Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
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-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 43,600,976 | |
Class B Common Stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 100,150,698 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Assets | ||
Cash and cash equivalents | $ 109,835 | $ 146,522 |
Marketable securities | 62,438 | 240,667 |
Accounts receivable (net of $1,592 and $1,153 allowance for doubtful accounts, respectively) | 116,142 | 99,120 |
Inventory | 31,889 | 33,058 |
Prepaid expenses and other current assets | 31,483 | 22,353 |
Due from related parties | 4,578 | 3,444 |
Deferred income tax assets | 7,101 | 8,005 |
Total current assets | 363,466 | 553,169 |
Marketable securities | 63,952 | 174,745 |
Property and equipment (net of $232,548 and $220,685 accumulated depreciation, respectively) | 153,509 | 147,625 |
Intangible assets (net of $23,862 and $17,815 accumulated amortization, respectively) | 181,119 | 38,669 |
Goodwill | 531,263 | 215,645 |
Deferred income tax assets | 332,170 | 345,718 |
Deferred compensation plan assets | 35,018 | 37,483 |
Other assets | 31,779 | 17,137 |
Total assets | 1,692,276 | 1,530,191 |
Liabilities, redeemable limited partners' capital and stockholders' deficit | ||
Accounts payable | 36,315 | 37,634 |
Accrued expenses | 39,784 | 41,261 |
Revenue share obligations | 58,008 | 59,259 |
Limited partners' distribution payable | 23,028 | 22,432 |
Accrued compensation and benefits | 25,861 | 51,066 |
Deferred revenue | 43,197 | 39,824 |
Current portion of tax receivable agreements | 11,089 | 11,123 |
Current portion of long-term debt | 4,075 | 2,256 |
Other liabilities | 5,349 | 4,776 |
Total current liabilities | 246,706 | 269,631 |
Long-term debt, less current portion | 163,902 | 15,679 |
Tax receivable agreements, less current portion | 220,194 | 224,754 |
Deferred compensation plan obligations | 35,018 | 37,483 |
Other liabilities | 20,376 | 20,914 |
Total liabilities | $ 686,196 | $ 568,461 |
Commitments and contingencies | ||
Redeemable limited partners' capital | $ 3,635,391 | $ 4,079,832 |
Stockholder's Equity | ||
Accumulated deficit | (2,629,512) | (3,118,474) |
Accumulated other comprehensive loss | (177) | (5) |
Total stockholders' deficit | (2,629,311) | (3,118,102) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 1,692,276 | 1,530,191 |
Class A Common Stock | ||
Stockholder's Equity | ||
Common stock | 378 | 377 |
Class B Common Stock | ||
Stockholder's Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Allowance for doubtful accounts | $ 1,592 | $ 1,153 |
Accumulated depreciation | 232,548 | 220,685 |
Accumulated amortization | $ 23,862 | $ 17,815 |
Class A Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 37,770,122 | 37,668,870 |
Common stock, shares outstanding | 37,770,122 | 37,668,870 |
Class B Common Stock | ||
Common stock, par value (in usd per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 106,078,063 | 106,382,552 |
Common stock, shares outstanding | 106,078,063 | 106,382,552 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenue: | ||
Net administrative fees | $ 117,949 | $ 106,523 |
Other services and support | 75,105 | 59,221 |
Services | 193,054 | 165,744 |
Products | 77,781 | 63,564 |
Net revenue | 270,835 | 229,308 |
Cost of revenue: | ||
Services | 38,124 | 32,764 |
Products | 70,999 | 57,257 |
Cost of revenue | 109,123 | 90,021 |
Gross profit | 161,712 | 139,287 |
Operating expenses: | ||
Selling, general and administrative | 86,938 | 71,166 |
Research and development | 456 | 1,073 |
Amortization of purchased intangible assets | 6,047 | 903 |
Total operating expenses | 93,441 | 73,142 |
Operating income | 68,271 | 66,145 |
Equity in net income of unconsolidated affiliates | 4,590 | 4,866 |
Interest and investment income, net | 241 | 191 |
Other expense, net | (1,809) | (504) |
Other income, net | 3,022 | 4,553 |
Income before income taxes | 71,293 | 70,698 |
Income tax expense | 19,040 | 5,811 |
Net income | 52,253 | 64,887 |
Net income attributable to noncontrolling interest in S2S Global | 0 | (798) |
Net income attributable to noncontrolling interest in Premier LP | (47,900) | (54,816) |
Net income attributable to noncontrolling interest | (47,900) | (55,614) |
Adjustment to redemption amount | 466,801 | (382,657) |
Net Income (Loss) Attributable to Parent After Adjustment Of Redeemable Limited Partners' Capital To Redemption Amount | $ 471,154 | $ (373,384) |
Weighted average shares outstanding: | ||
Basic (shares) | 37,735 | 32,376 |
Diluted (shares) | 145,560 | 32,376 |
Earnings (loss) per share attributable to stockholders: | ||
Basic (in USD per share) | $ 12.49 | $ (11.53) |
Diluted (in USD per share) | $ 0.24 | $ (11.53) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 52,253 | $ 64,887 |
Net unrealized loss on marketable securities | (652) | (80) |
Total comprehensive income | 51,601 | 64,807 |
Less: comprehensive income attributable to noncontrolling interest | (47,416) | (55,552) |
Comprehensive income attributable to Premier, Inc. | $ 4,185 | $ 9,255 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Deficit - 3 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Jun. 30, 2015 | 37,669 | 106,383 | ||||
Balance at June 30, 2015 at Jun. 30, 2015 | $ (3,118,102) | $ 377 | $ 0 | $ 0 | $ (3,118,474) | $ (5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Redemption of limited partners (in shares) | (214) | |||||
Redemption of limited partners | 0 | $ 0 | ||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 91 | (91) | ||||
Exchange of Class B common units for Class A common stock by member owners | 3,268 | $ (1) | (3,267) | |||
Adjustments to Additional Paid in Capital, Due to Quarterly Exchange | 879 | 879 | ||||
Issuance of Class A common stock under equity incentive plan (in shares) | 10 | |||||
