Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Aug. 21, 2015 | Dec. 31, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | PREMIER, INC. | ||
Entity Central Index Key | 1,577,916 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 1,241.7 | ||
Class A Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 37,762,718 | ||
Class B Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 106,078,063 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Assets | ||
Cash and cash equivalents | $ 146,522 | $ 131,786 |
Marketable securities | 240,667 | 159,820 |
Accounts receivable (net of $1,153 and $1,054 allowance for doubtful accounts, respectively) | 99,120 | 67,577 |
Inventory | 33,058 | 20,823 |
Prepaid expenses and other current assets | 22,353 | 31,175 |
Due from related parties | 3,444 | 1,228 |
Deferred income taxes | 8,005 | 9,647 |
Total current assets | 553,169 | 422,056 |
Marketable securities | 174,745 | 248,799 |
Restricted cash | 0 | 5,000 |
Property and equipment (net of $220,685 and $186,582 accumulated depreciation, respectively) | 147,625 | 134,551 |
Intangible assets (net of $17,815 and $20,302 accumulated amortization, respectively) | 38,669 | 10,855 |
Goodwill | 215,645 | 94,451 |
Deferred tax assets | 345,718 | 286,936 |
Deferred compensation plan assets | 37,483 | 32,872 |
Other assets | 17,137 | 11,136 |
Total assets | 1,530,191 | 1,246,656 |
Liabilities, redeemable limited partners' capital and stockholders' deficit | ||
Accounts payable | 37,634 | 28,007 |
Accrued expenses | 41,261 | 25,536 |
Revenue share obligations | 59,259 | 56,531 |
Limited partners' distribution payable | 22,432 | 22,351 |
Accrued compensation and benefits | 51,066 | 46,713 |
Deferred revenue | 39,824 | 15,694 |
Current portion of tax receivable agreements | 11,123 | 11,035 |
Current portion of notes payable and line of credit | 2,256 | 17,696 |
Other liabilities | 4,776 | 319 |
Total current liabilities | 269,631 | 223,882 |
Notes payable and line of credit, less current portion | 15,679 | 16,051 |
Tax receivable agreements, less current portion | 224,754 | 181,256 |
Deferred compensation plan obligations | 37,483 | 32,872 |
Other liabilities | 20,914 | 18,232 |
Total liabilities | $ 568,461 | $ 472,293 |
Commitments and contingencies | ||
Redeemable limited partners' capital | $ 4,079,832 | $ 3,244,674 |
Stockholders' deficit: | ||
Accumulated deficit | (3,118,474) | (2,469,873) |
Accumulated other comprehensive (loss) income | (5) | 43 |
Noncontrolling interest | 0 | (805) |
Total stockholders' deficit | (3,118,102) | (2,470,311) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 1,530,191 | 1,246,656 |
Class A Common Stock | ||
Stockholders' deficit: | ||
Common stock | 377 | 324 |
Class B Common Stock | ||
Stockholders' deficit: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Oct. 01, 2013 |
Allowance for doubtful accounts | $ 1,153 | $ 1,054 | |
Accumulated depreciation | 220,685 | 186,582 | |
Accumulated amortization | $ 17,815 | $ 20,302 | |
Common stock, par value (in USD per share) | $ 0.01 | ||
Common stock, shares authorized (in shares) | 12,250,000 | ||
Common stock, shares issued (in shares) | 0 | ||
Common stock, shares outstanding (in shares) | 0 | ||
Class A Common Stock | |||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 37,668,870 | 32,375,390 | 32,374,751 |
Common stock, shares outstanding (in shares) | 37,668,870 | 32,375,390 | 32,374,751 |
Class B Common Stock | |||
Common stock, par value (in USD per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 106,382,552 | 112,510,905 | 112,607,832 |
Common stock, shares outstanding (in shares) | 106,382,552 | 112,510,905 | 112,607,832 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Net revenue: | |||
Net administrative fees | $ 457,020 | $ 464,837 | $ 519,219 |
Other services and support | 270,748 | 233,186 | 205,685 |
Services | 727,768 | 698,023 | 724,904 |
Products | 279,261 | 212,526 | 144,386 |
Net revenue | 1,007,029 | 910,549 | 869,290 |
Cost of revenue: | |||
Services | 143,290 | 115,740 | 103,795 |
Products | 253,620 | 191,885 | 133,618 |
Cost of revenue | 396,910 | 307,625 | 237,413 |
Gross profit | 610,119 | 602,924 | 631,877 |
Operating expenses: | |||
Selling, general and administrative | 332,004 | 294,421 | 248,301 |
Research and development | 2,937 | 3,389 | 9,370 |
Amortization of purchased intangible assets | 9,136 | 3,062 | 1,539 |
Operating expenses | 344,077 | 300,872 | 259,210 |
Operating income | 266,042 | 302,052 | 372,667 |
Equity in net income of unconsolidated affiliates | 21,285 | 16,976 | 11,968 |
Interest and investment income, net | 866 | 1,019 | 965 |
(Loss) gain on investment | (1,000) | 38,372 | 0 |
Loss on disposal of long-lived assets | (15,243) | 0 | 0 |
Loss on disposal of long-lived assets | (823) | 1,907 | (788) |
Other income, net | 5,085 | 58,274 | 12,145 |
Income before income taxes | 271,127 | 360,326 | 384,812 |
Income tax expense | 36,342 | 27,709 | 9,726 |
Net income | 234,785 | 332,617 | 375,086 |
Net (income) loss attributable to noncontrolling interest in S2S Global | (1,836) | (949) | 1,479 |
Net income attributable to noncontrolling interest in Premier LP | (194,206) | (303,336) | (369,189) |
Net income attributable to noncontrolling interest | (196,042) | (304,285) | (367,710) |
Net income attributable to stockholders | 38,743 | 28,332 | 7,376 |
Adjustment of redeemable limited partners' capital to redemption amount | (904,035) | (2,741,588) | 0 |
Net (loss) income attributable to stockholders after adjustment of redeemable limited partners' capital to redemption amount | $ (865,292) | $ (2,713,256) | $ 7,376 |
Weighted average shares outstanding: | |||
Basic (shares) | 35,681 | 25,633 | 5,858 |
Diluted (shares) | 35,681 | 25,633 | 5,858 |
Earnings (loss) per share attributable to stockholders after adjustment of redeemable limited partners' capital to redemption amount: | |||
Basic (usd per share) | $ (24.25) | $ (105.85) | $ 1.26 |
Diluted (usd per share) | $ (24.25) | $ (105.85) | $ 1.26 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 234,785 | $ 332,617 | $ 375,086 |
Net unrealized (loss) gain on marketable securities | (213) | 203 | 50 |
Total comprehensive income | 234,572 | 332,820 | 375,136 |
Less: comprehensive income attributable to noncontrolling interest | (195,885) | (304,448) | (367,760) |
Comprehensive income attributable to Premier, Inc. | $ 38,687 | $ 28,372 | $ 7,376 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalClass A Common Stock | Additional Paid-In CapitalClass B Common Stock | Common Stock Subscribed | Subscriptions Receivable | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Jun. 30, 2012 | 6,156 | |||||||||||||
Beginning balance at Jun. 30, 2012 | $ 78,436 | $ 61 | $ 35,427 | $ 43,223 | $ (275) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Repurchase of common stock (in shares) | (555) | |||||||||||||
Repurchase of common stock | (7,240) | $ (5) | (7,235) | |||||||||||
Issuance of common stock subscribed (shares) | 75 | |||||||||||||
Issuance of common stock subscribed | 0 | $ 975 | $ (975) | |||||||||||
Payment on stock subscriptions (in shares) | 52 | (52) | ||||||||||||
Payment on stock subscriptions | 675 | $ 1 | 674 | $ (675) | 675 | |||||||||
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) loss attributable to noncontrolling interest in S2S Global | (1,479) | (1,479) | ||||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 0 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2013 | 5,653 | 23 | ||||||||||||
Ending balance at Jun. 30, 2013 | 77,768 | $ 57 | 28,866 | $ 300 | (300) | 50,599 | (1,754) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Repurchase of common stock (in shares) | (49) | |||||||||||||
Repurchase of common stock | (646) | $ (1) | (645) | |||||||||||
Payment on stock subscriptions (in shares) | 23 | (23) | ||||||||||||
Payment on stock subscriptions | 300 | 300 | $ (300) | $ 300 | ||||||||||
Common stock issued (shares) | 32,375 | |||||||||||||
Common stock issued | 821,671 | $ 324 | $ 821,347 | |||||||||||
Purchase of common units | $ (247,742) | $ (30,072) | $ (247,742) | $ (30,072) | ||||||||||
Contribution of PHSI common stock in connection with the IPO (in shares) | (5,627) | |||||||||||||
Contribution of PHSI common stock in connection with the IPO | (76,916) | $ (56) | (76,860) | |||||||||||
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) | $ 112,608 | (412,860) | $ 3 | ||||||||||
Redemption of limited partner (shares) | (97) | |||||||||||||
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) loss attributable to noncontrolling interest in S2S Global | 949 | 949 | ||||||||||||
Net unrealized gain on marketable securities | 40 | 40 | ||||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 0 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2014 | 32,375 | 112,511 | ||||||||||||
Ending balance at Jun. 30, 2014 | (2,470,311) | $ 324 | (2,469,873) | (805) | 43 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Increase in deferred tax asset related to the Reorganization | 0 | |||||||||||||
Increase in payables pursuant to the tax receivable agreements | 0 | |||||||||||||
Redemption of limited partner (shares) | (910) | |||||||||||||
Adjustment of redeemable limited partners' capital to redemption amount | (904,035) | |||||||||||||
Stock-based compensation expense | 28,498 | 28,498 | ||||||||||||
Repurchase of vested restricted stock | (135) | (135) | ||||||||||||
Net income attributable to shareholders | 38,743 | 38,743 | ||||||||||||
Net (income) loss attributable to noncontrolling interest in S2S Global | 1,836 | 1,836 | ||||||||||||
Net unrealized gain on marketable securities | (48) | (48) | ||||||||||||
Reduction in tax receivable agreement liability related to departed member owners | 1,905 | 1,905 | ||||||||||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 5,218 | (5,218) | ||||||||||||
Exchange of Class B common units for Class A common stock by member owners | 175,115 | $ 53 | 175,062 | |||||||||||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 18,097 | $ 18,097 | ||||||||||||
Issuance of Class A common stock under equity incentive plan (in shares) | 76 | |||||||||||||
Issuance of Class A common stock under equity incentive plan | 1,508 | $ 1,508 | ||||||||||||
Purchase of noncontrolling interest in S2S Global | (14,518) | (13,487) | $ (1,031) | |||||||||||
Increase in deferred tax asset related to purchase of noncontrolling interest in S2S Global | 5,243 | 5,243 | ||||||||||||
Adjustment to redeemable limited partners' capital to redemption amount | (904,035) | $ (216,691) | (687,344) | |||||||||||
Ending balance (in shares) at Jun. 30, 2015 | 37,669 | 106,383 | ||||||||||||
Ending balance at Jun. 30, 2015 | $ (3,118,102) | $ 377 | $ (3,118,474) | $ (5) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Operating activities | |||
Net income | $ 234,785 | $ 332,617 | $ 375,086 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 54,322 | 39,823 | 29,220 |
Equity in net income of unconsolidated affiliates | (21,285) | (16,976) | (11,968) |
Deferred income taxes | 18,294 | 9,820 | 3,258 |
Loss (gain) on investment | 1,000 | (38,372) | 0 |
Loss on disposal of long-lived assets | 15,243 | 0 | 0 |
Stock-based compensation | 28,498 | 19,476 | 0 |
Adjustment to tax receivable agreement liability | 0 | 6,215 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, prepaid expenses and other current assets | (18,964) | (18,924) | (14,005) |
Other assets | (1,736) | (1,680) | 496 |
Inventory | (12,235) | (8,082) | (6,774) |
Accounts payable, accrued expenses, revenue share obligations and other current liabilities | 60,834 | 45,997 | 3,521 |
Long-term liabilities | 2,791 | (3,585) | (2,680) |
Other operating activities | 2,511 | 1,793 | 2,115 |
Net cash provided by operating activities | 364,058 | 368,122 | 378,269 |
Investing activities | |||
Purchase of marketable securities | (395,302) | (500,835) | (69,302) |
Proceeds from sale of marketable securities | 385,788 | 148,019 | 115,056 |
Proceeds from sale of investment in Global Healthcare Exchange, LLC | 0 | 38,372 | 0 |
Acquisition of Meddius, L.L.C., net of owner note receivable | 0 | (7,737) | 0 |
Purchase of noncontrolling interest in S2S Global | (14,518) | 0 | 0 |
Investment in unconsolidated affiliate | (5,000) | 0 | 0 |
Distributions received on equity investment | 18,900 | 15,650 | 12,470 |
Decrease in restricted cash | 5,000 | 0 | 0 |
Capital expenditures | (70,734) | (55,740) | (42,427) |
Other investing activities | 0 | 0 | (967) |
Net cash (used in) provided by investing activities | (231,873) | (397,103) | 14,830 |
Financing activities | |||
Payments made on notes payable | (1,403) | (9,297) | (17,761) |
Proceeds from S2S Global revolving line of credit | 1,007 | 6,000 | 5,604 |
Payments on S2S Global revolving line of credit | (14,715) | 0 | 0 |
Proceeds from senior secured line of credit | 0 | 60,000 | 10,000 |
Payments on senior secured line of credit | 0 | (60,000) | (10,000) |
Payments made in connection with the origination of credit facility | 0 | (2,511) | 0 |
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions | 0 | 821,671 | 0 |
Payments made in connection with the IPO | 0 | (2,822) | (3,089) |
Purchases of Class B common units from member owners | 0 | (543,857) | 0 |
Proceeds from issuance of PHSI common stock | 0 | 300 | 525 |
Repurchase of restricted units | 0 | 12,685 | 0 |
Proceeds from exercise of stock options | 1,508 | 0 | 0 |
Repurchase of restricted units | (135) | (11) | 0 |
Proceeds from issuance of redeemable limited partnership interest | 0 | 0 | 8,143 |
Distributions to limited partners of Premier LP | (92,212) | (319,687) | (329,047) |
Payments to limited partners of Premier LP related to tax receivable agreements | (11,499) | 0 | 0 |
Net cash used in financing activities | (117,449) | (37,529) | (335,625) |
Net increase (decrease) in cash and cash equivalents | 14,736 | (66,510) | 57,474 |
Cash and cash equivalents at beginning of year | 131,786 | 198,296 | 140,822 |
Cash and cash equivalents at end of year | 146,522 | 131,786 | 198,296 |
Supplemental schedule of non cash investing and financing activities: | |||
Issuance of limited partnership interest for notes receivable | 0 | 7,860 | 61,859 |
Payable to member owners issued upon repurchase of ownership interest | 2,046 | 1,781 | 14,268 |
Reduction in tax receivable agreement liability related to departed member owners | 2,007 | 0 | 0 |
Reduction in redeemable limited partners' capital to reduce outstanding receivable | 0 | 28,009 | 301 |
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 6,506 | 6,227 | 7,668 |
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 22,432 | 22,351 | 0 |
Increase in redeemable limited partners' capital for adjustment to redemption amount, with offsetting decrease in additional paid-in capital and accumulated deficit | 904,035 | 2,741,588 | 0 |
Reduction in redeemable limited partners' capital, with offsetting increase in common stock and additional paid-in capital, related to quarterly exchange by member owners | 175,062 | 0 | 0 |
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 18,097 | 0 | 0 |
Increase in tax receivable agreement liability related to quarterly exchange by member owners | 57,177 | 0 | 0 |
Increase in deferred tax assets related to quarterly exchange by member owners | 75,073 | 0 | 0 |
Reduction in deferred tax assets related to departed member owners | 201 | 0 | 0 |
Increase in deferred tax assets related to purchase of noncontrolling interest in S2S Global | 5,243 | 0 | 0 |
Increase in deferred tax assets and additional paid-in capital related to the Reorganization | 0 | 282,972 | 0 |
Increase in payables and decrease in additional paid-in capital pursuant to the tax receivable agreements | 0 | 186,077 | 0 |
Reduction in prepaid expenses and other current assets for IPO costs capitalized to additional paid-in capital | 0 | 2,822 | 3,089 |
Issuance of common stock for subscriptions receivable | 0 | 0 | 975 |
SYMMEDRx | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (28,690) | 0 |
MEMdata, LLC | |||
Investing activities | |||
Acquisition, net of cash acquired | 0 | (6,142) | 0 |
Aperek acquisition | |||
Investing activities | |||
Acquisition, net of cash acquired | (47,446) | 0 | 0 |
TheraDoc acquisition | |||
Investing activities | |||
Acquisition, net of cash acquired | $ (108,561) | $ 0 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization Premier, Inc. ("Premier" or the "Company") is a publicly-held, for-profit Delaware corporation primarily owned by hospitals, health systems and other healthcare organizations (such owners of Premier are referred to herein as "member owners") located in the United States, and public stockholders. The Company, together with its subsidiaries and affiliates, is a 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 assist 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. See Note 24 - Segments for further information related to the Company's reportable business segments. 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 the Company's 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 management services. Basis of Presentation and Consolidation The Company, through its wholly-owned subsidiary, Premier Services, LLC ("Premier GP"), holds a 26% controlling general partner interest in, and, as a result, consolidates the financial statements of, Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' 74% ownership of Premier LP is reflected as redeemable limited partners' capital in the Company's consolidated balance sheets, and their proportionate share of income in Premier LP is reflected within net income attributable to noncontrolling interest in Premier LP in the Company's consolidated statements of income and within comprehensive income attributable to noncontrolling interest in the consolidated statements of comprehensive income. The member owners owned approximately 74% and 78% of the Company's combined Class A and Class B common stock (the "common stock") through their ownership of Class B common stock at June 30, 2015 and 2014, respectively. During the year ended June 30, 2015, the member owners exchanged approximately 4% of their Class B common units and associated Class B common stock for Class A common stock in accordance with their quarterly exchange rights under an exchange agreement (the "Exchange Agreement") entered into by the member owners in connection with the Reorganization and IPO. See Note 2 - Initial Public Offering and Reorganization for further information on the Exchange Agreement. As a result, at June 30, 2015, the member owners owned approximately 74% of the Company's combined common stock through their ownership of Class B common stock, and the public investors, which may include member owners that have received shares of Class A common stock in connection with the previous exchanges, owned approximately 26% of the Company's outstanding common stock. After the completion of a series of transactions following the consummation of the initial public offering ("IPO"), referred to as the "Reorganization" (and, collectively with the IPO, the "Reorganization and IPO"), 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. See Note 2 - Initial Public Offering and Reorganization for further information related to the IPO and the Reorganization. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in accordance with U.S. generally accepted accounting principles ("GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. 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. Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated financial statements in accordance with GAAP 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. Significant 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, uncertain income taxes, deferred revenue, estimates of future cash flows associated with asset impairments, and the allocation of purchase price. 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 REO
INITIAL PUBLIC OFFERING AND REORGANIZATION | 12 Months Ended |
Jun. 30, 2015 | |
