228,000 | 1,650,000 | ' | ' | ' | ' | ' | ' | ' | 600,000 | 600,000 | 0 | ' | ' | ' | ' | ' | 600,000 | 600,000 | 1,100,000 | ' | ' | ' | ' | ' | |||
Equity method investment, ownership percentage | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | |||
Income from equity method investments | 16,976,000 | [1] | 11,968,000 | [1] | 12,122,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,000,000 | 12,000,000 |
Revenue share obligations | 56,531,000 | 10,532,000 | ' | ' | ' | 6,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Limited partners' distribution payable | 22,351,000 | 0 | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Maximum annual management fee revenue | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Represents equity in net income from unconsolidated affiliates generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 05, 2014 | Aug. 29, 2014 |
TheraDoc, Inc. | Aperek, Inc. | |
Subsequent Event [Line Items] | ' | ' |
Acquisition price | $117 | ' |
Acquisition price | ' | $48.50 |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Allowance for doubtful accounts | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at Beginning of Period | $671 | $2,120 | $2,010 |
Additions (Reductions) to Expense or Other Accounts | 499 | -1,148 | 383 |
Deductions | 116 | 301 | 273 |
Balance at End of Period | 1,054 | 671 | 2,120 |
Deferred tax assets valuation allowance | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at Beginning of Period | 3,719 | 3,490 | 3,827 |
Additions (Reductions) to Expense or Other Accounts | -3,249 | 229 | -337 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $470 | $3,719 | $3,490 |