Issuance of Class A common stock under equity incentive plan | 0 | 0 | ||||
Stock-based compensation expense | 13,700 | 13,700 | ||||
Repurchase of restricted units | (38) | (38) | ||||
Net income | 52,253 | 52,253 | ||||
Net income attributable to noncontrolling interest | (47,900) | (47,900) | ||||
Net unrealized loss on marketable securities | (172) | (172) | ||||
Adjustment of redeemable limited partners' capital to redemption amount | 466,801 | (17,808) | 484,609 | |||
Ending balance (in shares) at Sep. 30, 2015 | 37,770 | 106,078 | ||||
Balance at September 30, 2015 at Sep. 30, 2015 | $ (2,629,311) | $ 378 | $ 0 | $ 0 | $ (2,629,512) | $ (177) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net income | $ 52,253 | $ 64,887 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 17,912 | 11,211 |
Equity in net income of unconsolidated affiliates | (4,590) | (4,866) |
Deferred income taxes | 13,197 | 4,409 |
Stock-based compensation | 13,547 | 6,439 |
Adjustment to tax receivable agreement liability | (4,818) | 1,073 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other current assets | (20,139) | (17,590) |
Other assets | (12,286) | 128 |
Inventory | 1,169 | (1,657) |
Accounts payable, accrued expenses, revenue share obligations and other current liabilities | (32,710) | (17,732) |
Long-term liabilities | (281) | (1,025) |
Other operating activities | (535) | 596 |
Net cash provided by operating activities | 22,719 | 45,873 |
Investing activities | ||
Purchase of marketable securities | (19,211) | (34,412) |
Proceeds from sale of marketable securities | 307,734 | 138,660 |
Investment in unconsolidated affiliate | (1,000) | 0 |
Distributions received on equity investment | 5,450 | 5,050 |
Purchases of property and equipment | (17,141) | (14,360) |
Other investing activities | 434 | 481 |
Net cash used in investing activities | (186,629) | (60,588) |
Financing activities | ||
Payments made on notes payable | (330) | (322) |
Proceeds from S2S Global revolving line of credit | 0 | 200 |
Proceeds from credit facility | (150,000) | 0 |
Proceeds from exercise of stock options under equity incentive plan | 197 | 0 |
Repurchase of restricted units | (38) | (19) |
Distributions to limited partners of Premier LP | (22,432) | (22,408) |
Other financing activities | (174) | 0 |
Net cash provided by (used in) financing activities | 127,223 | (22,549) |
Net decrease in cash and cash equivalents | (36,687) | (37,264) |
Cash and cash equivalents at beginning of period | 146,522 | 131,786 |
Cash and cash equivalents at end of period | 109,835 | 94,522 |
Supplemental schedule of non-cash investing and financing activities: | ||
Payable to member owners incurred upon repurchase of ownership interest | 373 | 1,515 |
Reduction in Tax Receivable Agreement liability Related to Departed Member Owners, Income Taxes | 789 | 1,073 |
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 1,613 | 3,112 |
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 23,028 | 22,691 |
(Decrease) increase in redeemable limited partners' capital for adjustment to redemption amount, with offsetting increase (decrease) in additional paid-in-capital and accumulated deficit | (466,801) | 382,657 |
Reduction in redeemable limited partners' capital, with offsetting increase in common stock and additional paid-in capital related to quarterly exchange by member owners | (3,268) | 0 |
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 879 | 0 |
Increase in tax receivable agreement liability related to quarterly exchange by member owners | 1,013 | 0 |
Increase in deferred tax assets related to quarterly exchange by member owners | 1,415 | 0 |
Reduction in deferred tax assets related to departed member owners | 312 | 0 |
CECity.com, Inc | ||
Investing activities | ||
Acquisitions, net | (398,261) | 0 |
SYMMEDRx | ||
Investing activities | ||
Acquisitions, net | (64,634) | 0 |
Aperek | ||
Investing activities | ||
Acquisitions, net | 0 | (47,446) |
TheraDoc | ||
Investing activities | ||
Acquisitions, net | $ 0 | $ (108,561) |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Sep. 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 by public stockholders. The Company, together with its subsidiaries and affiliates, is a leading healthcare improvement company that unites hospitals, health systems, physicians and other healthcare providers to improve and innovate in the clinical, financial and operational areas of their business to meet the demands of a rapidly evolving healthcare industry. The Company's business model and solutions are designed to provide its members access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company's data warehouse, mitigate the risk of innovation and disseminate best practices that will help its member organizations succeed in their transformation to higher quality and more cost-effective healthcare. The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: supply chain services and performance services. The supply chain services segment includes one of the largest healthcare group purchasing organizations ("GPOs") in the United States, a specialty pharmacy and direct sourcing activities. The performance services segment includes one of the largest informatics and advisory services businesses in the United States focused on healthcare providers. The Company's software as a service ("SaaS") informatics products utilize its comprehensive data set to provide actionable intelligence to its members, enabling them to benchmark, analyze and identify areas of improvement across three main categories: cost management, quality and safety, and population health management. This segment also includes the Company's technology-enabled performance improvement collaboratives, advisory services and insurance 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 accompanying