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 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 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 all limited partners holding 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. Voting Trust Agreement Additionally, in connection with the Reorganization and IPO, Premier's member owners entered into a voting trust agreement (the "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 must 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 the 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 has 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 (the "Registration Rights Agreement") which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the Registration Rights Agreement, Premier filed with the SEC a resale shelf registration statement for resales from time to time of its Class A common stock issued to the member owners in exchange for their Class B common units pursuant to the Exchange Agreement, subject to various restrictions. The registration statement was declared effective by the SEC in November, 2104. 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 agreement with the member owners which became effective upon the completion of the Reorganization and IPO. Pursuant to the terms of the tax receivable agreement, Premier has agreed to pay to the member owners for as long as the member owner remains a limited partner, generally over a 15 -year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable agreement) as a result of the increases in tax basis resulting from the initial sale of Class B common units by the member owners in connection with the Reorganization, as well as subsequent exchanges by such member owners pursuant to the Exchange Agreement, and of certain other tax benefits related to Premier entering into the tax receivable 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, in the aggregate, 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 redemption amount, which is the greater of the book value or redemption amount per the LP Agreement; • adjustments that give effect to the tax receivable agreement, including the effects of the increase in the tax basis of Premier LP's assets resulting from Premier's purchase of Class B common units from the member owners; and • estimated payments due to member owners pursuant to the tax receivable agreement equal to 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income and franchise tax that Premier actually realizes (or is deemed to realize in the case of certain payments required to be made upon certain occurrences under such tax receivable 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 agreement. Premier accounted for the Reorganization as a non-substantive transaction in a manner similar to a transaction between entities under common control pursuant to Accounting Standards Codification Topic 805, Business Combinations . Accordingly, after the Reorganization, the assets and liabilities of Premier are reflected at their carryover basis. The following table presents the adjustments to the balance sheet upon the consummation of the 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 has made 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 resulted 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 the tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO, pursuant to which Premier agreed to pay to the member owners, generally over a 15 -year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local and franchise income tax that Premier actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable 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 unaudited 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 agreement take these adjustments and additional resulting deductions into account. • Premier LP's election under Section 754 of the Code is at the discretion of Premier LP and is not subject to review or approval by the IRS or other tax authorities. The computation of the adjustments resulting from the Section 754 election and Premier's tax liability is subject to audit by the IRS and other tax authorities in the same manner as all other items reported on income tax returns. • 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 agreement. • Deferred tax assets are measured based on the difference in tax basis of Premier's investment in Premier LP as compared to its GAAP carrying value and include the change in allocations in connection with the Reorganization. The adjustments related to Premier LP's Section 754 election described above are a component of Premier's tax basis in Premier LP. Pursuant to the terms of the Exchange Agreement, the member owners and new limited partners admitted to Premier LP following the completion of the IPO may subsequently exchange Class B common units in Premier LP for shares of Premier's Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier's Class A common stock pursuant to the Exchange Agreement may result in increases in the tax basis of the tangible and intangible assets of Premier LP ( 85% of the realized tax benefits from which will be due to the limited partners and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These subsequent exchanges have not been reflected in the consolidated financial statements. (4) Reflects the increase in the noncontrolling interest held by the limited partners in Premier 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 common units 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 Policies
Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Business Combinations We account for acquisitions using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. 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. 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. 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. 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. Accounts Receivable Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company's receivables. 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 attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted. Inventory Inventory consisting of finished goods, primarily 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. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. Restricted Cash Restricted cash of $5.0 million at June 30, 2014 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. In April 2015, the funds in the trust were determined to be in excess of regulatory requirements and the trust was terminated. As such, $5.0 million was released from restriction and is included in cash and cash equivalents in the accompanying consolidated balance sheets as of June 30, 2015. Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives (“EUL”) of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets' EUL. See Note 8 - Property and Equipment, Net. 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 $57.9 million and $41.1 million during the years ended June 30, 2015 and 2014, respectively. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used, and the effects of obsolescence, demand, competition and other economic factors. Intangible Assets Intangible assets consist primarily of acquired technology, customer relationships and trade names, and are amortized over their EUL. See Note 9 - Intangible Assets, Net. The Company reviews the carrying value of intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the intangible asset is used, and the effects of obsolescence, demand and competition, as well as other economic factors. An impairment loss is recognized if the carrying amount of a definite-lived intangible asset exceeds the estimated fair value on the measurement date. 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 accounting rules, the Company may 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 the 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 a quantitative assessment, did not result in any goodwill impairment charges during the fourth quarter of the fiscal year ended June 30, 2015. 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. The amounts deferred are invested in assets at the direction of the employee. 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 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 $2.6 million and $0.3 million at June 30, 2015 and 2014, 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, 2015 and 2014. The non-current portion of the deferred compensation plan assets, totaling $37.5 million and $32.9 million at June 30, 2015 and 2014, respectively, is included in long-term 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, 2015 and 2014. Unrealized loss and unrealized gain of $0.8 million and $2.0 million , respectively, on plan assets as of June 30, 2015 and 2014, respectively, are included in other (expense) income, net in the accompanying consolidated statements of income. The corresponding income and expense of $0.8 million and $2.0 million , respectively, are included in selling, general and administrative expense in the accompanying consolidated statements of income for years ended June 30, 2015 and 2014, respectively. Unrealized gains and losses on plan assets for the year ended June 30, 2013 were insignificant. 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 lower of cost or fair value, as appropriate, and are classified as long-term and included in other assets. 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. These investments are classified as long-term and included in other assets. See Note 12 - Investments. The Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired. Gains and losses are recognized when realized and recorded in other income (expense), net in the accompanying consolidated statements of income. 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 the member owners as the Company realizes 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 the Company and the member owners. Determining the estimated amount of tax savings the Company expects 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 that are the result of a change in tax accounting method are recorded in selling, general and administrative expense in the consolidated statements of income. Changes in the estimated tax receivable agreement liability that are related to new basis changes as a result of the exchange of Class B common units for a like number of shares of Class A common stock or as a result of departed member owners are recorded as an increase to additional paid-in capital in the consolidated statements of stockholders' (deficit) equity. 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 proceeds 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 redemption amount, which represents 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). Distributions to Limited Partners under the LP Agreement Premier LP makes quarterly distributions to Premier, Inc. as the general partner and to the limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. The general partner distribution is based on the general partner's ownership in Premier LP. The limited partner distributions are based on the limited partners' ownership in Premier LP and relative participation across Premier service offerings. While the limited partner distributions are partially based on relative participation across Premier service offerings, the actual distribution is not solely based on revenue generated from an individual partner’s participation as distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as income or loss generated by non-owner members' participation in Premier’s service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. 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 100 to 170 days following contract execution before the SaaS informatics products can be fully utilized by the member. The Company sells certain perpetual and term licenses that include mandatory post-contract customer support in the form of maintenance and support services. Pricing varies by application and size of healthcare system. Fees for the initial period include the license fees, implementation fees and the initial bundled maintenance and support services fees. The fees for the initial period are recognized straight-line over the remaining initial period following implementation. Subsequent renewal maintenance and support services fees are recognized on a straight-line basis over the contractually stated renewal periods. Implementation services are provided to the customer prior to the use of the software and do not involve significant customization or modification. Implementation is generally 300 to 350 days following contract execution before the licensed software 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 s |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS None of the following acquisitions were considered significant to the accompanying consolidated financial statements. Acquisition of Noncontrolling Interest in S2S Global On February 2, 2015, the Company purchased the remaining 40% of the outstanding shares of common stock of S2S Global for approximately $14.5 million . In connection with the purchase, the Company repaid the $14.2 million balance outstanding under the S2S Global line of credit and terminated the S2S Global line of credit prior to its maturity date. The Company utilized available funds on hand to complete the acquisition and pay-off the S2S Global line of credit. Acquisition of TheraDoc, Inc. On September 1, 2014, the Company completed the acquisition of 100% of the outstanding shares of TheraDoc, Inc. ("TheraDoc") for approximately $108.6 million , subject to potential purchase price adjustments. TheraDoc is a leading provider of clinical surveillance software to healthcare organizations across the country that brings together disparate data from a hospital's source systems and helps alert clinicians to potential risks. The Company utilized available funds on hand to complete the acquisition. Assets acquired and liabilities assumed were recorded at their estimated fair values as of September 1, 2014, with the remaining unallocated purchase price recorded as goodwill. Management's estimates and assumptions are subject to change within the measurement period (not to exceed one year). Acquisition of Aperek, Inc. On August 29, 2014, the Company completed the acquisition of 100% of the outstanding shares of Aperek, Inc. ("Aperek"), (formerly Mediclick), for approximately $47.4 million , subject to potential purchase price adjustments. Aperek is a SaaS-based supply chain solutions company focused on purchasing workflow and analytics. The Company utilized available funds on hand to complete the acquisition. Assets acquired and liabilities assumed were recorded at their estimated fair values as of August 29, 2014, with the remaining unallocated purchase price recorded as goodwill. Management's estimates and assumptions are subject to change within the measurement period (not to exceed one year). Acquisition of MEMdata, LLC On April 7, 2014, the Company 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 $6.1 million . The Company funded the acquisition with available cash on hand. Assets acquired and liabilities assumed were recorded at their estimated fair values as of April 7, 2014, with the remaining unallocated purchase price recorded as goodwill. Acquisition of Meddius, L.L.C. On October 31, 2013, the Company 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 $7.7 million . The Company funded the acquisition with available cash on hand. Assets acquired and liabilities assumed were recorded at their estimated fair values as of October 31, 2013, with the remaining unallocated purchase price recorded as goodwill. Acquisition of SYMMEDRx, LLC 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 13 - Lines of Credit for further information. Assets acquired and liabilities assumed were recorded at their estimated fair values as of July 19, 2013, with the remaining unallocated purchase price recorded as goodwill. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 Commercial paper $ 43,067 $ 12 $ — $ 43,079 U.S. government debt securities 101,597 66 (8 ) 101,655 Corporate debt securities 211,079 34 (129 ) 210,984 Asset-backed securities 59,692 12 (10 ) 59,694 $ 415,435 $ 124 $ (147 ) $ 415,412 June 30, 2014 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 Commercial paper, U.S. government securities, corporate debt securities and asset-backed securities are included in current portion of marketable securities and long-term portion of marketable securities in the accompanying consolidated balance sheets. At June 30, 2015, the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 240,672 $ 240,667 Due after one year through five years 174,763 174,745 $ 415,435 $ 415,412 See Note 6 - Fair Value Measurements for further discussion related to the Company’s measurement of fair market value for its marketable securities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2015 | |
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) June 30, 2015 Cash equivalents $ 33,434 $ 33,434 $ — Commercial paper 43,079 — 43,079 U.S. government debt securities 101,655 34,145 67,510 Corporate debt securities 210,984 — 210,984 Asset-backed securities 59,694 — 59,694 Deferred compensation plan assets (a) 40,057 40,057 — Total assets $ 488,903 $ 107,636 $ 381,267 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 (a) Deferred compensation plan assets consist of highly liquid mutual fund investments. Cash equivalents are included in cash and cash equivalents; commercial paper, U.S. government debt securities, corporate debt securities and asset-backed securities are included in current portion and long-term portion of marketable securities; and deferred compensation plan assets are included in prepaid expenses and other current assets ( $2.6 million and $0.3 million at June 30, 2015 and June 30, 2014 , respectively) and other assets ( $37.5 million and $32.9 million at June 30, 2015 and June 30, 2014 , 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 Company had no assets for which fair value is measured on a recurring basis at June 30, 2015 and 2014 that would be classified as Level 3. 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 by approximately $0.6 million and $0.7 million at June 30, 2015 and June 30, 2014 , respectively, based on an assumed market interest rate of 1.6% and 1.5% , respectively, at June 30, 2015 and June 30, 2014 . See Note 14 - Notes Payable for more information. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of the following (in thousands): June 30, 2015 2014 Accounts receivable $ 99,019 $ 67,549 Other 1,254 1,082 100,273 68,631 Allowance for doubtful accounts (1,153 ) (1,054 ) Accounts receivable, net $ 99,120 $ 67,577 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 2015 | |
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 2015 2014 Capitalized software 3-5 years $ 298,106 $ 258,305 Computer hardware 3-5 years 46,806 40,003 Furniture and other equipment 5 years 7,630 7,624 Leasehold improvements Lesser of EUL or term of lease 15,768 15,201 368,310 321,133 Accumulated depreciation and amortization (220,685 ) (186,582 ) Property and equipment, net $ 147,625 $ 134,551 Depreciation and amortization expense related to property and equipment for the years ended June 30, 2015, 2014, and 2013 was $45.2 million , $36.8 million and $27.7 million , respectively. Unamortized capitalized software costs at June 30, 2015 and 2014 were $120.4 million and $106.7 million , respectively. During the year ended June 30, 2015, the Company recognized a loss on disposal of long-lived assets of approximately $15.2 million primarily comprised of $13.3 million in capitalized software costs, which were included in the performance services segment. The Company specifically identified these capitalized software assets as having no future economic benefit in conjunction with the on-going integration of the TheraDoc acquisition during its annual inventory process in May 2015. See Note 4 - Business Acquisitions. The Company did not incur a material loss on disposal of long-lived assets during the years ended June 30, 2014 and 2013. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET Intangible assets, net consist of the following (in thousands): Estimated Useful Life June 30, 2015 June 30, 2014 Technology 5.0 years $ 34,524 $ 20,257 Customer relationships 8.3 years 16,120 6,830 Non-compete agreements 3.0 years 80 80 Trade names 4.9 years 5,760 3,990 56,484 31,157 Accumulated amortization (17,815 ) (20,302 ) Total intangible assets, net $ 38,669 $ 10,855 Amortization expense of intangible assets was $9.1 million , $3.1 million and $1.5 million for the years ended June 30, 2015, 2014 and 2013, respectively. Amortization expense related to technology was $6.1 million , $1.5 million and $0.2 million for the years ended June 30, 2015, 2014 and 2013, respectively. During the year ended June 30, 2015, the Company wrote-off approximately $11.6 million in fully amortized intangible assets. The estimated aggregate amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2016 $ 9,448 2017 8,940 2018 8,416 2019 6,977 2020 2,193 Thereafter 2,695 Total amortization expense $ 38,669 The net carrying value of intangible assets by segment is as follows (in thousands): June 30, 2015 June 30, 2014 Supply Chain Services $ 347 $ 1,392 Performance Services 38,322 9,463 Total $ 38,669 $ 10,855 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL Goodwill consists of the following (in thousands): Supply Chain Services Performance Services Total Balance at June 30, 2014 $ 31,765 $ 62,686 $ 94,451 TheraDoc acquisition — 81,555 81,555 Aperek acquisition — 39,639 39,639 Balance at June 30, 2015 $ 31,765 $ 183,880 $ 215,645 |
Other Long-Term Assets
Other Long-Term Assets | 12 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | OTHER LONG-TERM ASSETS Other long-term assets consist of the following (in thousands): June 30, 2015 2014 Investments $ 14,283 $ 7,895 Deferred loan costs, net 2,095 2,511 Other 759 730 $ 17,137 $ 11,136 The Company recorded $0.3 million and $0.2 million in amortization expense on deferred loan costs during the years ended June 30, 2015 and 2014, respectively. There was no amortization expense on deferred loan costs during the year ended June 30, 2013. Amortization expense on deferred loan costs is recognized based on the straight-line method, which approximates the effective interest method, and is included in interest and investment income, net in the consolidated statements of income. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 . The Company accounts for its investment in Innovatix using the equity method of accounting. The carrying value of the Company's investment in Innovatix was $9.3 million and $6.9 million at June 30, 2015 and 2014 , respectively, and is included in other assets in the accompanying consolidated balance sheets. 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 $21.3 million , $17.0 million and $12.0 million for the year ended June 30, 2015 , 2014 , and 2013 , respectively, all of which is included in the supply chain services segment. On May 1, 2015, Premier, through its subsidiary, PSCI, purchased 5,000,000 units of Class B Membership Interests in PharmaPoint, LLC ("PharmaPoint) for $5.0 million , which provided PSCI with a 28% ownership interest in PharmaPoint. The remaining 72% ownership interest is held by Nations Pharmaceuticals, LLC through its 13,000,000 units of Class A Membership Interests. The Company accounts for its investment in PharmaPoint using the equity method of accounting. The carrying value of the Company's investment in PharmaPoint is approximately $5.0 million at June 30, 2015 and is included in other assets in the accompanying consolidated balance sheet at June 30, 2015. The Company's 28% ownership share of PharmaPoint's net loss included in equity in net income from unconsolidated affiliates in the accompanying consolidated statements of income is $0.05 million for the year ended June 30, 2015 all of which is included in the supply chain services segment. |