condensed 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 accompanying condensed consolidated statements of income and within comprehensive income attributable to noncontrolling interest in the accompanying condensed consolidated statements of comprehensive income. During the three months ended September 30, 2015, the member owners exchanged approximately 91,000 of their Class B common units and associated Class B common stock for Class A common stock as part of their quarterly exchange rights under an exchange agreement (the "Exchange Agreement") entered into by the member owners in connection with the completion of a series of transactions (the "Reorganization") following the consummation of the initial public offering ("IPO") and collectively with the IPO, the ("Reorganization and IPO") on October 1, 2013 (See Note 12 - Earnings (Loss) Per Share). As a result, at September 30, 2015, the member owners continue to own approximately 74% of the Company's combined Class A and Class B common stock (the "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 previous exchanges, continue to own approximately 26% of the Company's outstanding Common Stock. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the condensed consolidated financial statements and related footnotes contained in the Company's 2015 Annual Report. Use of Estimates in the Preparation of Financial Statements The preparation of the Company's condensed 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to the Company's significant accounting policies as described in the 2015 Annual Report. Recently Issued Accounting Standards In September 2015, the FASB issued ASU 2015-16 Simplifying the Accounting Measurement-Period Adjustments . Under this standard, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation or amortization, or other income effects (if any) as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. This standard also requires that the acquirer present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This standard is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This standard must be applied prospectively to adjustments to provisional amounts that occur after the effective date. The new standard will be effective for the Company for the fiscal year beginning July 1, 2016. Early application is permitted for financial statements that have not been issued. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. In August 2015, the FASB issued ASU 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements which clarifies the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03 Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . The SEC staff has announced that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.” This standard will be effective retrospectively for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. This guidance will not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. The new standard will be effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The new standard will be effective for the Company for the fiscal year beginning July 1, 2017. Early adoption is permitted. Upon transition, entities must disclose the nature of and reason for the accounting change. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. 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 ("VIE"s) 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 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 beginning July 1, 2016. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2014-09, Revenue from Contracts with Customers , which will supersede nearly all existing revenue recognition guidance under 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 beginning July 1, 2018. 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 condensed 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. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 3 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS Acquisition of Healthcare Insights, LLC On July 31, 2015, the Company’s indirect wholly-owned subsidiary, Premier Healthcare Solutions, Inc. ("PHSI") acquired all of the limited liability company membership interests of Healthcare Insights, LLC (“HCI”) for $65.0 million in cash, subject to post-closing adjustments based on HCI’s actual (i) indebtedness, (ii) transaction expenses and (iii) net working capital at closing. The HCI acquisition also provides selling members with a contingent purchase price adjustment of up to $4.0 million based on HCI’s revenues during the twelve months ended December 31, 2017 as defined in the purchase agreement. HCI has two primary businesses exclusively serving the healthcare provider market: (i) financial analytics which includes budgeting, forecasting, and labor productivity applications, and (ii) clinical analytics which includes service line analytics and direct costing analytics to support value-based care. The Company has accounted for the HCI acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (See Note 5 - Intangible Assets, Net) acquired and liabilities assumed based on their preliminary fair values. The HCI acquisition resulted in the recognition of approximately $41.9 million of goodwill (See Note 6 - Goodwill) attributable to the anticipated profitability of HCI. The Company reports HCI as part of its performance services segment as of July 31, 2015. The HCI acquisition is considered an asset acquisition for tax purposes. Accordingly, the Company expects the goodwill to be deductible for tax purposes. The purchase price allocation for the HCI acquisition is preliminary and subject to changes in fair value of working capital, valuation of the assets acquired and the liabilities assumed and the calculation of the contingent purchase price based on future revenue as defined in the purchase agreement. Acquisition of CECity.com, Inc. On