LINES OF CREDIT
LINES OF CREDIT | 12 Months Ended |
Jun. 30, 2015 | |
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, PSCI and PHSI, as Co-Borrowers, Premier GP, and certain domestic subsidiaries of Premier GP, as Guarantors, entered into an unsecured credit agreement, dated as of June 24, 2014, and amended on June 4, 2015 (the "Credit Agreement"). The Credit Agreement has a maturity date of June 24, 2019. The Credit Agreement 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. The Credit Agreement also provides that the maximum principal amount of the credit facility may be increased from time to time at the Company's request up to an aggregate additional amount of $250.0 million , subject to lender approval. The Credit Agreement includes an unconditional and irrevocable guaranty of all obligations under the Credit Agreement by Premier GP, certain domestic subsidiaries of Premier GP and future guarantors, if any. Premier is not a guarantor under the Credit Agreement. The Credit Agreement permits the Company to prepay amounts outstanding without premium or penalty provided that Co-Borrowers 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 Agreement. Committed loans may be in the form of Eurodollar Rate Loans or Base Rate Loans, as defined in the Credit Agreement, at the Company's 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, 2015, the interest rate for three-month Eurodollar Rate Loans was 1.41% and the interest rate for Base Rate Loans was 3.375% . The Co-Borrowers 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, 2015, the commitment fee was 0.125% . The Credit Agreement 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 Agreement, Premier GP is not permitted to allow its Consolidated Total Leverage Ratio (as defined in the Credit Agreement) 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 Agreement) of 3.00 to 1.00 at the end of every fiscal quarter. The Company was in compliance with all such covenants at June 30, 2015. The Credit Agreement 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 Agreement). If any event of default occurs and is continuing, the Administrative Agent under the Credit Agreement 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 Agreement to be immediately due and payable. Proceeds from borrowings under the Credit Agreement may generally be used to finance ongoing working capital requirements, including permitted acquisitions and other general corporate purposes. As of June 30, 2015 and 2014, there were no outstanding borrowings under the Credit Agreement. As of June 30, 2015, the Company had approximately $25.0 million available under the letter of credit commitments. On February 2, 2015, the Company purchased the remaining 40% of the outstanding shares of common stock of S2S Global. In connection with the purchase, the Company repaid the $14.2 million balance outstanding under the S2S Global line of credit and terminated the S2S Global line of credit prior to its maturity date. At June 30, 2014 , S2S Global had $13.7 million outstanding on the revolving line of credit, which is included within the current portion of notes payable and line of credit in the accompanying consolidated balance sheets. Cash paid for interest during the year ended June 30, 2015 was $0.1 million . |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE At June 30, 2015 and 2014 , the Company had $17.9 million and $20.0 million , respectively, in notes payable consisting primarily of non-interest bearing notes payable outstanding to departed member owners, of which $2.2 million and $4.0 million , respectively, are included in current portion of notes payable and line of credit and $15.7 million and $15.8 million , respectively, are included in notes payable, less current portion, in the accompanying consolidated balance sheets. Future minimum principal payments as of June 30, 2015 are as follows (in thousands): 2016 $ 2,256 2017 5,378 2018 7,995 2019 260 2020 2,046 Thereafter — Total principal payments $ 17,935 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following (in thousands): June 30, 2015 2014 Deferred rent $ 15,996 $ 15,960 Reserve for uncertain tax positions 3,436 1,438 Accrued compensation 1,482 834 Other long-term liabilities $ 20,914 $ 18,232 |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 12 Months Ended |
Jun. 30, 2015 | |
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, 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' 74% ownership of Premier LP at June 30, 2015 . 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 is recorded at the redemption amount, which represents the greater of the book value or redemption amount per the LP Agreement, and is classified as temporary equity in the mezzanine section of the consolidated balance sheet at June 30, 2015 . 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. For the years ended June 30, 2015 and 2014 the Company recorded an adjustment to fair value for the redemption amount to redeemable limited partners' capital of $904.0 million and $2,741.6 million , respectively. During the year ended June 30, 2015, the Company recorded a reduction of $175.1 million to redeemable limited partners' capital to reflect the exchange of Class B common units and associated shares of Class B common stock by the member owners for a like number of shares of the Company's Class A common stock pursuant to the terms of the Exchange Agreement. The following table summarizes the number of Class B common units and associated shares of Class B common stock exchanged by member owners for a like number of shares of the Company's Class A common stock during the year ended June 30, 2015: Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital October 31, 2014 4,685,267 $ 156,394 February 2, 2015 257,027 8,261 April 30, 2015 275,983 10,460 5,218,277 $ 175,115 The table below shows the changes in redeemable limited partners' capital classified as temporary equity from June 30, 2012 to June 30, 2015 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital 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 Redemption of limited partners — (14,268 ) — (14,268 ) Net income attributable to Premier LP — 369,189 — 369,189 Distributions to limited partners — (336,715 ) — (336,715 ) Net unrealized gain 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 Redemption of limited partners — (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 June 30, 2014 $ (18,139 ) $ 3,262,666 $ 147 $ 3,244,674 Distributions applied to receivables from limited partners 6,506 — — 6,506 Redemption of limited partners — (2,046 ) — (2,046 ) Net income attributable to Premier LP — 194,206 — 194,206 Distributions to limited partners — (92,273 ) — (92,273 ) Net unrealized loss on marketable securities — — (155 ) (155 ) Exchange of Class B common units for Class A common stock by member owners — (175,115 ) — (175,115 ) Adjustment to redemption amount — 904,035 — 904,035 June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 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, 2015. During the year ended June 30, 2015, four limited partners 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 the 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 prior to the 60 th day after the end of each calendar quarter instead of a semi-annual basis. The Company makes quarterly distributions to its limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. These partner distributions are based on the limited partner’s ownership in Premier LP and relative participation across Premier service offerings. While these distributions are based on relative participation across Premier service offerings, it is not based directly on revenue generated from an individual partner’s participation as the distributions are based on the net income or loss of the Partnership which encompass the operating expenses of the Partnership as well as participation by non-owner members in Premier’s service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. As provided in the limited partnership agreement, the amount of actual cash distributed may be reduced by the amount of such distributions used by limited partners to offset contribution loans or other amounts payable to the Company. Premier LP made a quarterly distribution on February 27, 2014 to its limited partners of $17.4 million and a quarterly distribution on May 29, 2014 to its limited partners of $21.4 million . Each distribution was equal to the previous fiscal quarter's total taxable income for Premier LP multiplied by the Company's standalone 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 equal to the total taxable income for Premier LP for the three months ended June 30, 2014 multiplied by the Company's stand-alone effective combined federal, state and local income tax rate. At June 30, 2014, the quarterly distribution payable to the limited partners of $22.4 million is reflected in limited partners' distribution payable in the accompanying consolidated balance sheets. Premier LP made a quarterly distribution on November 26, 2014 to its limited partners of $22.7 million , which is equal to Premier LP's total taxable income for the three months ended September 30, 2014 multiplied by the Company's stand-alone effective combined federal, state and local income tax rate. Premier LP made a quarterly distribution on February 26, 2015 to its limited partners of $23.7 million , which is equal to Premier LP's total taxable income for the three months ended December 31, 2014 multiplied by the Company's stand-alone effective combined federal, state and local income tax rate. Premier LP made a quarterly distribution on May 29, 2015 to its limited partners of $23.4 million , which is equal to Premier LP's total taxable income for the three months ended March 31, 2015 multiplied by the Company's stand-alone effective combined federal, state and local income tax rate. Premier LP will make a quarterly distribution, payable before August 28, 2015 (or prior to the 60th day after the end of the calendar quarter ended June 30, 2015), equal to Premier LP's total taxable income for the three months ended June 30, 2015 multiplied by the Company's stand-alone effective combined federal, state and local income tax rate. The distribution payable attributable to the limited partners of approximately $22.4 million at June 30, 2015 is reflected in limited partners' distribution payable in the accompanying consolidated balance sheets. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | STOCKHOLDERS' (DEFICIT) EQUITY As of June 30, 2015, there were 37,668,870 shares of its Class A common stock, par value $0.01 per share and 106,382,552 shares of its Class B common stock, par value $0.000001 per share, outstanding. 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. Pursuant to the Voting Trust Agreement, the trustee will vote all of the 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. Class B common stock will not be listed on any exchange and, except in connection with any permitted sale or transfer of Class B common units, cannot be sold or transferred. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share of Premier is computed by dividing net income (loss) attributable to stockholders after adjustment of redeemable limited partners' capital to redemption amount by the weighted average number of shares of common stock outstanding for the period. Net income (loss) attributable to stockholders 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 (loss) per share and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2015 (c) 2014 (d) 2013 (e) Numerator for basic and diluted (loss) income per share: Net (loss) income attributable to stockholders after adjustment of redeemable partners' capital to redemption amount $ (865,292 ) $ (2,713,256 ) $ 7,376 Denominator for basic (loss) income per share weighted average shares (a) 35,681 25,633 5,858 Effect of dilutive securities: (b) Stock options — — — Restricted stock units — — — Performance share awards — — — Denominator for diluted (loss) income per share-adjusted: Weighted average shares and assumed conversions 35,681 25,633 5,858 Basic net (loss) income per share from assumed conversions $ (24.25 ) $ (105.85 ) $ 1.26 Diluted net (loss) income per share from continuing operations $ (24.25 ) $ (105.85 ) $ 1.26 (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, 2015 and 2014. (b) For the year ended June 30, 2015, the effect of 60 stock options, 354 restricted stock units and 634 performance share awards were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. Additionally, the effect of 124 restricted stock units were also excluded from the diluted weighted average shares outstanding for the fiscal year ended June 30, 2014 due to the net loss sustained for the period. Further, the 106,383 Class B common units exchangeable for Class A common shares was excluded from the diluted weighted average shares outstanding for all periods presented because inclusion thereof would have been anti-dilutive for all such periods. (c) The weighted average shares calculation is based on the Premier, Inc. common shares outstanding for the year ended June 30, 2015. (d) The weighted average shares calculation is 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 calculation is based on the PHSI common shares outstanding for the year ended June 30, 2013. 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. See Note 2 - Initial Public Offering and Reorganization for further information. Pursuant to the terms of the Exchange Agreement, Premier has issued, on a quarterly basis, shares of Class A common stock to member owners in exchange for a like number of Class B common units of Premier LP. In connection with the exchange of Class B common units by member owners, shares of Premier's Class B common stock are surrendered by member owners and retired. The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement: Date of Quarterly Exchange Number of Class B Common Units Exchanged Number of Class B Common Shares Retired Upon Exchange Number of Class B Common Units Outstanding After Exchange Number of Class B Common Shares Outstanding After Exchange Number of Class A Common Shares Outstanding After Exchange Percentage of Combined Voting Power Class B/Class A Common Stock October 31, 2014 4,685,267 4,685,267 107,181,272 107,181,272 37,075,734 74%/26% February 2, 2015 257,027 257,027 106,658,535 106,658,535 37,353,364 74%/26% April 30, 2015 275,983 275,983 106,382,552 106,382,552 37,662,059 74%/26% July 31, 2015 (a) 91,374 91,374 106,078,063 106,078,063 37,762,544 74%/26% (a) As the quarterly exchange occurred on July 31, 2015, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2015. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 30, 2015 | |
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 $28.5 million and $19.5 million for the year ended June 30, 2015 and 2014, respectively, with a resulting deferred tax benefit of $10.8 million and $7.4 million , respectively, calculated at a rate of 38% , which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company's current effective income tax rate due to enacted state income tax rate changes. There was no stock-based compensation expense for the year ended June 30, 2013. At June 30, 2015, there was $38.4 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.48 years. 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, 2015, there were 6,710,054 shares available for grant under the 2013 Equity Incentive Plan. Restricted Stock Units. Restricted stock unit awards issued and outstanding generally vest over a three -year period. The following table includes information related to restricted stock unit awards for the year ended June 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2014 717,304 $ 27.29 Granted 160,425 $ 31.86 Vested (23,151 ) $ 28.14 Forfeited (35,487 ) $ 27.67 Outstanding at June 30, 2015 819,091 $ 28.15 At June 30, 2015, there was $10.2 million of unrecognized stock-based compensation expense related to restricted stock units that will be amortized over 1.40 years . Performance Share Awards. Performance share awards issued and outstanding generally vest over three years if performance targets are met. The following table includes information related to performance share awards for the year ended June 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2014 827,174 $ 27.00 Granted 278,123 $ 31.75 Vested — $ — Forfeited (13,429 ) $ 28.65 Outstanding at June 30, 2015 1,091,868 $ 28.19 At June 30, 2015, there was $14.2 million of unrecognized stock-based compensation expense related to performance share awards that will be amortized over 1.47 years . 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. Stock options generally vest in three equal annual installments over three years. The following table includes information related to stock options for the year ended June 30, 2015: Number of Options Weighted Average Exercise Price Outstanding at June 30, 2014 2,047,484 $ 27.00 Granted 674,078 $ 31.92 Exercised (55,866 ) $ 27.00 Forfeited (22,618 ) $ 29.26 Outstanding at June 30, 2015 2,643,078 $ 28.24 Outstanding and exercisable at June 30, 2015 1,309,785 $ 27.01 The aggregate intrinsic value of stock options outstanding at June 30, 2015 was $27.0 million . The aggregate intrinsic value of stock options outstanding and exercisable at June 30, 2015 was $15.0 million . The aggregate intrinsic value of stock options expected to vest at June 30, 2015 was $12.0 million . The intrinsic value of stock options exercised during the year ended June 30, 2015 was $0.5 million . There were no stock options exercised during the years ended June 30, 2014 and 2013 . At June 30, 2015, there was $14.0 million of unrecognized stock-based compensation expense related to stock options that will be amortized over 1.55 years . The Company estimates the fair value of each stock option on the date of grant using the Black-Scholes option pricing model, applying the following assumptions, and amortizes expense over the option's vesting period using the straight-line attribution approach: For options granted during the year ended: June 30, 2015 June 30, 2014 Expected life (1) 6 years 6 years Expected dividend (2) — — Expected volatility (3) 34.8% - 39.5% 42.00 % Risk-free interest rate (4) 1.66% - 1.89% 1.71 % Weighted average option grant date fair value $12.82 - $14.15 $ 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. |
PENSIONS AND OTHER POST-RETIREM
PENSIONS AND OTHER POST-RETIREMENT BENEFITS (Notes) | 12 Months Ended |
Jun. 30, 2015 | |
Postemployment Benefits [Abstract] | |
PENSIONS AND OTHER POST-RETIREMENT BENEFITS | PENSIONS AND OTHER POST-RETIREMENT BENEFITS The Company has a defined contribution 401(k) retirement savings plan (the 401(k) plan) which covers employees who meet certain age and service requirements. The Company had a defined contribution pension plan that was terminated in December 2014 and subsequently incorporated into the Company's defined contribution 401(k) plan. The pension plan provided 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 $3.9 million , $8.2 million and $7.5 million for the years ended June 30, 2015, 2014 and 2013, 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 $6.6 million , $6.8 million and $6.2 million for the years ended June 30, 2015, 2014 and 2013, 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, which terminated on December 31, 2014, and 401(k) plans. S ee Note 3 - Significant Accounting Policies. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2015 | |
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, all of which are 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, 2015 2014 2013 Current: Federal $ 15,240 $ 14,331 $ 5,690 State 2,808 3,558 778 Total current expense 18,048 17,889 6,468 Deferred: Federal 15,770 8,832 2,858 State 2,524 988 400 Total deferred expense 18,294 9,820 3,258 Provision for income taxes $ 36,342 $ 27,709 $ 9,726 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, 2015 2014 2013 Computed tax expense $ 94,895 $ 126,115 $ 134,684 Partnership income (federal) not subject to tax to the Company (82,751 ) (109,445 ) (126,703 ) State taxes (net of federal benefit) 1,961 2,136 1,023 Meals & entertainment and other permanent items 1,840 972 1,770 Research & development credits (2,160 ) (639 ) (1,725 ) Uncertain tax positions 1,303 579 281 Benefit on subsidiaries treated separately for income tax purposes (6,323 ) — — Gain on intercompany sale of Premier Plans, LLC — 11,908 — Change in valuation allowance 28,210 (3,150 ) — Other (633 ) (767 ) 396 Provision for income taxes $ 36,342 $ 27,709 $ 9,726 Effective income tax rate 13.4 % 7.7 % 2.5 % The effective tax rate has increased from the prior years as a result of the Reorganization which created additional partnership income subject to tax at the Company level and the valuation allowance recorded in the current year. Federal tax years ended June 30, 2014 and 2012 have not been examined by the Internal Revenue Service ("IRS") and remain open as of June 30, 2015. The Company is under examination by the IRS for tax year ended June 30, 2013. 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 under the provisions of IRC Section 382. At June 30, 2015, the Company had federal net operating loss carryforwards of $16.4 million that will begin expiring on June 30, 2017 unless utilized. At June 30, 2015, the Company had state net operating loss carryforwards of $9.6 million that will begin expiring on June 30, 2018, and PSCI had state net operating loss carryforwards of $6.5 million that will begin expiring on June 30, 2017, unless utilized, based on each respective state's regulations regarding carryforward limitations. The Company has federal research and development credit carryforwards of $2.4 million and nominal state credit carryforwards. The federal credits will begin expiring on June 30, 2020. 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 and the deferred tax assets of PHSI. Accordingly, as of June 30, 2015 and 2014, the Company has recognized net deferred tax assets of $353.7 million and $296.6 million , respectively. The increase in deferred tax assets is the result of intangible assets acquired in connection with the quarterly exchanges by member owners and an increase in equity compensation expense offset by the recording of the valuation allowance of $28.4 million on PHSI deferred tax assets. The Company recorded a decrease in valuation allowance of $0.2 million in the current year related to utilization and revaluation of the state net operating losses. Significant components of the Company's deferred tax assets and liabilities are as follows, (in thousands): June 30, 2015 2014 Deferred tax assets, current Accrued expenses and other $ 10,679 $ 6,617 Accrued vacation 3,692 3,030 Total current deferred tax assets 14,371 9,647 Valuation allowance for deferred tax assets (6,366 ) — Net current deferred tax assets 8,005 9,647 Deferred tax asset, noncurrent Partnership basis differences in Premier LP 337,889 271,404 Stock compensation 18,079 7,449 Accrued expenses 23,602 13,690 Net operating losses and credits 8,791 3,929 Other 3,609 2,728 Total deferred tax assets 391,970 299,200 Valuation allowance for deferred tax assets (22,313 ) (470 ) Net noncurrent deferred tax assets 369,657 298,730 Deferred tax liability, noncurrent Purchased intangible assets and depreciation (23,939 ) (11,794 ) Total net noncurrent deferred tax assets 345,718 286,936 Net deferred tax asset $ 353,723 $ 296,583 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, with an offset to selling, general and administrative expense, 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. The Company recorded $78.2 million in deferred tax assets and $57.2 million in tax receivable agreement liabilities related to quarterly exchanges by member owners during the year ended June 30, 2015. The Company also made tax receivable agreement liability payments of $11.5 million and reduced the liability by $2.0 million through an adjustment to additional paid-in capital in connection with departed member owners, which resulted in $235.9 million in total tax receivable agreement liabilities as of June 30, 2015. A reconciliation of the beginning and ending gross amounts of the Company's uncertain tax position reserves for the fiscal years ended June 30, 2015, 2014, and 2013 are as follows: June 30, 2015 2014 2013 Beginning of year balance $ 1,438 $ 759 $ 478 Increases in prior period tax positions 1,185 353 — Decreases due to lapse in statute of limitations (225 ) (253 ) — Increases in current period tax positions 1,038 579 281 End of year balance $ 3,436 $ 1,438 $ 759 Unrecognized tax benefits at June 30, 2015 include $3.2 million for tax positions that, if recognized, would impact the effective tax rate. The unrecognized tax benefits differ from the amount that would affect the Company's effective tax rate primarily because the unrecognized tax benefits were included on a gross basis and did not reflect the secondary impacts of the federal deduction for state taxes. 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 consolidated financial statements. The amount of accrued interest and penalties was negligible at June 30, 2015 and 2014. The Company made cash tax payments of $10.3 million during the year ended June 30, 2015. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2015 | |
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 11% of the outstanding partnership interests in Premier LP as of June 30, 2015 . Net administrative fees revenue recorded with GNYHA and its member organizations was $60.9 million , $62.0 million and $47.4 million for the years ended June 30, 2015, 2014 and 2013, respectively. As a result of the Reorganization and IPO, the Company has a contractual requirement under the GPO participation agreement 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 facilities through Premier LP's GPO supplier contracts. As GNYHA also remits all gross administrative fees collected by GNYHA based on purchases by its member organizations through GNYHA's own GPO supplier contracts, it also receives revenue share from Premier LP equal to 30% of such gross administrative fees remitted to the Company. Approximately $7.1 million and $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, 2015 and 2014, respectively. The Company also maintains a group purchasing agreement with GNYHA Alternate Care Purchasing Corporation, d/b/a Essensa, under which Essensa utilizes the Company's GPO supplier contracts. Net administrative fees revenue recorded with Essensa was $2.4 million , $2.0 million and $1.9 million for the years ended June 30, 2015, 2014 and 2013. At June 30, 2015 and 2014, the Company had revenue share obligations to Essensa of $0.2 million . In addition, of the $22.4 million limited partners' distribution payable in the accompanying consolidated balance sheets at June 30, 2015 and 2014, $3.0 million and $3.2 million , respectively, are payable to GNYHA and its member organizations at June 30, 2015 and 2014, respectively. In addition, $32.6 million , $14.1 million and $8.9 million were recorded during the years ended June 30, 2015, 2014 and 2013, respectively, for services and support revenue earned from GNYHA and its member organizations. The increase in services and support revenue is primarily attributable to the increased participation by GNYHA and its member organizations in the Company's specialty pharmacy program. Receivables from GNYHA and its member organizations, included in due from related party in the accompanying consolidated balance sheets, were $3.0 million and $0.6 million at June 30, 2015 and 2014 , respectively. 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 $21.3 million , $17.0 million and $12.0 million for the years ended June 30, 2015 , 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 $38.7 million , $35.0 million and $31.9 million for the years ended June 30, 2015 , 2014 and 2013, respectively. At June 30, 2015 and 2014 , the Company had revenue share obligations to Innovatix of $3.7 million and $3.7 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 and umbrella healthcare professional 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 $4.7 million , $4.9 million and $4.6 million for the years ended June 30, 2015 , 2014 and 2013, respectively, and annual incentive management fees of $0.5 million , $0.4 million and $0.4 million for the years ended June 30, 2015 , 2014 and 2013, respectively. As of June 30, 2015 and June 30, 2014 , $0.4 million and $0.6 million , respectively, in amounts payable by AEIX are included in due from related party in the accompanying consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2015 | |
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 $11.4 million , $9.1 million , and $8.5 million for the years ended June 30, 2015, 2014 and 2013, 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: 2016 $ 9,268 2017 9,294 2018 8,445 2019 9,297 2020 8,799 Thereafter 53,105 Total minimum lease payments $ 98,208 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, product liability, 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, 2015 | |
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 group purchasing organization ("GPO"), integrated pharmacy offerings 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 customers. The following tables present net revenue and Segment Adjusted EBITDA (in thousands): Year Ended June 30, Net Revenue: 2015 2014 2013 Supply Chain Services: Net administrative fees $ 457,020 $ 464,837 $ 519,219 Other services and support 1,977 778 471 Services 458,997 465,615 519,690 Products 279,261 212,526 144,386 Total Supply Chain Services $ 738,258 $ 678,141 $ 664,076 Performance Services 268,771 232,408 205,214 Total $ 1,007,029 $ 910,549 $ 869,290 Year Ended June 30, Segment Adjusted EBITDA: 2015 2014 2013 Supply Chain Services $ 391,180 $ 396,470 $ 431,628 Performance Services 90,235 73,898 56,456 Corporate (88,240 ) (78,080 ) (69,059 ) Total $ 393,175 $ 392,288 $ 419,025 A reconciliation of Segment Adjusted EBITDA to operating income is as follows (in thousands): Year Ended June 30, Reconciliation of Segment Adjusted EBITDA to Operating Income: 2015 2014 2013 Segment Adjusted EBITDA $ 393,175 $ 392,288 $ 419,025 Depreciation and amortization (45,186 ) (36,761 ) (27,681 ) Amortization of purchased intangible assets (9,136 ) (3,062 ) (1,539 ) Acquisition related expenses (a) (9,037 ) (2,014 ) — Strategic and financial restructuring expenses (b) (1,373 ) (3,760 ) (5,170 ) Stock-based compensation expense (28,498 ) (19,476 ) — Adjustment to tax receivable agreement liability (c) — (6,215 ) — Acquisition related adjustment - deferred revenue (d) (13,371 ) — — Equity in net income of unconsolidated affiliates (e) (21,285 ) (16,976 ) (11,968 ) Deferred compensation plan income (expense) 753 (1,972 ) — Operating income $ 266,042 $ 302,052 $ 372,667 Equity in net income of unconsolidated affiliates (e) 21,285 16,976 11,968 Interest and investment income, net 866 1,019 965 (Loss) gain on investment (1,000 ) 38,372 — Loss on disposal of long-lived assets (15,243 ) — — Other (expense) income, net (823 ) 1,907 (788 ) Income before income taxes $ 271,127 $ 360,326 $ 384,812 (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 non-cash adjustment to deferred revenue of acquired entities. Business combination accounting rules require us to account for the fair values of software license updates and product support contracts and hardware systems support contracts assumed in connection with our acquisitions. Because these support contracts are typically one year in duration, our GAAP revenues for the one year period subsequent to our acquisition of a business do not reflect the full amount of support revenues on these assumed support contracts that would have otherwise been recorded by the acquired entity. The non-GAAP adjustment to our software license updates and product support revenues is intended to include, and thus reflect, the full amount of such revenues. (e) 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. The following tables present capital expenditures, total assets and depreciation and amortization expense (in thousands): Year Ended June 30, Capital Expenditures: 2015 2014 2013 Supply Chain Services $ 1,815 $ 2,719 $ 1,560 Performance Services 63,435 50,655 35,740 Corporate 5,484 2,366 5,127 Total $ 70,734 $ 55,740 $ 42,427 Year Ended June 30, 2015 2014 Total Assets: Supply Chain Services $ 466,537 $ 373,746 Performance Services 457,963 266,567 Corporate 605,691 606,343 Total $ 1,530,191 $ 1,246,656 Year Ended June 30, Depreciation and Amortization Expense: (a) 2015 2014 2013 Supply Chain Services $ 1,964 $ 1,482 $ 1,254 Performance Services 47,131 33,467 24,007 Corporate 5,227 4,874 3,959 Total $ 54,322 $ 39,823 $ 29,220 (a) Includes amortization of purchased intangible assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Healthcare Insights, LLC On July 31, 2015, the Company’s indirect wholly-owned subsidiary, PHSI acquired all of the limited liability company membership interests of Healthcare Insights, LLC (“HI”) for $65.0 million in cash, subject to adjustment based on HI’s actual (i) indebtedness, (ii) transaction expenses and (iii) net working capital at closing. The acquisition also provides selling members an earn-out opportunity based on HI’s future revenues. CECity.com, Inc. On August 20, 2015, PHSI purchased all the outstanding shares of capital stock of CECity.com, Inc. (“CECity”) for $400.0 million , subject to adjustment based on CECity's actual (i) working capital, (ii) cash and cash equivalents and (iii) indebtedness at closing. The Company funded the acquisition with $250.0 million of cash and $150.0 million of borrowings under the Company’s revolving credit facility. See Note 13 - Lines of Credit. Due to the timing of the CECity acquisition, the Company has not yet completed its initial accounting and analysis. Therefore, it is impractical to provide pro forma information at this time. The Company will file pro forma financial statements on Form 8-K/A within 75 days of the acquisition date of August 20, 2015 in accordance with Rule 3-05 of Regulation S-X. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal 2015 Net revenue $ 229,308 $ 249,445 $ 261,723 266,553 Gross profit 139,287 154,913 158,908 157,011 Net income 64,887 65,808 72,029 32,061 Net income attributable to noncontrolling interest (55,614 ) (56,537 ) (59,820 ) (24,071 ) Net income attributable to stockholders 9,273 9,271 12,209 7,990 Adjustment of redeemable limited partners' capital to redemption amount (382,657 ) (42,250 ) (387,062 ) (92,066 ) Net loss attributable to stockholders after adjustment of redeemable limited partners' capital redemption amount $ (373,384 ) $ (32,979 ) $ (374,853 ) $ (84,076 ) Weighted average shares outstanding: Basic 32,376 35,589 37,316 37,576 Diluted 32,376 35,589 37,316 37,576 Net loss per share attributable to stockholders: Basic $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) Diluted $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) 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 stockholders (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 stockholders 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 (loss) income per share attributable to stockholders: 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. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Years Ended June 30, 2015, 2014 and 2013 (in thousands) Beginning Balance Additions/(Reductions) to Expense or Other Accounts Deductions Ending Balance Year ended June 30, 2015 Allowance for doubtful accounts $ 1,054 144 45 $ 1,153 Deferred tax assets valuation allowance $ 470 28,396 187 $ 28,679 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 |
Significant Accounting Polici35
Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The Company, through its wholly-owned subsidiary, Premier Services, LLC ("Premier GP"), holds a 26% controlling general partner interest in, and, as a result, consolidates the financial statements of, Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' 74% ownership of Premier LP is reflected as redeemable limited partners' capital in the Company's consolidated balance sheets, and their proportionate share of income in Premier LP is reflected within net income attributable to noncontrolling interest in Premier LP in the Company's consolidated statements of income and within comprehensive income attributable to noncontrolling interest in the consolidated statements of comprehensive income. The member owners owned approximately 74% and 78% of the Company's combined Class A and Class B common stock (the "common stock") through their ownership of Class B common stock at June 30, 2015 and 2014, respectively. During the year ended June 30, 2015, the member owners exchanged approximately 4% of their Class B common units and associated Class B common stock for Class A common stock in accordance with their quarterly exchange rights under an exchange agreement (the "Exchange Agreement") entered into by the member owners in connection with the Reorganization and IPO. See Note 2 - Initial Public Offering and Reorganization for further information on the Exchange Agreement. As a result, at June 30, 2015, the member owners owned approximately 74% of the Company's combined common stock through their ownership of Class B common stock, and the public investors, which may include member owners that have received shares of Class A common stock in connection with the previous exchanges, owned approximately 26% of the Company's outstanding common stock. After the completion of a series of transactions following the consummation of the initial public offering ("IPO"), referred to as the "Reorganization" (and, collectively with the IPO, the "Reorganization and IPO"), 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. See Note 2 - Initial Public Offering and Reorganization for further information related to the IPO and the Reorganization. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in accordance with U.S. generally accepted accounting principles ("GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. 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. |
Use of Estimates in the Preparation of Financial Statements | The preparation of the Company's consolidated financial statements in accordance with GAAP 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. Significant 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, uncertain income taxes, deferred revenue, estimates of future cash flows associated with asset impairments, and the allocation of purchase price. 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. |
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. 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. |
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. |
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 attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted. |
Inventories | Inventory consisting of finished goods, primarily 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. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. |
Restricted Cash | Restricted cash of $5.0 million at June 30, 2014 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. In April 2015, the funds in the trust were determined to be in excess of regulatory requirements and the trust was terminated. As such, $5.0 million was released from restriction and is included in cash and cash equivalents in the accompanying consolidated balance sheets as of June 30, 2015. |
Property and Equipment, Net | Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives (“EUL”) of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets' EUL. See Note 8 - Property and Equipment, Net. 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. |
Intangible Assets | Intangible assets consist primarily of acquired technology, customer relationships and trade names, and are amortized over their EUL. See Note 9 - Intangible Assets, Net. The Company reviews the carrying value of intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the intangible asset is used, and the effects of obsolescence, demand and competition, as well as other economic factors. An impairment loss is recognized if the carrying amount of a definite-lived intangible asset exceeds the estimated fair value on the measurement date. |
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 accounting rules, the Company may 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 the 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. |
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. The amounts deferred are invested in assets at the direction of the employee. 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 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. |
Investment | 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 lower of cost or fair value, as appropriate, and are classified as long-term and included in other assets. 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. These investments are classified as long-term and included in other assets. See Note 12 - Investments. The Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired. Gains and losses are recognized when realized and recorded in other income (expense), net in the accompanying consolidated statements of income. |
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 the member owners as the Company realizes 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 the Company and the member owners. Determining the estimated amount of tax savings the Company expects 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 that are the result of a change in tax accounting method are recorded in selling, general and administrative expense in the consolidated statements of income. Changes in the estimated tax receivable agreement liability that are related to new basis changes as a result of the exchange of Class B common units for a like number of shares of Class A common stock or as a result of departed member owners are recorded as an increase to additional paid-in capital in the consolidated statements of stockholders' (deficit) equity. |
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 proceeds 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 redemption amount, which represents 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). |
Distributions to Limited Partner under the LP Agreement | Premier LP makes quarterly distributions to Premier, Inc. as the general partner and to the limited partners in the form of a legal partnership income distribution governed by the terms of the LP Agreement. The general partner distribution is based on the general partner's ownership in Premier LP. The limited partner distributions are based on the limited partners' ownership in Premier LP and relative participation across Premier service offerings. While the limited partner distributions are partially based on relative participation across Premier service offerings, the actual distribution is not solely based on revenue generated from an individual partner’s participation as distributions are based on the net income or loss of the partnership which encompass the operating expenses of the partnership as well as income or loss generated by non-owner members' participation in Premier’s service offerings. To the extent Premier LP incurred a net loss, the partners would not receive a quarterly distribution. |