August 20, 2015 pursuant to a stock purchase agreement, PHSI acquired 100% of the outstanding shares of capital stock of CECity.com, Inc. (“CECity”), a Delaware corporation, for $400.0 million , subject to post-closing adjustments based on CECity's actual (i) net 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 credit facility (See Note 8 - Debt). Headquartered in Pittsburgh, Pennsylvania, CECity is a cloud-based healthcare solutions provider, specializing in performance management and improvement, pay-for-value reporting and professional education. CECity offers turnkey solutions for clinical data registries, continuing medical education, maintenance of certification, performance improvement, pay-for-value reporting and life-long professional development. The Company has accounted for the CECity acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (See Note 5 - Intangible Assets, Net) acquired and liabilities assumed based on their preliminary fair values. The CECity acquisition resulted in the recognition of approximately $273.7 million of goodwill (See Note 6 - Goodwill) which reflects a premium relative to the fair value of the identified assets due to the strategic importance of the transaction to the Company as well as CECity business model which does not rely intensively on tangible assets. The CECity acquisition is considered an asset acquisition for tax purposes. Accordingly, the Company expects the goodwill to be deductible for tax purposes. The purchase price allocation for the CECity acquisition is preliminary and subject to changes in fair value of working capital and the valuation of the assets acquired and the liabilities assumed. The following table summarizes the preliminary fair values assigned to the net assets acquired and the liabilities assumed as of the CECity acquisition date of August 20, 2015 (in thousands): Acquisition Date Fair Value Purchase price $ 400,000 Working capital adjustment (28 ) Total purchase price 399,972 Less: cash acquired (1,708 ) Total purchase price, net of cash acquired 398,264 Accounts receivable 3,937 Other current assets 294 Property and equipment 605 Intangible assets 125,400 Other non-current assets 186 Total assets acquired 130,422 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,713 Approximately $1.2 million of pretax transaction-related costs related to the CECity acquisition are recorded in SG&A in the accompanying condensed consolidated statement of income for the three months ended September 30, 2015. The Company reports CECity as part of its performance services segment. Pro forma results of operations for these acquisitions have not been presented because the effects on revenue and net income were not material to our historic condensed consolidated financial statements. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES The Company invests its excess cash in commercial paper, U.S. government debt 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 September 30, 2015 Commercial paper $ 998 $ 1 $ — $ 999 Corporate debt securities 89,512 6 (695 ) 88,823 Asset-backed securities 36,555 20 (7 ) 36,568 $ 127,065 $ 27 $ (702 ) $ 126,390 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 Commercial paper, corporate debt securities, U.S. government debt securities and asset-backed securities are classified as current and long-term marketable securities in the accompanying condensed consolidated balance sheets. The decline in the fair market value of corporate debt securities is attributable to changes in interest rates and not credit quality. The Company does not intend to sell the corporate debt securities and it is not more likely than not that the Company will be required to sell the corporate debt securities before recovery of their amortized cost bases, which may be maturity. The Company does not consider the corporate debt securities to be other-than-temporarily impaired at September 30, 2015. At September 30, 2015, the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 62,447 $ 62,438 Due after one year through five years 64,618 63,952 $ 127,065 $ 126,390 See Note 9 - Fair Value Measurements for further discussion related to the Company’s measurement of fair market value for its marketable securities. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET Intangible assets, net consist of the following (in thousands): Useful Life September 30, 2015 June 30, 2015 Technology 5.0 years $ 136,221 $ 34,524 Customer relationships 8.3 years 48,120 16,120 Non-compete agreements 5.0 years 4,080 80 Trade names 7.0 years 13,160 5,760 Technology under development 4.9 years 3,400 — $ 204,981 $ 56,484 Accumulated amortization (23,862 ) (17,815 ) Total intangible assets, net $ 181,119 $ 38,669 The increase in intangible assets, net was due to the CECity and HCI acquisitions completed during the three months ended September 30, 2015 (See Note 3 - Business Acquisitions). Amortization expense of intangible assets totaled $6.0 million and $0.9 million for the three months ended September 30, 2015 and 2014, respectively. |
GOODWILL
GOODWILL | 3 Months Ended |
Sep. 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, 2015 $ 31,765 $ 183,880 $ 215,645 CECity acquisition — 273,713 273,713 HCI acquisition — 41,905 41,905 Balance at September 30, 2015 $ 31,765 $ 499,498 $ 531,263 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Sep. 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 September 30, 2015 and June 30, 2015 . 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 $8.1 million and $9.3 million at September 30, 2015 and June 30, 2015 , respectively, and is classified as long-term and included in other assets in the accompanying condensed consolidated balance sheets. The Company's 50% ownership share of Innovatix's net income included in equity in net income of unconsolidated affiliates in the accompanying condensed consolidated statements of income is $4.4 million and $4.9 million for the three months ended September 30, 2015 and 2014, 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 $4.9 million at September 30, 2015 and $5.0 million at June 30, 2015, which is included in other assets in the accompanying condensed consolidated balance sheets. For the three months ended September 30, 2015, the Company’s share of PharmaPoint’s net loss was $0.1 million which is included in equity in net income from unconsolidated affiliates in the accompanying condensed consolidated statements of income and included in the supply chain services segment. |
DEBT
DEBT | 3 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | Long-term debt consists of the following (in thousands): September 30, 2015 June 30, 2015 Commitment Amount Due Date Balance Outstanding Balance Outstanding Credit Agreement $ 750,000 June 24, 2019 $ 150,000 $ — Notes Payable — Various 17,977 17,935 167,977 17,935 Less: current portion (4,075 ) (2,256 ) Total $ 163,902 $ 15,679 Credit Facility On June 24, 2014, Premier LP, along with its wholly-owned subsidiaries, Premier Supply Chain Improvement, Inc. ("PSCI") and PHSI, as Co-Borrowers, Premier GP, and certain domestic subsidiaries of Premier GP, as guarantors, entered into an unsecured credit agreement, dated as of June 24, 2014, and amended on June 4, 2015 (the "Credit Agreement"). The Credit Agreement provides for borrowings of up to $750.0 million with (i) a $25.0 million sub-facility for standby letters of credit and (ii) a $75.0 million sub-facility for swingline loans. The Credit Agreement 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. At the Company's option committed loans may be in the form of eurodollar rate loans (“Eurodollar Loans”) or base rate loans (“Base Rate Loans”). Eurodollar 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 Loans and 0.125% to 0.750% for Base Rate Loans. In conjunction with the CECity acquisition the Company utilized $150.0 million of the Credit Facility to fund the acquisition (See Note 3 - Business Acquisitions). At September 30, 2015, the interest rate for three month and six month Eurodollar Loans was 1.465% and 1.655% , respectively. 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 September 30, 2015, the commitment fee was 0.125% . As of September 30, 2015, the Company had approximately $ 25.0 million available for credit commitments. 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 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 September 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. The Company may prepay amounts outstanding under the Credit Agreement without premium or penalty provided that Co-Borrowers compensate the lenders for losses and expenses incurred as a result of the prepayment of any Eurodollar Loan, as defined in the Credit Agreement. Notes Payable Notes payable consist primarily of non-interest bearing notes payable outstanding to departed member owners. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table represents the Company's financial assets which are measured 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) September 30, 2015 Cash equivalents $ 17,905 $ 17,905 $ — Commercial paper 999 — 999 Corporate debt securities 88,823 — 88,823 Asset-backed securities 36,568 — 36,568 Deferred compensation plan assets (a) 38,398 38,398 — Total assets $ 182,693 $ 56,303 $ 126,390 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 (a) Deferred compensation plan assets consist of highly liquid mutual fund investments. Cash equivalents are included in cash and cash equivalents; commercial paper, corporate debt securities, U.S. government debt securities and asset-backed securities are included in current and long-term marketable securities; the current portion of deferred compensation plan assets are included in prepaid expenses and other current assets ( $3.4 million and $2.6 million at September 30, 2015 and June 30, 2015 , respectively) in the accompanying condensed consolidated balance sheets. The fair value of the Company's commercial paper, corporate debt securities, U.S. government 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 September 30, 2015 and June 30, 2015 that would be classified as Level 3. Non-Recurring Fair Value Measurements During the three months ended September 30, 2015, no non-recurring fair value measurements were required relating to the testing of goodwill and intangible assets for impairment, however the purchase price allocations required significant non-recurring Level 3 inputs (See Note 3 - Business Acquisitions). Other Financial Instruments The fair value of cash, accounts receivable, accounts payable and accrued liabilities approximates carrying value because of the short-term nature of these financial instruments. The carrying amount of the Credit Facility at September 30, 2015 approximates fair value based on the variable nature of the interest thereupon and the consistency of the three and six-month LIBOR since drawing on the Credit Facility in August 2015. The fair value of non-interest bearing notes payable, classified as Level 2, is less than their carrying value by approximately $0.5 million and $0.6 million at September 30, 2015 and June 30, 2015 , respectively, based on an assumed market interest rate of 1.7% at September 30, 2015 and 1.6% at June 30, 2015 , respectively. |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 3 Months Ended |