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 100 to 170 days following contract execution before the SaaS informatics products can be fully utilized by the member. The Company sells certain perpetual and term licenses that include mandatory post-contract customer support in the form of maintenance and support services. Pricing varies by application and size of healthcare system. Fees for the initial period include the license fees, implementation fees and the initial bundled maintenance and support services fees. The fees for the initial period are recognized straight-line over the remaining initial period following implementation. Subsequent renewal maintenance and support services fees are recognized on a straight-line basis over the contractually stated renewal periods. Implementation services are provided to the customer prior to the use of the software and do not involve significant customization or modification. Implementation is generally 300 to 350 days following contract execution before the licensed software 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. |
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. |
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 | 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 new standard requires revenue to be recognized when promised goods or services are transferred 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 new standard 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 new standard allows for either full retrospective or modified retrospective adoption. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer the effective date of the new standard for all entities by one year. The new standard will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and early adoption as of the original effective date for public entities will be permitted. The new standard will be effective for the Company for the fiscal year ending June 30, 2019. The Company is currently evaluating the transition method that will be elected as well as the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. The Company is also evaluating the impact of the deferral of the effective date on its plans for adopting the new standard. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which effectively eliminates the presumption that a general partner should consolidate a limited partnership, modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, and affects the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). In some cases, consolidation conclusions will change under the new guidance and, in other cases, a reporting entity will need to provide additional disclosures if an entity that currently is not considered a VIE is considered a VIE under the new guidance. The new standard will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and early adoption is permitted. The new standard allows for either full retrospective or modified retrospective adoption. The new standard will be effective for the Company for the fiscal year ending June 30, 2017. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures. |
Initial Public Offering and R36
Initial Public Offering and Reorganization (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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 has made 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 resulted 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 the tax receivable agreement with the member owners which became effective upon the completion of the Reorganization and IPO, pursuant to which Premier agreed to pay to the member owners, generally over a 15 -year period (under current law), 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local and franchise income tax that Premier actually realizes (or is deemed to realize, in the case of payments required to be made upon certain occurrences under such tax receivable 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 unaudited 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 agreement take these adjustments and additional resulting deductions into account. • Premier LP's election under Section 754 of the Code is at the discretion of Premier LP and is not subject to review or approval by the IRS or other tax authorities. The computation of the adjustments resulting from the Section 754 election and Premier's tax liability is subject to audit by the IRS and other tax authorities in the same manner as all other items reported on income tax returns. • 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 agreement. • Deferred tax assets are measured based on the difference in tax basis of Premier's investment in Premier LP as compared to its GAAP carrying value and include the change in allocations in connection with the Reorganization. The adjustments related to Premier LP's Section 754 election described above are a component of Premier's tax basis in Premier LP. Pursuant to the terms of the Exchange Agreement, the member owners and new limited partners admitted to Premier LP following the completion of the IPO may subsequently exchange Class B common units in Premier LP for shares of Premier's Class A common stock, cash or a combination of both. Any subsequent exchanges of Class B common units for shares of Premier's Class A common stock pursuant to the Exchange Agreement may result in increases in the tax basis of the tangible and intangible assets of Premier LP ( 85% of the realized tax benefits from which will be due to the limited partners and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These subsequent exchanges have not been reflected in the consolidated financial statements. (4) Reflects the increase in the noncontrolling interest held by the limited partners in Premier 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 common units 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. |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 Commercial paper $ 43,067 $ 12 $ — $ 43,079 U.S. government debt securities 101,597 66 (8 ) 101,655 Corporate debt securities 211,079 34 (129 ) 210,984 Asset-backed securities 59,692 12 (10 ) 59,694 $ 415,435 $ 124 $ (147 ) $ 415,412 June 30, 2014 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 |
Marketable Securities, Maturities | At June 30, 2015, the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 240,672 $ 240,667 Due after one year through five years 174,763 174,745 $ 415,435 $ 415,412 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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) June 30, 2015 Cash equivalents $ 33,434 $ 33,434 $ — Commercial paper 43,079 — 43,079 U.S. government debt securities 101,655 34,145 67,510 Corporate debt securities 210,984 — 210,984 Asset-backed securities 59,694 — 59,694 Deferred compensation plan assets (a) 40,057 40,057 — Total assets $ 488,903 $ 107,636 $ 381,267 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 (a) Deferred compensation plan assets consist of highly liquid mutual fund investments. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): June 30, 2015 2014 Accounts receivable $ 99,019 $ 67,549 Other 1,254 1,082 100,273 68,631 Allowance for doubtful accounts (1,153 ) (1,054 ) Accounts receivable, net $ 99,120 $ 67,577 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consists of the following (in thousands): June 30, Useful life 2015 2014 Capitalized software 3-5 years $ 298,106 $ 258,305 Computer hardware 3-5 years 46,806 40,003 Furniture and other equipment 5 years 7,630 7,624 Leasehold improvements Lesser of EUL or term of lease 15,768 15,201 368,310 321,133 Accumulated depreciation and amortization (220,685 ) (186,582 ) Property and equipment, net $ 147,625 $ 134,551 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consist of the following (in thousands): Estimated Useful Life June 30, 2015 June 30, 2014 Technology 5.0 years $ 34,524 $ 20,257 Customer relationships 8.3 years 16,120 6,830 Non-compete agreements 3.0 years 80 80 Trade names 4.9 years 5,760 3,990 56,484 31,157 Accumulated amortization (17,815 ) (20,302 ) Total intangible assets, net $ 38,669 $ 10,855 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands): 2016 $ 9,448 2017 8,940 2018 8,416 2019 6,977 2020 2,193 Thereafter 2,695 Total amortization expense $ 38,669 |
Schedule of Finite-Lived Intangible Assets by Segment | The net carrying value of intangible assets by segment is as follows (in thousands): June 30, 2015 June 30, 2014 Supply Chain Services $ 347 $ 1,392 Performance Services 38,322 9,463 Total $ 38,669 $ 10,855 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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, 2014 $ 31,765 $ 62,686 $ 94,451 TheraDoc acquisition — 81,555 81,555 Aperek acquisition — 39,639 39,639 Balance at June 30, 2015 $ 31,765 $ 183,880 $ 215,645 |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other long-term assets consist of the following (in thousands): June 30, 2015 2014 Investments $ 14,283 $ 7,895 Deferred loan costs, net 2,095 2,511 Other 759 730 $ 17,137 $ 11,136 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Principal Payments of Notes Payable | Future minimum principal payments as of June 30, 2015 are as follows (in thousands): 2016 $ 2,256 2017 5,378 2018 7,995 2019 260 2020 2,046 Thereafter — Total principal payments $ 17,935 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): June 30, 2015 2014 Deferred rent $ 15,996 $ 15,960 Reserve for uncertain tax positions 3,436 1,438 Accrued compensation 1,482 834 Other long-term liabilities $ 20,914 $ 18,232 |
Redeemable Limited Partners' 46
Redeemable Limited Partners' Capital (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Limited Partners' Capital, Member Owners Unit Exchange [Table Text Block] | The following table summarizes the number of Class B common units and associated shares of Class B common stock exchanged by member owners for a like number of shares of the Company's Class A common stock during the year ended June 30, 2015: Date of Quarterly Exchange Number of Class B Common Units Exchanged Reduction in Redeemable Limited Partners' Capital October 31, 2014 4,685,267 $ 156,394 February 2, 2015 257,027 8,261 April 30, 2015 275,983 10,460 5,218,277 $ 175,115 |
Changes in Redeemable Limited Partners' Capital | The table below shows the changes in redeemable limited partners' capital classified as temporary equity from June 30, 2012 to June 30, 2015 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Income (Loss) Total Redeemable Limited Partners' Capital 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 Redemption of limited partners — (14,268 ) — (14,268 ) Net income attributable to Premier LP — 369,189 — 369,189 Distributions to limited partners — (336,715 ) — (336,715 ) Net unrealized gain 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 Redemption of limited partners — (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 June 30, 2014 $ (18,139 ) $ 3,262,666 $ 147 $ 3,244,674 Distributions applied to receivables from limited partners 6,506 — — 6,506 Redemption of limited partners — (2,046 ) — (2,046 ) Net income attributable to Premier LP — 194,206 — 194,206 Distributions to limited partners — (92,273 ) — (92,273 ) Net unrealized loss on marketable securities — — (155 ) (155 ) Exchange of Class B common units for Class A common stock by member owners — (175,115 ) — (175,115 ) Adjustment to redemption amount — 904,035 — 904,035 June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of common shares used for basic earnings per share and diluted earnings per share | The following table provides a reconciliation of common shares used for basic earnings (loss) per share and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended June 30, 2015 (c) 2014 (d) 2013 (e) Numerator for basic and diluted (loss) income per share: Net (loss) income attributable to stockholders after adjustment of redeemable partners' capital to redemption amount $ (865,292 ) $ (2,713,256 ) $ 7,376 Denominator for basic (loss) income per share weighted average shares (a) 35,681 25,633 5,858 Effect of dilutive securities: (b) Stock options — — — Restricted stock units — — — Performance share awards — — — Denominator for diluted (loss) income per share-adjusted: Weighted average shares and assumed conversions 35,681 25,633 5,858 Basic net (loss) income per share from assumed conversions $ (24.25 ) $ (105.85 ) $ 1.26 Diluted net (loss) income per share from continuing operations $ (24.25 ) $ (105.85 ) $ 1.26 (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, 2015 and 2014. (b) For the year ended June 30, 2015, the effect of 60 stock options, 354 restricted stock units and 634 performance share awards were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. Additionally, the effect of 124 restricted stock units were also excluded from the diluted weighted average shares outstanding for the fiscal year ended June 30, 2014 due to the net loss sustained for the period. Further, the 106,383 Class B common units exchangeable for Class A common shares was excluded from the diluted weighted average shares outstanding for all periods presented because inclusion thereof would have been anti-dilutive for all such periods. (c) The weighted average shares calculation is based on the Premier, Inc. common shares outstanding for the year ended June 30, 2015. (d) The weighted average shares calculation is 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 calculation is based on the PHSI common shares outstanding for the year ended June 30, 2013. |
Schedule of exchange agreement | Pursuant to the terms of the Exchange Agreement, Premier has issued, on a quarterly basis, shares of Class A common stock to member owners in exchange for a like number of Class B common units of Premier LP. In connection with the exchange of Class B common units by member owners, shares of Premier's Class B common stock are surrendered by member owners and retired. The following table presents certain information regarding the exchange of Class B common units and associated Class B common stock for Premier's Class A common stock in connection with the quarterly exchanges pursuant to the terms of the Exchange Agreement: Date of Quarterly Exchange Number of Class B Common Units Exchanged Number of Class B Common Shares Retired Upon Exchange Number of Class B Common Units Outstanding After Exchange Number of Class B Common Shares Outstanding After Exchange Number of Class A Common Shares Outstanding After Exchange Percentage of Combined Voting Power Class B/Class A Common Stock October 31, 2014 4,685,267 4,685,267 107,181,272 107,181,272 37,075,734 74%/26% February 2, 2015 257,027 257,027 106,658,535 106,658,535 37,353,364 74%/26% April 30, 2015 275,983 275,983 106,382,552 106,382,552 37,662,059 74%/26% July 31, 2015 (a) 91,374 91,374 106,078,063 106,078,063 37,762,544 74%/26% (a) As the quarterly exchange occurred on July 31, 2015, the impact of the exchange is not reflected in the consolidated financial statements for the year ended June 30, 2015. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units | Restricted stock unit awards issued and outstanding generally vest over a three -year period. The following table includes information related to restricted stock unit awards for the year ended June 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2014 717,304 $ 27.29 Granted 160,425 $ 31.86 Vested (23,151 ) $ 28.14 Forfeited (35,487 ) $ 27.67 Outstanding at June 30, 2015 819,091 $ 28.15 |
Schedule of Performance Share Awards | Performance share awards issued and outstanding generally vest over three years if performance targets are met. The following table includes information related to performance share awards for the year ended June 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2014 827,174 $ 27.00 Granted 278,123 $ 31.75 Vested — $ — Forfeited (13,429 ) $ 28.65 Outstanding at June 30, 2015 1,091,868 $ 28.19 |
Schedule of Stock Options Awards | 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. Stock options generally vest in three equal annual installments over three years. The following table includes information related to stock options for the year ended June 30, 2015: Number of Options Weighted Average Exercise Price Outstanding at June 30, 2014 2,047,484 $ 27.00 Granted 674,078 $ 31.92 Exercised (55,866 ) $ 27.00 Forfeited (22,618 ) $ 29.26 Outstanding at June 30, 2015 2,643,078 $ 28.24 Outstanding and exercisable at June 30, 2015 1,309,785 $ 27.01 |
Schedule of Fair Value using Black-Scholes Option Pricing Model | The Company estimates the fair value of each stock option on the date of grant using the Black-Scholes option pricing model, applying the following assumptions, and amortizes expense over the option's vesting period using the straight-line attribution approach: For options granted during the year ended: June 30, 2015 June 30, 2014 Expected life (1) 6 years 6 years Expected dividend (2) — — Expected volatility (3) 34.8% - 39.5% 42.00 % Risk-free interest rate (4) 1.66% - 1.89% 1.71 % Weighted average option grant date fair value $12.82 - $14.15 $ 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, 2015 | |
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, 2015 2014 2013 Current: Federal $ 15,240 $ 14,331 $ 5,690 State 2,808 3,558 778 Total current expense 18,048 17,889 6,468 Deferred: Federal 15,770 8,832 2,858 State 2,524 988 400 Total deferred expense 18,294 9,820 3,258 Provision for income taxes $ 36,342 $ 27,709 $ 9,726 |
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, 2015 2014 2013 Computed tax expense $ 94,895 $ 126,115 $ 134,684 Partnership income (federal) not subject to tax to the Company (82,751 ) (109,445 ) (126,703 ) State taxes (net of federal benefit) 1,961 2,136 1,023 Meals & entertainment and other permanent items 1,840 972 1,770 Research & development credits (2,160 ) (639 ) (1,725 ) Uncertain tax positions 1,303 579 281 Benefit on subsidiaries treated separately for income tax purposes (6,323 ) — — Gain on intercompany sale of Premier Plans, LLC — 11,908 — Change in valuation allowance 28,210 (3,150 ) — Other (633 ) (767 ) 396 Provision for income taxes $ 36,342 $ 27,709 $ 9,726 Effective income tax rate 13.4 % 7.7 % 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, 2015 2014 Deferred tax assets, current Accrued expenses and other $ 10,679 $ 6,617 Accrued vacation 3,692 3,030 Total current deferred tax assets 14,371 9,647 Valuation allowance for deferred tax assets (6,366 ) — Net current deferred tax assets 8,005 9,647 Deferred tax asset, noncurrent Partnership basis differences in Premier LP 337,889 271,404 Stock compensation 18,079 7,449 Accrued expenses 23,602 13,690 Net operating losses and credits 8,791 3,929 Other 3,609 2,728 Total deferred tax assets 391,970 299,200 Valuation allowance for deferred tax assets (22,313 ) (470 ) Net noncurrent deferred tax assets 369,657 298,730 Deferred tax liability, noncurrent Purchased intangible assets and depreciation (23,939 ) (11,794 ) Total net noncurrent deferred tax assets 345,718 286,936 Net deferred tax asset $ 353,723 $ 296,583 |
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, 2015, 2014, and 2013 are as follows: June 30, 2015 2014 2013 Beginning of year balance $ 1,438 $ 759 $ 478 Increases in prior period tax positions 1,185 353 — Decreases due to lapse in statute of limitations (225 ) (253 ) — Increases in current period tax positions 1,038 579 281 End of year balance $ 3,436 $ 1,438 $ 759 |
COMMITMENTS AND CONTINGENCIES C
COMMITMENTS AND CONTINGENCIES Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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: 2016 $ 9,268 2017 9,294 2018 8,445 2019 9,297 2020 8,799 Thereafter 53,105 Total minimum lease payments $ 98,208 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Adjusted EBITDA and Other Income Statement Information and Total Assets by Segment | The following tables present net revenue and Segment Adjusted EBITDA (in thousands): Year Ended June 30, Net Revenue: 2015 2014 2013 Supply Chain Services: Net administrative fees $ 457,020 $ 464,837 $ 519,219 Other services and support 1,977 778 471 Services 458,997 465,615 519,690 Products 279,261 212,526 144,386 Total Supply Chain Services $ 738,258 $ 678,141 $ 664,076 Performance Services 268,771 232,408 205,214 Total $ 1,007,029 $ 910,549 $ 869,290 Year Ended June 30, Segment Adjusted EBITDA: 2015 2014 2013 Supply Chain Services $ 391,180 $ 396,470 $ 431,628 Performance Services 90,235 73,898 56,456 Corporate (88,240 ) (78,080 ) (69,059 ) Total $ 393,175 $ 392,288 $ 419,025 The following tables present capital expenditures, total assets and depreciation and amortization expense (in thousands): Year Ended June 30, Capital Expenditures: 2015 2014 2013 Supply Chain Services $ 1,815 $ 2,719 $ 1,560 Performance Services 63,435 50,655 35,740 Corporate 5,484 2,366 5,127 Total $ 70,734 $ 55,740 $ 42,427 Year Ended June 30, 2015 2014 Total Assets: Supply Chain Services $ 466,537 $ 373,746 Performance Services 457,963 266,567 Corporate 605,691 606,343 Total $ 1,530,191 $ 1,246,656 Year Ended June 30, Depreciation and Amortization Expense: (a) 2015 2014 2013 Supply Chain Services $ 1,964 $ 1,482 $ 1,254 Performance Services 47,131 33,467 24,007 Corporate 5,227 4,874 3,959 Total $ 54,322 $ 39,823 $ 29,220 (a) Includes amortization of purchased intangible assets. |
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, Reconciliation of Segment Adjusted EBITDA to Operating Income: 2015 2014 2013 Segment Adjusted EBITDA $ 393,175 $ 392,288 $ 419,025 Depreciation and amortization (45,186 ) (36,761 ) (27,681 ) Amortization of purchased intangible assets (9,136 ) (3,062 ) (1,539 ) Acquisition related expenses (a) (9,037 ) (2,014 ) — Strategic and financial restructuring expenses (b) (1,373 ) (3,760 ) (5,170 ) Stock-based compensation expense (28,498 ) (19,476 ) — Adjustment to tax receivable agreement liability (c) — (6,215 ) — Acquisition related adjustment - deferred revenue (d) (13,371 ) — — Equity in net income of unconsolidated affiliates (e) (21,285 ) (16,976 ) (11,968 ) Deferred compensation plan income (expense) 753 (1,972 ) — Operating income $ 266,042 $ 302,052 $ 372,667 Equity in net income of unconsolidated affiliates (e) 21,285 16,976 11,968 Interest and investment income, net 866 1,019 965 (Loss) gain on investment (1,000 ) 38,372 — Loss on disposal of long-lived assets (15,243 ) — — Other (expense) income, net (823 ) 1,907 (788 ) Income before income taxes $ 271,127 $ 360,326 $ 384,812 (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 non-cash adjustment to deferred revenue of acquired entities. Business combination accounting rules require us to account for the fair values of software license updates and product support contracts and hardware systems support contracts assumed in connection with our acquisitions. Because these support contracts are typically one year in duration, our GAAP revenues for the one year period subsequent to our acquisition of a business do not reflect the full amount of support revenues on these assumed support contracts that would have otherwise been recorded by the acquired entity. The non-GAAP adjustment to our software license updates and product support revenues is intended to include, and thus reflect, the full amount of such revenues. (e) 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. |
QUARTERLY FINANCIAL DATA (UNA52
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 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 stockholders (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 stockholders 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 (loss) income per share attributable to stockholders: 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. Unaudited summarized financial data by quarter for the years ended June 30, 2015 and 2014 (in thousands, except per share data): First Second Third Fourth Quarter Quarter Quarter Quarter Fiscal 2015 Net revenue $ 229,308 $ 249,445 $ 261,723 266,553 Gross profit 139,287 154,913 158,908 157,011 Net income 64,887 65,808 72,029 32,061 Net income attributable to noncontrolling interest (55,614 ) (56,537 ) (59,820 ) (24,071 ) Net income attributable to stockholders 9,273 9,271 12,209 7,990 Adjustment of redeemable limited partners' capital to redemption amount (382,657 ) (42,250 ) (387,062 ) (92,066 ) Net loss attributable to stockholders after adjustment of redeemable limited partners' capital redemption amount $ (373,384 ) $ (32,979 ) $ (374,853 ) $ (84,076 ) Weighted average shares outstanding: Basic 32,376 35,589 37,316 37,576 Diluted 32,376 35,589 37,316 37,576 Net loss per share attributable to stockholders: Basic $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) Diluted $ (11.53 ) $ (0.93 ) $ (10.05 ) $ (2.24 ) |
ORGANIZATION AND BASIS OF PRE53
ORGANIZATION AND BASIS OF PRESENTATION (Details) - segment | Oct. 01, 2013 | Jun. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Schedule of Organization [Line Items] | ||||
Participation agreement, term | 5 years | 7 years | ||
Limited partnership, limited partners ownership percentage | 99.00% | 74.00% | ||
Common stock owned, member owners, percentage | 74.00% | 78.00% | ||
Partners' capital account, units, percentage converted | 4.00% | |||
Number of reportable segments | 2 | |||
Premier LP | ||||
Schedule of Organization [Line Items] | ||||
Limited partnership, general partner ownership percentage | 26.00% | |||
Limited partnership, limited partners ownership percentage | 74.00% | |||
Class A Common Stock | ||||
Schedule of Organization [Line Items] | ||||
Common stock owned, member owners, percentage | 26.00% |
Initial Public Offering (Narrat
Initial Public Offering (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Initial Public Offering [Line Items] | ||||
Proceeds from issuance initial public offering, net of expenses | $ 0 | $ 821,671 | $ 0 | |
Purchases of Class B common units from the member owners | $ 543,857 | $ 0 | $ 543,857 | $ 0 |
Class A Common Stock | ||||
Initial Public Offering [Line Items] | ||||
Common stock issued (shares) | 32,374,751 | |||
Common stock issued, price per share (in USD) | $ 27 | |||
Proceeds from issuance initial public offering, net of expenses | $ 821,700 | |||
Premier LP | Class A Common Stock | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | 247,700 | |||
Class B Common Units | Premier Healthcare Solutions, Inc. | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 30,100 | |||
Common Limited Partners units acquired | 1,184,882 | |||
Class B Common Units | Member Owners | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 543,900 | |||
Common Limited Partners units acquired | 21,428,571 | |||
Class A Common Units | Premier LP | ||||
Initial Public Offering [Line Items] | ||||
Purchases of Class B common units from the member owners | $ 247,700 | |||
Common Limited Partners units acquired | 9,761,298 |
Initial Public Offering and R55
Initial Public Offering and Reorganization - Reorganization (Details) | Oct. 01, 2013$ / sharesshares | Jun. 30, 2013 | Jun. 30, 2015customer$ / shares | Jun. 30, 2014$ / shares |
Reorganization [Line Items] | ||||
Common stock, par value (in USD per share) | $ 0.01 | |||
Limited partnership, limited partners ownership percentage | 99.00% | 74.00% | ||
Term of tax receivable agreement | 15 years | 15 years | ||
GPO participation agreements, term | 5 years | 7 years | ||
Member Owners | ||||
Reorganization [Line Items] | ||||
Probation period for company-directed underwritten public offering | 60 days | |||
Payment of realized income and franchise tax cash savings, percent | 85.00% | |||
Revenue share of gross administrative fees collected, percent | 30.00% | |||
Number of largest regional GPO member owners | customer | 2 | |||
Two Largest GPO Member Owners | ||||
Reorganization [Line Items] | ||||
GPO participation agreements, term | 7 years | |||
Common Class B Unit | ||||
Reorganization [Line Items] | ||||
Exchange agreement conversion ratio | 0.1429 | |||
Class B Common Stock | ||||
Reorganization [Line Items] | ||||
Common stock, par value (in USD per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 | |
Class B Common Stock | Member Owners | ||||
Reorganization [Line Items] | ||||
Common stock issued (shares) | shares | 112,607,832 | |||
Common stock, par value (in USD per share) | $ 0.000001 | |||
Class A Common Stock | ||||
Reorganization [Line Items] | ||||
Common stock issued (shares) | shares | 32,374,751 | |||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Maximum | Class A Common Stock | Member Owners | ||||
Reorganization [Line Items] | ||||
Limited partnership, limited partners ownership percentage | 3.50% | |||
Administrative Fee Revenue | Two Largest GPO Member Owners | ||||
Reorganization [Line Items] | ||||
Percent of revenue | 16.00% |
Initial Public Offering and R56
Initial Public Offering and Reorganization - Effects of the Reorganization (Details) - shares | Oct. 01, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Reorganization [Line Items] | |||
Common stock, shares issued (in shares) | 0 | ||
Participation agreement, term | 5 years | 7 years | |
Class A Common Stock | |||
Reorganization [Line Items] | |||
Common stock, shares issued (in shares) | 32,374,751 | 37,668,870 | 32,375,390 |
Voting power as a percent | 22.00% | ||
Class B Common Stock | |||
Reorganization [Line Items] | |||
Common stock, shares issued (in shares) | 112,607,832 | 106,382,552 | 112,510,905 |
Class B Common Stock | Member Owners | |||
Reorganization [Line Items] | |||
Common stock, shares issued (in shares) | 112,607,832 | ||
Voting power as a percent | 78.00% | ||
Class B Common Units | Member Owners | |||
Reorganization [Line Items] | |||
Common units issued | 112,607,832 | ||
Premier LP | Class A Common Units | Premier GP | |||
Reorganization [Line Items] | |||
Common units issued | 32,374,751 |
Initial Public Offering and R57
Initial Public Offering and Reorganization - Impact of the Reorganization (Details) - $ / shares | Oct. 01, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Reorganization [Line Items] | ||||
Term of tax receivable agreement | 15 years | 15 years | ||
Common stock, shares issued (in shares) | 0 | |||
Class A Common Stock | ||||
Reorganization [Line Items] | ||||
Common stock issued (shares) | 32,374,751 | |||
Voting power as a percent | 22.00% | |||
Common stock issued, price per share (in USD) | $ 27 | |||
Common stock, shares issued (in shares) | 32,374,751 | 37,668,870 | 32,375,390 | |
Class B Common Stock | ||||
Reorganization [Line Items] | ||||
Common stock, shares issued (in shares) | 112,607,832 | 106,382,552 | 112,510,905 | |
Member Owners | ||||
Reorganization [Line Items] | ||||
Payment of realized income and franchise tax cash savings, percent | 85.00% | |||
Member Owners | Class B Common Stock | ||||
Reorganization [Line Items] | ||||
Common stock issued (shares) | 112,607,832 | |||
Voting power as a percent | 78.00% | |||
Common stock, shares issued (in shares) | 112,607,832 | |||
Premier LP | ||||
Reorganization [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 99.00% | ||
Percent change in allocation of income | 22.00% | 1.00% | ||
Percent of common units owned | 22.00% | |||
Subsidiaries | ||||
Reorganization [Line Items] | ||||
Allocation of investment income percent | 5.00% |
INITIAL PUBLIC OFFERING AND R58
INITIAL PUBLIC OFFERING AND REORGANIZATION Initial Public Offering and Reorganization - Schedule of Pro Forma information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2013 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2012 |
Assets | |||||||
Cash and cash equivalents | $ 277,814 | $ 146,522 | $ 146,522 | $ 131,786 | $ 198,296 | $ 140,822 | |
Prepaid expenses and other current assets | (5,911) | 22,353 | 22,353 | 31,175 | |||
Total current assets | 271,903 | 553,169 | 553,169 | 422,056 | |||
Deferred tax assets | 282,972 | 345,718 | 345,718 | 286,936 | |||
Total assets | 554,875 | 1,530,191 | 1,530,191 | 1,246,656 | |||
Liabilities, redeemable limited partners' capital and stockholders' deficit | |||||||
Payable pursuant to tax receivable agreements | 6,966 | 11,123 | 11,123 | 11,035 | |||
Total current liabilities | 6,966 | 269,631 | 269,631 | 223,882 | |||
Payable pursuant to tax receivable agreements, less current portion | 179,111 | 224,754 | 224,754 | 181,256 | |||
Total liabilities | 186,077 | 568,461 | 568,461 | 472,293 | |||
Redeemable limited partners' capital | 2,799,121 | 4,079,832 | 4,079,832 | 3,244,674 | |||
Stockholders' deficit: | |||||||
Common stock | (56) | ||||||
Additional Paid in Capital | (28,828) | ||||||
Retained Earnings (Accumulated Deficit) | (2,401,766) | (3,118,474) | (3,118,474) | (2,469,873) | |||
Accumulated other comprehensive (loss) income | 3 | (5) | (5) | 43 | |||
Total stockholders' deficit | (2,430,323) | (3,118,102) | (3,118,102) | (2,470,311) | 77,768 | $ 78,436 | |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | $ 554,875 | $ 1,530,191 | 1,530,191 | 1,246,656 | |||
Common stock, par value (in USD per share) | $ 0.01 | ||||||
Common stock, shares authorized (in shares) | 12,250,000 | ||||||
Common stock, shares issued (in shares) | 0 | ||||||
Common stock, shares outstanding (in shares) | 0 | ||||||
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) | 0 | (543,857) | 0 | |||
Net cash proceeds from IPO | $ 277,814 | ||||||
Estimated effective income tax rate | 39.00% | 38.00% | |||||
Adjustment to redeemable noncontrolling interest, carrying amount | $ (131,000) | ||||||
Increase in redeemable limited partners' capital for adjustment to redemption amount, with offsetting decrease in additional paid-in capital and accumulated deficit | 2,575,500 | 904,035 | 2,741,588 | 0 | |||
Redeemable limited partners' capital account, decrease to retained earnings | 50,100 | ||||||
Adjustments to additional paid-in-capital | 173,700 | ||||||
Redeemable limited partners' capital account, increase in accumulated deficit | 2,351,700 | ||||||
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions | 0 | 821,671 | $ 0 | ||||
Class A Common Stock | |||||||
Stockholders' deficit: | |||||||
Common stock | $ 324 | $ 377 | $ 377 | $ 324 | |||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, shares issued (in shares) | 32,374,751 | 37,668,870 | 37,668,870 | 32,375,390 | |||
Common stock, shares outstanding (in shares) | 32,374,751 | 37,668,870 | 37,668,870 | 32,375,390 | |||
Common stock issued, price per share (in USD) | $ 27 | ||||||
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions | $ 821,700 | ||||||
Common Class B | |||||||
Stockholders' deficit: | |||||||
Common stock | $ 0 | $ 0 | $ 0 | $ 0 | |||
Common stock, par value (in USD per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||
Common stock, shares issued (in shares) | 112,607,832 | 106,382,552 | 106,382,552 | 112,510,905 | |||
Common stock, shares outstanding (in shares) | 112,607,832 | 106,382,552 | 106,382,552 | 112,510,905 | |||
Member Owners | |||||||
Stockholders' deficit: | |||||||
Payment of realized income and franchise tax cash savings, percent | 85.00% | ||||||
Income and franchise tax, payment | $ 186,100 | ||||||
Income and franchise tax, payment of realized cash savings within the next twelve months | $ 7,000 | ||||||
Revenue sharing (participation agreements), percent | 30.00% | ||||||
Member Owners | Common Class B | |||||||
Stockholders' deficit: | |||||||
Common stock, par value (in USD per share) | $ 0.000001 | ||||||
Common stock, shares issued (in shares) | 112,607,832 | ||||||
Premier Purchasing Partners, L.P | |||||||
Stockholders' deficit: | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 99.00% | |||||
Premier Purchasing Partners, L.P | Class A Common Stock | |||||||
Stockholders' deficit: | |||||||
Purchases of Class B common units from the member owners | $ (247,700) | ||||||
Premier Purchasing Partners, L.P | Member Owners | |||||||
Stockholders' deficit: | |||||||
Revenue sharing (participation agreements), percent | 30.00% | ||||||
Premier Healthcare Solutions, Inc. | |||||||
Stockholders' deficit: | |||||||
Subsidiary common stock contributed | 76,900 | ||||||
Premier Healthcare Solutions, Inc. | Common Class B | |||||||
Stockholders' deficit: | |||||||
Purchases of Class B common units from the member owners | (30,100) | ||||||
Additional Paid-In Capital | |||||||
Stockholders' deficit: | |||||||
Increase (decrease) in deferred tax assets | 96,900 | ||||||
Proceeds from issuance of Class A common stock in connection with the IPO, net of underwriting fees and commissions | 821,700 | ||||||
Prepaid offering expenses | 5,900 | ||||||
Consideration paid to acquire limited partnership interests | (767,500) | ||||||
Additional Paid-In Capital | Class A Common Stock | |||||||
Stockholders' deficit: | |||||||
Common stock | 300 | ||||||
Additional Paid-In Capital | Member Owners | |||||||
Stockholders' deficit: | |||||||
Income and franchise tax, payment | 186,100 | ||||||
Increase (decrease) in deferred tax assets | $ 283,000 |
Significant Accounting Polici59
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Oct. 01, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | ||||
Capitalized costs related to software development for internal use | $ 57,900 | $ 41,100 | ||
Restricted cash | 5,000 | 5,000 | ||
Deferred compensation plan assets, current | 2,600 | 300 | ||
Deferred compensation plan assets, non-current | 37,500 | 32,900 | ||
Deferred compensation plan expense | $ (753) | 1,972 | $ 0 | |
Tax savings receivable in connection with tax receivable agreement | 85.00% | 85.00% | ||
Term of tax receivable agreement | 15 years | 15 years | ||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Marketable securities, maturity period | 3 months | |||
Administrative fees as a percent of the purchase price of goods and services sold | 1.00% | |||
Single serve arrangement maturity period | 3 months | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Marketable securities, maturity period | 5 years | |||
Administrative fees as a percent of the purchase price of goods and services sold | 3.00% | |||
Single serve arrangement maturity period | 5 years | |||
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 | $ (800) | 2,000 | ||
Selling, General and Administrative Expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Deferred compensation plan expense | 800 | 2,000 | ||
Advertising costs | $ 2,200 | $ 1,700 | $ 1,400 | |
Software Service, Support and Maintenance Arrangement | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Informatics subscriptions agreement period | 3 years | |||
Implementation period after contract execution | 100 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 | 170 days | |||
Software License Arrangement | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Implementation period after contract execution | 300 days | |||
Software License Arrangement | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Implementation period after contract execution | 350 days |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Sep. 01, 2014 | Aug. 29, 2014 | Apr. 07, 2014 | Oct. 31, 2013 | Jul. 19, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Business Acquisition [Line Items] | |||||||||
Noncontrolling interest, decrease from redemptions or purchase of Interests, percent | 40.00% | ||||||||
Acquisition price | $ 14,500 | ||||||||
Repayments of lines of credit | $ 14,200 | $ 14,715 | $ 0 | $ 0 | |||||
TheraDoc acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition price | $ 108,600 | ||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Aperek acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition price | $ 47,400 | ||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
MEMdata, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition price | $ 6,100 | ||||||||
Meddius | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition price | $ 7,700 | ||||||||
SYMMEDRx | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition price | $ 28,700 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 415,435 | $ 408,429 |
Gross Unrealized Gains | 124 | 239 |
Gross Unrealized Losses | (147) | (49) |
Fair Market Value | 415,412 | 408,619 |
Cost | ||
Due in one year or less | 240,672 | |
Due after one year through five years | 174,763 | |
Fair Market Value | ||
Due in one year or less | 240,667 | |
Due after one year through five years | 174,745 | |
Available-for-sale Debt Securities, Amortized Cost Basis | 415,435 | |
Fair Market Value | 415,412 | |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 43,067 | 33,561 |
Gross Unrealized Gains | 12 | 12 |
Gross Unrealized Losses | 0 | (1) |
Fair Market Value | 43,079 | 33,572 |
U.S. government debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 101,597 | 116,620 |
Gross Unrealized Gains | 66 | 124 |
Gross Unrealized Losses | (8) | 0 |
Fair Market Value | 101,655 | 116,744 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 211,079 | 166,424 |
Gross Unrealized Gains | 34 | 69 |
Gross Unrealized Losses | (129) | (41) |
Fair Market Value | 210,984 | 166,452 |
Asset-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 59,692 | 91,824 |
Gross Unrealized Gains | 12 | 34 |
Gross Unrealized Losses | (10) | (7) |
Fair Market Value | $ 59,694 | $ 91,851 |
Minimum | ||
Fair Market Value | ||
Marketable securities, maturity period | 3 months | |
Maximum | ||
Fair Market Value | ||
Marketable securities, maturity period | 5 years |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Assets at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | $ 415,412 | $ 408,619 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 33,434 | 64,207 |
Deferred compensation plan assets | 40,057 | 33,256 |
Total assets | 107,636 | 97,463 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 381,267 | 408,619 |
Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 43,079 | 33,572 |
Commercial paper | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 0 | 0 |
Commercial paper | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 43,079 | 33,572 |
U.S. government debt securities | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 34,145 | 0 |
U.S. government debt securities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 67,510 | 116,744 |
Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 210,984 | 166,452 |
Corporate debt securities | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 0 | 0 |
Corporate debt securities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 210,984 | 166,452 |
Asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 59,694 | 91,851 |
Asset-backed securities | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 0 | 0 |
Asset-backed securities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 59,694 | 91,851 |
Estimate of Fair Value Measurement | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 33,434 | |
Deferred compensation plan assets | 40,057 | |
Total assets | 488,903 | |
Estimate of Fair Value Measurement | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 64,207 | |
Deferred compensation plan assets | 33,256 | |
Total assets | 506,082 | |
Estimate of Fair Value Measurement | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 43,079 | |
Estimate of Fair Value Measurement | Commercial paper | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 33,572 | |
Estimate of Fair Value Measurement | U.S. government debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 101,655 | |
Estimate of Fair Value Measurement | U.S. government debt securities | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 116,744 | |
Estimate of Fair Value Measurement | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 210,984 | |
Estimate of Fair Value Measurement | Corporate debt securities | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | 166,452 | |
Estimate of Fair Value Measurement | Asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | $ 59,694 | |
Estimate of Fair Value Measurement | Asset-backed securities | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Fair Market Value | $ 91,851 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Jun. 30, 2014 |
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 | $ 0.6 | $ 0.7 |
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 | 1.60% | 1.50% |
Estimate of Fair Value Measurement | Recurring | Prepaid Expenses and Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets | $ 2.6 | $ 0.3 |
Estimate of Fair Value Measurement | Recurring | Other Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets | $ 37.5 | $ 32.9 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 100,273 | $ 68,631 |
Allowance for doubtful accounts | (1,153) | (1,054) |