Sep. 30, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Limited Partners' Capital | REDEEMABLE LIMITED PARTNERS' CAPITAL 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 accompanying condensed 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 September 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 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 in the mezzanine section of the accompanying condensed consolidated balance sheet at September 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 three months ended September 30, 2015 and 2014 the Company recorded an adjustment to fair value for the redemption amount to redeemable limited partners' capital of $(466.8) million and $382.7 million , respectively. During the three months ended September 30, 2015 , the Company recorded a reduction of $3.3 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 (See Note 12 - Earnings (Loss) Per Share). The table below shows the changes in the redeemable limited partners' capital classified as temporary equity from June 30, 2015 to September 30, 2015 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Loss Total Redeemable Limited Partners' Capital June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 Distributions applied to receivables from limited partners 1,613 — — 1,613 Redemption of limited partners — (373 ) — (373 ) Net income attributable to Premier LP — 47,900 — 47,900 Distributions to limited partners — (23,028 ) — (23,028 ) Net unrealized loss on marketable securities — — (484 ) (484 ) Exchange of Class B common units for Class A common stock by member owners — (3,268 ) — (3,268 ) Adjustment to redemption amount — (466,801 ) — (466,801 ) September 30, 2015 $ (10,020 ) $ 3,645,903 $ (492 ) $ 3,635,391 Receivables from limited partners represent amounts due from limited partners for their required capital in Premier LP. These receivables are either interest bearing notes issued to new limited partners or non-interest bearing loans (contribution loans) provided to existing limited partners and are reflected as a reduction in redeemable limited partners' capital (which includes the capital funded by such receivables) because amounts due from limited partners for capital are not reflected as redeemable limited partnership capital until paid. No interest bearing notes receivable were executed by limited partners of Premier LP during the three months ended September 30, 2015. During the three months ended September 30, 2015, one limited partner withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's Class B common units that are not eligible for exchange in the form of a five -year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to the former limited partners are reflected in notes payable in the accompanying condensed consolidated balance sheets. In connection with such withdrawal, the Company issued a $0.4 million five -year, unsecured, non-interest bearing term promissory note. 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. 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 August 27, 2015 to its limited partners of $22.4 million , which is equal to Premier LP's total taxable income for the three months ended June 30, 2015 multiplied by the Company's standalone effective combined federal, state and local income tax rate. Premier LP will make a quarterly distribution, payable before November 29, 2015 (or prior to the 60 th day after the end of the calendar quarter ended September 30, 2015), equal to Premier LP's total taxable income for the three months ended September 30, 2015 multiplied by the Company's standalone effective combined federal, state and local income tax rate. The distribution payable attributable to limited partners of approximately $23.0 million is reflected in limited partners' distribution payable in the accompanying condensed consolidated balance sheet at September 30, 2015 . |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | STOCKHOLDERS' DEFICIT As of September 30, 2015, there were 37,770,122 shares of the Company's Class A common stock, par value $0.01 per share, and 106,078,063 shares of the Company's 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 stock 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 | 3 Months Ended |
Sep. 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 by the weighted average number of shares of common stock outstanding for the period. Net income (loss) attributable to stockholders includes the adjustment recorded in the period to reflect redeemable limited partners' capital at the redemption amount, as a result of the exchange 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 and awards, shares of non-vested performance share awards, shares that could be issued under the outstanding stock options and Class B common units issued if all exchanges occurred. 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): Three Months Ended September 30, 2015 2014 Numerator for basic earnings (loss) per share: Net income (loss) attributable to stockholders $ 471,154 $ (373,384 ) Numerator for diluted earnings (loss) per share: Net income (loss) attributable to stockholders $ 471,154 $ — Adjustment of redeemable limited partners' capital to redemption amount (466,801 ) — Net income attributable to non-controlling interest in Premier LP 47,900 — Net income 52,253 — Tax effect on Premier Inc. net income (a) (16,658 ) — Adjusted net income $ 35,595 $ — Denominator for basic earnings (loss) weighted average shares (b) 37,735 32,376 Denominator for diluted earnings (loss) per share: Effect of dilutive securities: (c) Stock options 311 — Restricted stock 508 — Performance share awards 928 — Class B shares outstanding at the beginning of reporting period 106,078 — Denominator for diluted earnings (loss) per share-adjusted: Weighted average shares and assumed conversions 145,560 32,376 Basic earnings (loss) per share $ 12.49 $ (11.53 ) Diluted earnings (loss) per share $ 0.24 $ (11.53 ) (a) Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from noncontrolling interest in Premier, LP for the purpose of diluted earnings per share. (b) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the three months ended September 30, 2015 and 2014. (c) For the three months ended September 30, 2014, the conversion of 252 Class A common shares and 111,867 Class B common units exchangeable for Class A common shares were excluded from the dilutive weighted average shares outstanding because inclusion thereof would have been anti-dilutive. 