Accounts receivable, net | 99,120 | 67,577 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 99,019 | 67,549 |
Other Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 1,254 | $ 1,082 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 368,310 | $ 321,133 | |
Accumulated depreciation and amortization | (220,685) | (186,582) | |
Property and equipment, net | 147,625 | 134,551 | |
Depreciation and amortization expense related to property and equipment | 45,200 | 36,800 | $ 27,700 |
Unamortized capitalized software costs | 120,400 | 106,700 | |
Loss on disposal of long-lived assets | (15,243) | 0 | 0 |
Gain (loss) on disposition of property plant equipment | (15,243) | 0 | $ 0 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 298,106 | 258,305 | |
Useful life | 5 years | ||
Gain (loss) on disposition of property plant equipment | $ 13,300 | ||
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 | $ 46,806 | 40,003 | |
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 | $ 7,630 | 7,624 | |
Useful life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15,768 | $ 15,201 |
INTANGIBLE ASSETS, NET Intangib
INTANGIBLE ASSETS, NET Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 56,484 | $ 31,157 |
Accumulated amortization | (17,815) | (20,302) |
Total intangible assets, net | $ 38,669 | 10,855 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Finite-lived intangible assets, gross | $ 34,524 | 20,257 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 8 years 3 months 12 days | |
Finite-lived intangible assets, gross | $ 16,120 | 6,830 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Finite-lived intangible assets, gross | $ 80 | 80 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years 11 months | |
Finite-lived intangible assets, gross | $ 5,760 | $ 3,990 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9,136 | $ 3,062 | $ 1,539 |
Fully amortized intangible assets | 11,600 | ||
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 6,100 | $ 1,500 | $ 200 |
INTANGIBLE ASSETS, NET Intang68
INTANGIBLE ASSETS, NET Intangible Assets, Net - Schedule of estimated future amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 9,448 | |
2,017 | 8,940 | |
2,018 | 8,416 | |
2,019 | 6,977 | |
2,020 | 2,193 | |
Thereafter | 2,695 | |
Total intangible assets, net | $ 38,669 | $ 10,855 |
INTANGIBLE ASSETS, NET Intang69
INTANGIBLE ASSETS, NET Intangible Assets, Net - Schedule of carrying value by segment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 38,669 | $ 10,855 |
Supply Chain Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 347 | 1,392 |
Performance Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 38,322 | $ 9,463 |
GOODWILL - Schedule of gooodwil
GOODWILL - Schedule of gooodwill (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning of the period | $ 94,451 |
End of the period | 215,645 |
Supply Chain Services | |
Goodwill [Roll Forward] | |
Beginning of the period | 31,765 |
End of the period | 31,765 |
Performance Services | |
Goodwill [Roll Forward] | |
Beginning of the period | 62,686 |
End of the period | 183,880 |
TheraDoc acquisition | |
Goodwill [Roll Forward] | |
Acquisition | 81,555 |
TheraDoc acquisition | Supply Chain Services | |
Goodwill [Roll Forward] | |
Acquisition | 0 |
TheraDoc acquisition | Performance Services | |
Goodwill [Roll Forward] | |
Acquisition | 81,555 |
Aperek acquisition | |
Goodwill [Roll Forward] | |
Acquisition | 39,639 |
Aperek acquisition | Supply Chain Services | |
Goodwill [Roll Forward] | |
Acquisition | 0 |
Aperek acquisition | Performance Services | |
Goodwill [Roll Forward] | |
Acquisition | $ 39,639 |
Other Long-Term Assets (Details
Other Long-Term Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Investments | $ 14,283 | $ 7,895 | |
Deferred loan costs, net | 2,095 | 2,511 | |
Other | 759 | 730 | |
Other assets | 17,137 | 11,136 | |
Amortization of Other Deferred Charges | $ 300 | $ 200 | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | May. 01, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net income of unconsolidated affiliates | $ 21,285 | $ 16,976 | $ 11,968 | |
Innovatix | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||
Investments | $ 9,300 | $ 6,900 | ||
Premier Supply Chain Improvement, Inc | Innovatix | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 50.00% | |||
Premier Supply Chain Improvement, Inc | PharmaPoint, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, net income (loss) | $ (50) | |||
Premier Supply Chain Improvement, Inc | Other Income, Net | Innovatix | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net income of unconsolidated affiliates | 21,300 | $ 17,000 | $ 12,000 | |
Common Class B Unit | Premier Supply Chain Improvement, Inc | PharmaPoint, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Common Limited Partners units acquired | 5,000,000 | |||
Common limited partners units acquired, value | $ 5,000 | |||
Subsidiary ownership interest | 28.00% | |||
Common Class B Unit | Premier Supply Chain Improvement, Inc | Nations Pharmaceuticals, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Subsidiary ownership interest | 72.00% | |||
Common Class A Unit | Premier Supply Chain Improvement, Inc | Nations Pharmaceuticals, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Common Limited Partners units acquired | 13,000,000 | |||
Other Assets | Premier Supply Chain Improvement, Inc | PharmaPoint, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Fair value of noncontrolling interest | $ 5,000 |
LINES OF CREDIT (Details)
LINES OF CREDIT (Details) | Jun. 04, 2015USD ($) | Feb. 02, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) |
Line of Credit Facility [Line Items] | |||||
Consolidation, less than wholly owned subsidiary, parent ownership interest, changes, purchase of interest by parent, percentage | 40.00% | ||||
Repayments of lines of credit | $ 14,200,000 | $ 14,715,000 | $ 0 | $ 0 | |
Interest Paid | $ 100,000 | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 750,000,000 | ||||
Additional borrowing capacity | $ 250,000,000 | ||||
Basis spread on variable rate | 3.375% | ||||
Commitment fee, percent | 0.125% | ||||
Maximum leverage ratio | 3 | ||||
Minimum interest coverage ratio | 3 | ||||
Indebtedness or guarantee threshold | $ 30,000,000 | ||||
Judgment default threshold | $ 30,000,000 | ||||
Line of credit facility, current borrowing capacity | $ 0 | 0 | |||
Amount outstanding | $ 25,000,000 | ||||
Revolving Credit Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, commitment fee percentage | 0.125% | ||||
Revolving Credit Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, commitment fee percentage | 0.25% | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Swing Line Loan | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 75,000,000 | ||||
SVS, LLC | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amount outstanding | $ 13,700,000 | ||||
Base Rate Loans | Revolving Credit Facility | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis | Base Rate | ||||
Base Rate Loans | Revolving Credit Facility | Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis | prime rate | ||||
Base Rate Loans | Revolving Credit Facility | Federal Funds Effective Rate | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis | federal funds effective rate | ||||
Basis spread on variable rate | 0.50% | ||||
Base Rate Loans | Revolving Credit Facility | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis | one-month LIBOR | ||||
Basis spread on variable rate | 1.00% | ||||
Base Rate Loans | Revolving Credit Facility | Applicable Margin | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.125% | ||||
Base Rate Loans | Revolving Credit Facility | Applicable Margin | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Eurodollar Rate Loans | Revolving Credit Facility | Applicable Margin | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.125% | ||||
Eurodollar Rate Loans | Revolving Credit Facility | Applicable Margin | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Eurodollar Rate Loans | Revolving Credit Facility | Eurodollar | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis | three-month Eurodollar Rate | ||||
Basis spread on variable rate | 1.41% |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - Notes Payable - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 17,935 | |
Member Owners | ||
Debt Instrument [Line Items] | ||
Long-term debt | 17,900 | $ 20,000 |
Current Portion of Notes Payable | Member Owners | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,200 | 4,000 |
Notes Payable, Less Current Portion | Member Owners | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 15,700 | $ 15,800 |
Notes Payable - Principal Payme
Notes Payable - Principal Payments of Notes Payable (Details) - Notes Payable $ in Thousands | Jun. 30, 2015USD ($) |
Notes Payable, Fiscal Year Maturity [Abstract] | |
2,016 | $ 2,256 |
2,017 | 5,378 |
2,018 | 7,995 |
2,019 | 260 |
2,020 | 2,046 |
Thereafter | 0 |
Total principal payments | $ 17,935 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 15,996 | $ 15,960 |
Reserve for uncertain tax positions | 3,436 | 1,438 |
Accrued compensation | 1,482 | 834 |
Other long-term liabilities | $ 20,914 | $ 18,232 |
Redeemable Limited Partners' 77
Redeemable Limited Partners' Capital - (Narrative) (Details) - Related Party [Domain] $ in Thousands | May. 29, 2015USD ($) | Apr. 30, 2015USD ($) | Feb. 26, 2015USD ($) | Feb. 02, 2015USD ($) | Nov. 26, 2014USD ($) | Oct. 31, 2014USD ($) | Aug. 28, 2014USD ($) | May. 29, 2014USD ($) | Feb. 27, 2014USD ($) | Jun. 30, 2013 | Jun. 30, 2015USD ($)notes_receivable | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2013USD ($) | Jun. 30, 2015USD ($)notes_receivable | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) |
Temporary Equity [Line Items] | |||||||||||||||||||||
Limited partnership, limited partners ownership percentage | 99.00% | 74.00% | |||||||||||||||||||
Adjustment to redemption amount | $ 92,066 | $ 387,062 | $ 42,250 | $ 382,657 | $ (482,510) | $ (495,714) | $ 3,719,812 | $ 0 | $ 904,035 | $ 2,741,588 | $ 0 | ||||||||||
Exchange of Class B common units for Class A common stock by member owners | $ 10,460 | $ 8,261 | $ 156,394 | 175,115 | |||||||||||||||||
Distributions to limited partners | $ 22,351 | 208,300 | |||||||||||||||||||
Limited partners' distribution payable | $ 22,432 | $ 22,351 | 22,432 | 22,351 | |||||||||||||||||
Limited Partner | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Adjustment to redemption amount | (904,035) | (2,741,588) | |||||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | $ (175,115) | ||||||||||||||||||||
Interest bearing notes receivable | notes_receivable | 0 | 0 | |||||||||||||||||||
Period of payment of partnership interest upon withdrawal from partnership | 5 years | ||||||||||||||||||||
Distributions to limited partners | $ 23,400 | $ 23,700 | $ 22,700 | $ 21,400 | $ 17,400 | $ 72,600 | 214,500 | $ 92,273 | $ 348,277 | $ 336,715 | |||||||||||
Limited partners' distribution payable | $ 22,400 | $ 22,400 | |||||||||||||||||||
Limited Partner Notes Payable and Related Interest Obligations | Limited Partner | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Distributions to limited partners | 2,800 | ||||||||||||||||||||
Other Amounts Payable by Limited Partners | Limited Partner | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Distributions to limited partners | $ 3,400 | ||||||||||||||||||||
Common Class B Unit | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Exchange agreement conversion ratio | 0.1429 |
REDEEMABLE LIMITED PARTNERS' 78
REDEEMABLE LIMITED PARTNERS' CAPITAL Redeemable Limited Partners' Capital - Schedule of member owner unit exchange (Details) - USD ($) $ in Thousands | Apr. 30, 2015 | Feb. 02, 2015 | Oct. 31, 2014 | Jun. 30, 2015 |
Schedule of Capitalization, Equity [Line Items] | ||||
Exchange of Class B common units for Class A common stock by member owners | $ 10,460 | $ 8,261 | $ 156,394 | $ 175,115 |
Common Class B Unit | ||||
Schedule of Capitalization, Equity [Line Items] | ||||
Stock issued during period, shares, conversion of units | 275,983 | 257,027 | 4,685,267 | 5,218,277 |
Redeemable Limited Partners' 79
Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | May. 29, 2015 | Apr. 30, 2015 | Feb. 26, 2015 | Feb. 02, 2015 | Nov. 26, 2014 | Oct. 31, 2014 | Aug. 28, 2014 | May. 29, 2014 | Feb. 27, 2014 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Redeemable limited partners' capital, beginning balance | $ 3,244,674 | $ 3,244,674 | ||||||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 0 | $ 7,860 | $ 61,859 | |||||||||||||||||
Distributions to limited partners | $ (22,351) | $ (208,300) | ||||||||||||||||||
Contribution of PHSI common stock in connection with the IPO | (76,916) | |||||||||||||||||||
Purchase of noncontrolling interest in S2S Global | (14,518) | |||||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | $ 10,460 | $ 8,261 | $ 156,394 | 175,115 | ||||||||||||||||
Adjustment to redemption amount | $ (92,066) | $ (387,062) | $ (42,250) | (382,657) | $ 482,510 | $ 495,714 | $ (3,719,812) | 0 | (904,035) | (2,741,588) | 0 | |||||||||
Redeemable limited partners' capital, ending balance | 4,079,832 | 3,244,674 | 4,079,832 | 3,244,674 | ||||||||||||||||
Limited Partner | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Redeemable limited partners' capital, beginning balance | 3,244,674 | 307,635 | 3,244,674 | 307,635 | 279,513 | |||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 0 | 0 | ||||||||||||||||||
Receipts on receivables from limited partners | 12,706 | 8,143 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 6,506 | 5,577 | 1,723 | |||||||||||||||||
Redemption of limited partners | (2,046) | (1,781) | (14,268) | |||||||||||||||||
Net income attributable to Premier LP | 194,206 | 303,336 | 369,189 | |||||||||||||||||
Distributions to limited partners | $ (23,400) | $ (23,700) | $ (22,700) | $ (21,400) | $ (17,400) | $ (72,600) | (214,500) | (92,273) | (348,277) | (336,715) | ||||||||||
Contribution of PHSI common stock in connection with the IPO | 76,916 | |||||||||||||||||||
Purchase of noncontrolling interest in S2S Global | (131,003) | |||||||||||||||||||
Net unrealized gain on marketable securities | (155) | 163 | 50 | |||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | (175,115) | |||||||||||||||||||
Adjustment to redemption amount | 904,035 | 2,741,588 | ||||||||||||||||||
Redeemable limited partners' capital, ending balance | 4,079,832 | 3,244,674 | 4,079,832 | 3,244,674 | 307,635 | |||||||||||||||
Limited Partner | Receivables From Limited Partners | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Redeemable limited partners' capital, beginning balance | (18,139) | (56,571) | (18,139) | (56,571) | (4,958) | |||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | (7,860) | (61,859) | ||||||||||||||||||
Receipts on receivables from limited partners | 12,706 | 8,143 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 6,506 | 33,586 | 2,103 | |||||||||||||||||
Redemption of limited partners | 0 | 0 | 0 | |||||||||||||||||
Net income attributable to Premier LP | 0 | 0 | 0 | |||||||||||||||||
Distributions to limited partners | 0 | 0 | 0 | |||||||||||||||||
Contribution of PHSI common stock in connection with the IPO | 0 | |||||||||||||||||||
Purchase of noncontrolling interest in S2S Global | 0 | |||||||||||||||||||
Net unrealized gain on marketable securities | 0 | 0 | 0 | |||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | 0 | |||||||||||||||||||
Adjustment to redemption amount | 0 | 0 | ||||||||||||||||||
Redeemable limited partners' capital, ending balance | (11,633) | (18,139) | (11,633) | (18,139) | (56,571) | |||||||||||||||
Limited Partner | Redeemable Limited Partners' Capital | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Redeemable limited partners' capital, beginning balance | 3,262,666 | 364,219 | 3,262,666 | 364,219 | 284,534 | |||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 7,860 | 61,859 | ||||||||||||||||||
Receipts on receivables from limited partners | 0 | 0 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 0 | (28,009) | (380) | |||||||||||||||||
Redemption of limited partners | (2,046) | (1,781) | (14,268) | |||||||||||||||||
Net income attributable to Premier LP | 194,206 | 303,336 | 369,189 | |||||||||||||||||
Distributions to limited partners | (92,273) | (348,277) | (336,715) | |||||||||||||||||
Contribution of PHSI common stock in connection with the IPO | 76,916 | |||||||||||||||||||
Purchase of noncontrolling interest in S2S Global | (131,000) | |||||||||||||||||||
Net unrealized gain on marketable securities | 0 | 0 | 0 | |||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | (175,115) | |||||||||||||||||||
Adjustment to redemption amount | 904,035 | 2,741,588 | ||||||||||||||||||
Redeemable limited partners' capital, ending balance | 4,091,473 | 3,262,666 | 4,091,473 | 3,262,666 | 364,219 | |||||||||||||||
Limited Partner | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Redeemable limited partners' capital, beginning balance | $ 147 | $ (13) | 147 | (13) | (63) | |||||||||||||||
Issuance of redeemable limited partnership interest for notes receivable | 0 | 0 | ||||||||||||||||||
Receipts on receivables from limited partners | 0 | 0 | ||||||||||||||||||
Distributions and reductions applied to receivables from limited partners | 0 | 0 | 0 | |||||||||||||||||
Redemption of limited partners | 0 | 0 | 0 | |||||||||||||||||
Net income attributable to Premier LP | 0 | 0 | 0 | |||||||||||||||||
Distributions to limited partners | 0 | 0 | 0 | |||||||||||||||||
Contribution of PHSI common stock in connection with the IPO | 0 | |||||||||||||||||||
Purchase of noncontrolling interest in S2S Global | (3) | |||||||||||||||||||
Net unrealized gain on marketable securities | (155) | 163 | 50 | |||||||||||||||||
Exchange of Class B common units for Class A common stock by member owners | 0 | |||||||||||||||||||
Adjustment to redemption amount | 0 | 0 | ||||||||||||||||||
Redeemable limited partners' capital, ending balance | $ (8) | $ 147 | $ (8) | 147 | $ (13) | |||||||||||||||
Class A Common Stock | Limited Partner | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 247,742 | |||||||||||||||||||
Class A Common Stock | Limited Partner | Receivables From Limited Partners | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 0 | |||||||||||||||||||
Class A Common Stock | Limited Partner | Redeemable Limited Partners' Capital | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 247,742 | |||||||||||||||||||
Class A Common Stock | Limited Partner | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 0 | |||||||||||||||||||
Class B Common Stock | Limited Partner | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 30,072 | |||||||||||||||||||
Class B Common Stock | Limited Partner | Receivables From Limited Partners | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 0 | |||||||||||||||||||
Class B Common Stock | Limited Partner | Redeemable Limited Partners' Capital | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | 30,072 | |||||||||||||||||||
Class B Common Stock | Limited Partner | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Purchase of common units | $ 0 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 12 Months Ended | ||
Jun. 30, 2015vote$ / sharesshares | Jun. 30, 2014$ / sharesshares | Oct. 01, 2013$ / sharesshares | |
Class of Stock [Line Items] | |||
Common stock, shares issued (in shares) | 0 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common Stock, Votes Per Share Held | vote | 1 | ||
Common stock, shares issued (in shares) | 37,668,870 | 32,375,390 | 32,374,751 |
Common stock, par value (in USD per share) | $ / shares | $ 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 | vote | 1 | ||
Common stock, shares issued (in shares) | 106,382,552 | 112,510,905 | 112,607,832 |
Common stock, par value (in USD per share) | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Voting rights of common stock | one vote for each share held |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Numerator for basic and diluted (loss) income per share: | |||||||||||
Net (loss) income attributable to shareholders after adjustment of redeemable limited partners' capital to redemption amount | $ (84,076) | $ (374,853) | $ (32,979) | $ (373,384) | $ 491,389 | $ 509,239 | $ (3,713,408) | $ (476) | $ (865,292) | $ (2,713,256) | $ 7,376 |
Denominator for basic income per share weighted average shares | 37,576,000 | 37,316,000 | 35,589,000 | 32,376,000 | 32,375,000 | 32,375,000 | 32,375,000 | 5,627,000 | 35,681,000 | 25,633,000 | 5,858,000 |
Denominator for diluted (loss) income per share-adjusted: | |||||||||||
Weighted average shares and assumed conversions | 37,576,000 | 37,316,000 | 35,589,000 | 32,376,000 | 32,569,000 | 32,556,000 | 32,375,000 | 5,627,000 | 35,681,000 | 25,633,000 | 5,858,000 |
Basic net (loss) income per share: | |||||||||||
Basic net income from assumed conversions (usd per share) | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 15.18 | $ 15.73 | $ (114.70) | $ (0.08) | $ (24.25) | $ (105.85) | $ 1.26 |
Diluted net (loss) income per share: | |||||||||||
Diluted net income from continuing operations (usd per share) | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 15.09 | $ 15.64 | $ (114.70) | $ (0.08) | $ (24.25) | $ (105.85) | $ 1.26 |
Stock Options | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities | 0 | 0 | 0 | ||||||||
Diluted net (loss) income per share: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | 60 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities | 0 | 0 | 0 | ||||||||
Diluted net (loss) income per share: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | 354 | 124 | |||||||||
Performance Share Awards | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities | 0 | 0 | 0 | ||||||||
Diluted net (loss) income per share: | |||||||||||
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (c) | 634 | ||||||||||
Redeemable Limited Partners' Capital | Limited Partner | 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) | 106,383 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Exchange Agreement (Details) - shares | Jul. 31, 2015 | Apr. 30, 2015 | Feb. 02, 2015 | Oct. 31, 2014 | Jun. 30, 2015 |
Common Class B Unit | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Percentage of combined voting power, class A and class b common stock | 26.00% | 26.00% | 26.00% | ||
Stock issued during period, shares, conversion of units | 275,983 | 257,027 | 4,685,267 | 5,218,277 | |
Number of common units outstanding after exchange | 106,382,552 | 106,658,535 | 107,181,272 | ||
Class A Common Stock | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Percentage of combined voting power, class A and class b common stock | 74.00% | 74.00% | 74.00% | ||
Number of common units outstanding after exchange | 37,662,059 | 37,353,364 | 37,075,734 | ||
Subsequent Event | Common Class B Unit | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Percentage of combined voting power, class A and class b common stock | 26.00% | ||||
Stock issued during period, shares, conversion of units | 91,374 | ||||
Number of common units outstanding after exchange | 106,078,063 | ||||
Subsequent Event | Class A Common Stock | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Percentage of combined voting power, class A and class b common stock | 74.00% | ||||
Number of common units outstanding after exchange | 37,762,544 |
Stock-Based Compensation - 2013
Stock-Based Compensation - 2013 Equity Incentive Plan (Details) - USD ($) $ in Thousands | Oct. 01, 2013 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 28,498 | $ 19,476 | $ 0 | ||
Deferred taxes | 10,800 | $ 7,400 | |||
Estimated effective income tax rate | 39.00% | 38.00% | |||
Compensation not yet recognized | $ 38,400 | $ 38,400 | |||
Amortization period of unrecognized stock-based compensation | 1 year 5 months 22 days | ||||
2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number common stock awards authorized | 11,260,783 | 11,260,783 | |||
Shares available for grant | 6,710,054 | 6,710,054 | |||
Stock Options | 2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation not yet recognized | $ 14,000 | $ 14,000 | |||
Amortization period of unrecognized stock-based compensation | 1 year 6 months 20 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of restricted stock units (Details) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Millions | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation not yet recognized | $ 38.4 |
Weighted Average Fair Value at Grant Date | |
Amortization period of unrecognized stock-based compensation | 1 year 5 months 22 days |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
2013 Equity Incentive Plan | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation not yet recognized | $ 14 |
Award vesting period | 3 years |
Weighted Average Fair Value at Grant Date | |
Amortization period of unrecognized stock-based compensation | 1 year 6 months 20 days |
2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation not yet recognized | $ 10.2 |
Number of Shares | |
Outstanding at June 30, 2014 | 717,304 |
Granted | 160,425 |
Vested | (23,151) |
Forfeited | (35,487) |
Outstanding at June 30, 2015 | 819,091 |
Weighted Average Fair Value at Grant Date | |
Outstanding at June 30, 2014 (in USD per shares) | $ 27.29 |
Granted (in USD per shares) | 31.86 |
Vested (in USD per shares) | 28.14 |
Forfeited (in USD per shares) | 27.67 |
Outstanding at June 30, 2015 (in USD per shares) | $ 28.15 |
Amortization period of unrecognized stock-based compensation | 1 year 4 months 25 days |
STOCK-BASED COMPENSATION Stock-
STOCK-BASED COMPENSATION Stock-Based Compensation - Schedule of performance share awards (Details) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Millions | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation not yet recognized | $ 38.4 |
Weighted Average Fair Value at Grant Date | |
Amortization period of unrecognized stock-based compensation | 1 year 5 months 22 days |
2013 Equity Incentive Plan | Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation not yet recognized | $ 14.2 |
Award vesting period | 3 years |
Number of Shares | |
Outstanding at June 30, 2014 | 827,174 |
Granted | 278,123 |
Vested | 0 |
Forfeited | (13,429) |
Outstanding at June 30, 2015 | 1,091,868 |
Weighted Average Fair Value at Grant Date | |
Outstanding at June 30, 2014 (in USD per shares) | $ 27 |
Granted (in USD per shares) | 31.75 |
Vested (in USD per shares) | 0 |
Forfeited (in USD per shares) | 28.65 |
Outstanding at June 30, 2015 (in USD per shares) | $ 28.19 |
Amortization period of unrecognized stock-based compensation | 1 year 5 months 20 days |
STOCK-BASED COMPENSATION Stoc86
STOCK-BASED COMPENSATION Stock-Based Compensation - Schedule of Stock Options Awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Weighted Average Exercise Price | |||
Compensation not yet recognized | $ 38.4 | ||
Amortization period of unrecognized stock-based compensation | 1 year 5 months 22 days | ||
2013 Equity Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period upon employment termination | 12 months | ||
Award vesting period | 3 years | ||
Number of Options | |||
Outstanding at June 30, 2014 | 2,047,484 | ||
Granted | 674,078 | ||
Exercised | (55,866) | ||
Forfeited | (22,618) | ||
Outstanding at June 30, 2015 | 2,643,078 | 2,047,484 | |
Outstanding and exercisable at June 30, 2015 | 1,309,785 | ||
Weighted Average Exercise Price | |||
Outstanding at June 30, 2014 (in USD per shares) | $ 27 | ||
Granted (in USD per shares) | 31.92 | ||
Exercised (in USD per shares) | 27 | ||
Forfeited (in USD per shares) | 29.26 | ||
Outstanding at June 30, 2015 (in USD per shares) | 28.24 | $ 27 | |
Outstanding and exercisable at June 30, 2015 (in USD per shares) | $ 27.01 | ||
Compensation not yet recognized | $ 14 | ||
Amortization period of unrecognized stock-based compensation | 1 year 6 months 20 days | ||
Certain Employees | 2013 Equity Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 10 years | ||
Weighted Average Exercise Price | |||
Aggregate intrinsic value outstanding | $ 27 | ||
Aggregate intrinsic value exercisable | 15 | ||
Accregate intrinsic value expected to vest | 12 | ||
Intrinsic value of stock options | $ 0.5 | ||
Exercises in period | 0 | 0 | |
Vesting period one | 2013 Equity Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Vesting period two | 2013 Equity Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Vesting period three | 2013 Equity Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% |
STOCK-BASED COMPENSATION Stoc87
STOCK-BASED COMPENSATION Stock-Based Compensation - Schedule of fair value using Black-Scholes option pricing model (Details) - 2013 Equity Incentive Plan - Stock Options - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 years | 6 years |
Expected dividend | $ 0 | $ 0 |
Expected volatility | 42.00% | |
Risk-free interest rate | 1.71% | |
Weighted average expected dividend rate | $ 11.46 | |
Expected dividend rate used for stock options granted | 0.00% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 34.80% | |
Risk-free interest rate | 1.66% | |
Weighted average expected dividend rate | $ 12.82 | |
Risk-free rate interpolated | 5 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 39.50% | |
Risk-free interest rate | 1.89% | |
Weighted average expected dividend rate | $ 14.15 | |
Risk-free rate interpolated | 7 years |
PENSIONS AND OTHER POST-RETIR88
PENSIONS AND OTHER POST-RETIREMENT BENEFITS (Details) - Pension Plan - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
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 | $ 3.9 | $ 8.2 | $ 7.5 |
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 | $ 6.6 | $ 6.8 | $ 6.2 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Current: | |||
Federal | $ 15,240 | $ 14,331 | $ 5,690 |
State | 2,808 | 3,558 | 778 |
Total current expense | 18,048 | 17,889 | 6,468 |
Deferred: | |||
Federal | 15,770 | 8,832 | 2,858 |
State | 2,524 | 988 | 400 |
Total deferred expense | 18,294 | 9,820 | 3,258 |
Provision for income taxes | $ 36,342 | $ 27,709 | $ 9,726 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Computed tax expense | $ 94,895 | $ 126,115 | $ 134,684 |
Partnership income (federal) not subject to tax to the Company | (82,751) | (109,445) | (126,703) |
State taxes (net of federal benefit) | 1,961 | 2,136 | 1,023 |
Meals & entertainment and other permanent items | 1,840 | 972 | 1,770 |
Research & development credits | (2,160) | (639) | (1,725) |
Uncertain tax positions | 1,303 | 579 | 281 |
Benefit on subsidiaries treated separately for income tax purposes | (6,323) | 0 | 0 |
Gain on intercompany sale of Premier Plans, LLC | 0 | 11,908 | 0 |
Change in valuation allowance | 28,210 | (3,150) | 0 |
Other | (633) | (767) | 396 |
Provision for income taxes | $ 36,342 | $ 27,709 | $ 9,726 |
Effective income tax rate | 13.40% | 7.70% | 2.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Oct. 01, 2013 |
Deferred tax assets, current | |||
Accrued expenses and other | $ 10,679 | $ 6,617 | |
Accrued vacation | 3,692 | 3,030 | |
Total current deferred tax assets | 14,371 | 9,647 | |
Valuation allowance for deferred tax assets | (6,366) | 0 | |
Net current deferred tax assets | 8,005 | 9,647 | |
Deferred tax asset, noncurrent | |||
Partnership basis differences in Premier LP | 337,889 | 271,404 | |
Stock compensation | 18,079 | 7,449 | |
Accrued expenses | 23,602 | 13,690 | |
Net operating losses and credits | 8,791 | 3,929 | |
Other | 3,609 | 2,728 | |
Total deferred tax assets | 391,970 | 299,200 | |
Valuation allowance for deferred tax assets | (22,313) | (470) | |
Net noncurrent deferred tax assets | 369,657 | 298,730 | |
Deferred tax liability, noncurrent | |||
Purchased intangible assets and depreciation | (23,939) | (11,794) | |
Total net noncurrent deferred tax assets | (345,718) | (286,936) | $ (282,972) |
Net deferred tax asset | $ 353,723 | $ 296,583 |
Income Taxes - Schedule of Unce
Income Taxes - Schedule of Uncertain Tax Position (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of year balance | $ 1,438 | $ 759 | $ 478 |
Increases in prior period tax positions | 1,185 | 353 | 0 |
Decreases due to lapse in statute of limitations | (225) | (253) | 0 |
Increases in current period tax positions | 1,038 | 579 | 281 |
End of year balance | $ 3,436 | $ 1,438 | $ 759 |
INCOME TAXES Income Taxes (Narr
INCOME TAXES Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Oct. 01, 2013 | |
Income Tax Contingency [Line Items] | |||||
Unrecognized tax benefits | $ 3,200 | ||||
Deferred tax assets | $ 285,400 | $ 285,400 | $ 283,000 | ||
Increase to payable, tax receivable agreement | 6,200 | ||||
Tax Receivable Agreement, Offset to Selling, General, and Administrative Expense | 186,100 | ||||
Selling, general and administrative | 332,004 | 294,421 | $ 248,301 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 28,400 | ||||
Net deferred tax asset | 296,583 | 353,723 | 296,583 | ||
Valuation allowance, utilization and revaluation of state, increase (decrease), amount | 200 | ||||
Tax receivable agreement liabilities | 192,300 | $ 235,900 | 192,300 | $ 186,100 | |
Tax savings company will receive | 85.00% | 85.00% | |||
Increase in deferred tax assets | $ 2,400 | ||||
Reduction to tax expense | 2,400 | ||||
Deferred tax asset, other | $ 78,200 | ||||
Increase in tax receivable agreement liability related to quarterly exchange by member owners | 57,177 | 0 | 0 | ||
Reduction in tax receivable agreement liability related to departed member owners | 2,007 | 0 | 0 | ||
Payments to limited partners of Premier LP related to tax receivable agreements | 11,499 | $ 0 | $ 0 | ||
Income taxes paid | 10,300 | ||||
Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 16,400 | ||||
State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 9,600 | ||||
Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 2,400 | ||||
Premier Supply Chain Improvement, Inc | State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | $ 6,500 |
RELATED PARTY TRANSATIONS (Deta
RELATED PARTY TRANSATIONS (Details) - USD ($) | Oct. 01, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2013 |
Related Party Transaction [Line Items] | |||||
Revenue share obligations | $ 59,259,000 | $ 56,531,000 | |||
Limited partners' distribution payable | 22,432,000 | 22,351,000 | |||
Due from related parties | 3,444,000 | 1,228,000 | |||
Income from equity method investments | $ 21,285,000 | $ 16,976,000 | $ 11,968,000 | ||
Innovatix | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
GYNHA | |||||
Related Party Transaction [Line Items] | |||||
Revenue share obligations | $ 7,100,000 | $ 6,800,000 | |||
Limited partners' distribution payable | 3,000,000 | 3,200,000 | |||
GYNHA | Administrative Fee Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenue share obligations | 200,000 | 200,000 | |||
Revenue from Related Parties | 2,400,000 | 2,000,000 | 1,900,000 | ||
Member Owners | |||||
Related Party Transaction [Line Items] | |||||
Revenue sharing (participation agreements), percent | 30.00% | ||||
AEIX | |||||
Related Party Transaction [Line Items] | |||||
Maximum annual management fee revenue | 500,000 | ||||
AEIX | Administrative Fee Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 500,000 | 400,000 | 400,000 | ||
Due from related parties | 400,000 | 600,000 | |||
AEIX | Cost Reimbursement | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 4,700,000 | 4,900,000 | 4,600,000 | ||
Premier Healthcare Solutions, Inc. | Innovatix | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 38,700,000 | 35,000,000 | 31,900,000 | ||
Premier Healthcare Solutions, Inc. | Innovatix | Accounts Payable and Accrued Expenses | |||||
Related Party Transaction [Line Items] | |||||
Revenue share obligations | $ 3,700,000 | 3,700,000 | |||
Premier LP | |||||
Related Party Transaction [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 78.00% | 99.00% | |||
Premier LP | GYNHA | |||||
Related Party Transaction [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 11.00% | ||||
Premier LP | GYNHA | Administrative Fee Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | $ 60,900,000 | 62,000,000 | 47,400,000 | ||
Due from related parties | 3,000,000 | 600,000 | |||
Premier LP | GYNHA | Services and Support Revenue | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | $ 32,600,000 | 14,100,000 | 8,900,000 | ||
Premier LP | Member Owners | |||||
Related Party Transaction [Line Items] | |||||
Revenue sharing (participation agreements), percent | 30.00% | ||||
Premier Supply Chain Improvement, Inc | Innovatix | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | ||||
Premier Supply Chain Improvement, Inc | Innovatix | Other Income, Net | |||||
Related Party Transaction [Line Items] | |||||
Income from equity method investments | $ 21,300,000 | $ 17,000,000 | $ 12,000,000 |
COMMITMENTS AND CONTINGENCIES95
COMMITMENTS AND CONTINGENCIES Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent and associated operating expenses | $ 11,400 | $ 9,100 | $ 8,500 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | 9,268 | ||
2,017 | 9,294 | ||
2,018 | 8,445 | ||
2,019 | 9,297 | ||
2,020 | 8,799 | ||
Thereafter | 53,105 | ||
Total minimum lease payments | $ 98,208 |
SEGMENTS - Schedule of Adjusted
SEGMENTS - Schedule of Adjusted EBITDA and Other Income Statement Information and Total Assets by Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2013USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) | Oct. 01, 2013USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||
Net administrative fees | $ 457,020 | $ 464,837 | $ 519,219 | |||||||||
Other services and support | 270,748 | 233,186 | 205,685 | |||||||||
Services | 727,768 | 698,023 | 724,904 | |||||||||
Products | 279,261 | 212,526 | 144,386 | |||||||||
Net revenue | $ 266,553 | $ 261,723 | $ 249,445 | $ 229,308 | $ 235,466 | $ 225,598 | $ 208,909 | $ 240,576 | 1,007,029 | 910,549 | 869,290 | |
Segment Adjusted EBITDA | 393,175 | 392,288 | 419,025 | |||||||||
Capital Expenditures | 70,734 | 55,740 | 42,427 | |||||||||
Assets | 1,530,191 | 1,246,656 | 1,530,191 | 1,246,656 | $ 554,875 | |||||||
Depreciation and amortization | $ 54,322 | 39,823 | 29,220 | |||||||||
Number of reportable segments | segment | 2 | |||||||||||
Operating Segments | Supply Chain Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net administrative fees | $ 457,020 | 464,837 | 519,219 | |||||||||
Other services and support | 1,977 | 778 | 471 | |||||||||
Services | 458,997 | 465,615 | 519,690 | |||||||||
Products | 279,261 | 212,526 | 144,386 | |||||||||
Net revenue | 738,258 | 678,141 | 664,076 | |||||||||
Segment Adjusted EBITDA | 391,180 | 396,470 | 431,628 | |||||||||
Capital Expenditures | 1,815 | 2,719 | 1,560 | |||||||||
Assets | 466,537 | 373,746 | 466,537 | 373,746 | ||||||||
Depreciation and amortization | 1,964 | 1,482 | 1,254 | |||||||||
Operating Segments | Performance Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 268,771 | 232,408 | 205,214 | |||||||||
Segment Adjusted EBITDA | 90,235 | 73,898 | 56,456 | |||||||||
Capital Expenditures | 63,435 | 50,655 | 35,740 | |||||||||
Assets | 457,963 | 266,567 | 457,963 | 266,567 | ||||||||
Depreciation and amortization | 47,131 | 33,467 | 24,007 | |||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Segment Adjusted EBITDA | (88,240) | (78,080) | (69,059) | |||||||||
Capital Expenditures | 5,484 | 2,366 | 5,127 | |||||||||
Assets | $ 605,691 | $ 606,343 | 605,691 | 606,343 | ||||||||
Depreciation and amortization | $ 5,227 | $ 4,874 | $ 3,959 |
SEGMENTS - Reconciliation of Se
SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Segment Reporting Information [Line Items] | |||
Segment Adjusted EBITDA | $ 393,175 | $ 392,288 | $ 419,025 |
Depreciation and amortization | (45,186) | (36,761) | (27,681) |
Amortization of purchased intangible assets | (9,136) | (3,062) | (1,539) |
Acquisition related expenses | (9,037) | (2,014) | 0 |
Strategic and financial restructuring expenses | (1,373) | (3,760) | (5,170) |
Stock-based compensation expense | (28,498) | (19,476) | 0 |
Adjustment to tax receivable agreement liability | 0 | (6,215) | 0 |
Acquisition related adjustment - deferred revenue | (13,371) | 0 | 0 |
Income (Loss) from Equity Method Investments, Offset | (21,285) | (16,976) | (11,968) |
Deferred compensation plan income (expense) | 753 | (1,972) | 0 |
Operating income | 266,042 | 302,052 | 372,667 |
Equity in net income of unconsolidated affiliates | 21,285 | 16,976 | 11,968 |
Interest and investment income, net | 866 | 1,019 | 965 |
(Loss) gain on investment | (1,000) | 38,372 | 0 |
Loss on disposal of long-lived assets | (15,243) | 0 | 0 |
Loss on disposal of long-lived assets | (823) | 1,907 | (788) |
Income before income taxes | $ 271,127 | $ 360,326 | $ 384,812 |
Innovatix | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Innovatix | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 50.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 31, 2015 | Feb. 02, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Subsequent Event [Line Items] | |||||
Acquisition price | $ 14,500,000 | ||||
Line of credit facility | $ 1,007,000 | $ 6,000,000 | $ 5,604,000 | ||
Subsidiaries | Subsequent Event | Healthcare Insights, LLC | |||||
Subsequent Event [Line Items] | |||||
Business combination, consideration transferred | $ 65,000,000 | ||||
Scenario, Forecast | Subsidiaries | Subsequent Event | CECity.com, Inc | |||||
Subsequent Event [Line Items] | |||||
Business combination, consideration transferred | 400,000,000 | ||||
Acquisition price | 250,000,000 | ||||
Line of credit facility | $ 150,000,000 |
QUARTERLY FINANCIAL DATA (UNA99
QUARTERLY FINANCIAL DATA (UNAUDITED) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 266,553 | $ 261,723 | $ 249,445 | $ 229,308 | $ 235,466 | $ 225,598 | $ 208,909 | $ 240,576 | $ 1,007,029 | $ 910,549 | $ 869,290 |
Gross profit | 157,011 | 158,908 | 154,913 | 139,287 | 149,228 | 144,474 | 136,172 | 173,050 | 610,119 | 602,924 | 631,877 |
Net income | 32,061 | 72,029 | 65,808 | 64,887 | 66,632 | 101,980 | 51,477 | 112,528 | 234,785 | 332,617 | 375,086 |
Net income attributable to noncontrolling interest | (24,071) | (59,820) | (56,537) | (55,614) | (57,753) | (88,455) | (45,073) | (113,004) | (196,042) | (304,285) | (367,710) |
Net income attributable to shareholders | 7,990 | 12,209 | 9,271 | 9,273 | 8,879 | 13,525 | 6,404 | (476) | 38,743 | 28,332 | 7,376 |
Adjustment of redeemable limited partners' capital to redemption amount | (92,066) | (387,062) | (42,250) | (382,657) | 482,510 | 495,714 | (3,719,812) | 0 | (904,035) | (2,741,588) | 0 |
Net (loss) income attributable to stockholders after adjustment of redeemable limited partners' capital to redemption amount | $ (84,076) | $ (374,853) | $ (32,979) | $ (373,384) | $ 491,389 | $ 509,239 | $ (3,713,408) | $ (476) | $ (865,292) | $ (2,713,256) | $ 7,376 |
Weighted average shares outstanding: | |||||||||||
Basic (shares) | 37,576 | 37,316 | 35,589 | 32,376 | 32,375 | 32,375 | 32,375 | 5,627 | 35,681 | 25,633 | 5,858 |
Diluted (shares) | 37,576 | 37,316 | 35,589 | 32,376 | 32,569 | 32,556 | 32,375 | 5,627 | 35,681 | 25,633 | 5,858 |
Net loss per share attributable to stockholders: | |||||||||||
Basic (usd per share) | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 15.18 | $ 15.73 | $ (114.70) | $ (0.08) | $ (24.25) | $ (105.85) | $ 1.26 |
Diluted (usd per share) | $ (2.24) | $ (10.05) | $ (0.93) | $ (11.53) | $ 15.09 | $ 15.64 | $ (114.70) | $ (0.08) | $ (24.25) | $ (105.85) | $ 1.26 |
Schedule II Valuation and Qu100
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 1,054 | $ 671 | $ 2,120 |
Additions (Reductions) to Expense or Other Accounts | 144 | 499 | (1,148) |
Deductions | 45 | 116 | 301 |
Balance at End of Period | 1,153 | 1,054 | 671 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 470 | 3,719 | 3,490 |
Additions (Reductions) to Expense or Other Accounts | 28,396 | (3,249) | 229 |
Deductions | 187 | 0 | 0 |
Balance at End of Period | $ 28,679 | $ 470 | $ 3,719 |