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 (See Note 10 - Redeemable Limited Partners' Capital). 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. The table only contemplates the quarterly exchange of Class B common stock for Class A common stock, and not other changes that may arise from time to time: 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 July 31, 2015 91,374 91,374 106,078,063 106,078,063 37,762,544 74%/26% November 2, 2015 (a) 5,830,458 5,830,458 100,247,605 100,247,605 43,600,507 70%/30% (a) As the quarterly exchange occurred on November 2, 2015, the impact of the exchange is not reflected in the condensed consolidated financial statements for the quarter ended September 30, 2015. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Sep. 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 $13.5 million and $6.4 million , respectively, for the three months ended September 30, 2015 and 2014, respectively, with a resulting deferred tax benefit of $5.1 million and $2.4 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. At September 30, 2015, there was $60.3 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.85 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 September 30, 2015, there were 5,322,399 shares available for grant under the 2013 Equity Incentive Plan. Restricted Stock. Restricted stock units ("RSU") and restricted stock awards ("RSA") issued and outstanding generally vest over a three -year period for employees and a one-year period for directors. The following table includes information related to restricted stock awards for the three months ended September 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 819,091 $ 28.15 Granted 169,363 $ 35.65 Vested (3,069 ) $ 28.58 Forfeited (12,836 ) $ 29.22 Outstanding at September 30, 2015 972,549 $ 29.44 At September 30, 2015, there was $13.8 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.68 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 three months ended September 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 1,091,868 $ 28.19 Granted 362,129 $ 35.65 Forfeited (9,657 ) $ 30.68 Outstanding at September 30, 2015 1,444,340 $ 30.04 At September 30, 2015, there was $25.7 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.99 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 three months ended September 30, 2015: Number of Options Weighted Average Exercise Price Outstanding at June 30, 2015 2,643,078 $ 28.24 Granted 811,602 $ 35.65 Exercised (7,131 ) $ 27.67 Forfeited (11,701 ) $ 32.40 Outstanding at September 30, 2015 3,435,848 $ 29.97 Outstanding and exercisable at September 30, 2015 1,521,633 $ 27.64 The aggregate intrinsic value of stock options outstanding at September 30, 2015 was $16.2 million . The aggregate intrinsic value of stock options outstanding and exercisable at September 30, 2015 was $10.2 million . The aggregate intrinsic value of stock options expected to vest at September 30, 2015 was $6.0 million . The intrinsic value of stock options exercised during the year ended September 30, 2015 was $0.1 million . At September 30, 2015, there was $20.8 million of unrecognized stock-based compensation expense related to stock options that will be amortized over 1.78 years . The Company estimates the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model, applying the following assumptions, and amortizes expense over the option's vesting period using the straight-line attribution approach: Three Months Ended September 30, 2015 2014 Expected life (1) 6 years 6 years Expected dividend (2) — — Expected volatility (3) 32.70 % 39.50 % Risk-free interest rate (4) 1.74 % 1.84 % Weighted average option grant date fair value $ 12.40 $ 12.82 (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 | 3 Months Ended |
Sep. 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. For the three months ended September 30, 2015 and 2014, the Company recorded tax expense on income before taxes of $ 19.0 million and $ 5.8 million, respectively, which equates to an effective tax rate of 26.7% and 8.2% , respectively. For the three months ended September 30, 2015 and 2014, 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. The effective tax rate has increased from the prior year due to a discrete tax expense of $ 8.0 million or 11.3% recorded in connection with adjustments to deferred tax assets associated with North Carolina reducing its state income tax rate for years 2016 and beyond by 1% and the recording of valuation allowances against deferred tax assets of $ 6.6 million or 9.2% at PHSI that were not present in the prior year. The Company has deferred tax assets of $ 339.3 million and $ 353.7 million as of September 30, 2015 and June, 30, 2015 respectively. The decrease of $ 14.4 million is primarily attributable to reductions in deferred tax assets of $ 8.0 million recorded in connection with adjusting the basis in assets related to the North Carolina state income tax rate of 1% , a valuation allowance recorded against deferred tax assets of $ 6.6 million at PHSI, $ 1.2 million deferred tax expense recorded in the ordinary course of business due to the change in deferred tax assets, offset by an increase of $ 1.4 million in connection with member owner units pursuant to the Exchange Agreement that occurred in the quarter. The Company has tax receivable agreement liabilities of $ 231.3 million as of September 30, 2015, representing 85% of the tax savings the Company expects to receive in connection with the Section 754 election which results in adjustments to the tax basis of the assets of Premier LP upon member exchanges of Class B units of Premier LP for Class A shares of Premier, Inc. and represents a decrease of $ 4.6 million when compared to the $ 235.9 million as of June 30, 2015. The decrease is attributable to a $ 4.8 million decrease in connection with revaluing the deferred tax assets and tax receivable liabilities associated with the North Carolina state income tax rate reduction of 1% and $0.8 million in connection with departed member owners, offset by a $ 1.0 million increase in connection with member quarterly exchanges on July 31, 2015. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS GNYHA Services, Inc. ("GNYHA") and its member organizations owned approximately 11% of the outstanding partnership interests in Premier LP as of September 30, 2015. Net administrative fees revenue recorded with GNYHA and its member organizations was $15.6 million and $14.5 million for the three months ended September 30, 2015 and 2014, respectively. 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 $6.7 million and $7.1 million of revenue share obligations in the accompanying condensed consolidated balance sheets relate to revenue share obligations to GNYHA and its member organizations at September 30, 2015 and June 30, 2015, 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 $0.7 million and $0.6 million for the three months ended September 30, 2015 and 2014, respectively. The Company had revenue share obligations to Essensa of $0.1 million and $0.2 million at September 30, 2015 and June 30, 2015, respectively. In addition, of the $23.0 million and $22.4 million limited partners' distribution payable in the accompanying condensed consolidated balance sheets, $3.0 million and $3.0 million are payable to GNYHA and its member organizations at September 30, 2015 and June 30, 2015, respectively. In addition, $8.2 million and $5.1 million were recorded during the three months ended September 30, 2015 and 2014, 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 parties in the accompanying condensed consolidated balance sheets, were $4.1 million and $3.0 million at September 30, 2015 and June 30, 2015, respectively. The Company's 50% ownership share of Innovatix's net income included in other income (expense), net, in the accompanying condensed consolidated statements of income is $4.4 million and $4.9 million for the three months ended September 30, 2015 and 2014, 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 $9.4 million and $8.5 million for the three months ended September 30, 2015 and 2014, respectively. At September 30, 2015 and June 30, 2015 , the Company had revenue share obligations to Innovatix of $3.1 million and $3.7 million , respectively, in the accompanying condensed consolidated balance sheets. The Company conducts all operational activities for American Excess Insurance Exchange Risk Retention Group ("AEIX"), a reciprocal risk retention group that provides excess hospital, professional, umbrella and general liability insurance to certain hospital and healthcare system members. The Company is reimbursed by AEIX for actual costs, plus an annual incentive management fee not to exceed $0.5 million per calendar year. The Company received cost reimbursement of $1.0 million and $1.1 million for the three months ended September 30, 2015 and 2014, respectively. The Company did not receive an annual incentive management fee for the three months ended September 30, 2015 and received $0.1 million for the three months ended September 30, 2014. As of September 30, 2015 and June 30, 2015 , $0.5 million and $0.4 million , respectively, in amounts payable to the Company by AEIX are included in due from related parties in the accompanying condensed consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is not currently involved in any significant litigation. However, the Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include claims relating to commercial, 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 | 3 Months Ended |
Sep. 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 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 selected net revenue and Segment Adjusted EBITDA (in thousands): Three Months Ended September 30, Net Revenue 2015 2014 Supply Chain Services Net administrative fees $ 117,949 $ 106,523 Other services and support 819 215 Services 118,768 106,738 Products 77,781 63,564 Total Supply Chain Services $ 196,549 $ 170,302 Performance Services 74,286 59,006 Total $ 270,835 $ 229,308 Three Months Ended September 30, Segment Adjusted EBITDA 2015 2014 Supply Chain Services $ 102,949 $ 91,268 Performance Services 24,925 18,362 Corporate (22,877 ) (19,112 ) Total $ 104,997 $ 90,518 A reconciliation of Segment Adjusted EBITDA to income before income taxes is as follows (in thousands): Three Months Ended September 30, 2015 2014 Segment Adjusted EBITDA $ 104,997 $ 90,518 Depreciation and amortization (11,865 ) (10,308 ) Amortization of purchased intangible assets (6,047 ) (903 ) Acquisition related expenses (a) (3,472 ) (1,278 ) Strategic and financial restructuring expenses (b) (27 ) (96 ) Stock-based compensation expense (c) (13,700 ) (6,439 ) ERP implementation expenses (d) (560 ) — Adjustment to tax receivable agreement liability (e) 4,818 1,073 Acquisition related adjustment - deferred revenue (f) (3,092 ) (2,065 ) Equity in net income of unconsolidated affiliates (g) (4,590 ) (4,866 ) Deferred compensation plan expense 1,809 509 Operating income $ 68,271 $ 66,145 Equity in net income of unconsolidated affiliates (g) 4,590 4,866 Interest and investment income, net 241 191 Other expense, net (1,809 ) (504 ) Income before income taxes $ 71,293 $ 70,698 (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 non-cash employee stock based compensation expense and stock purchase plan expense. (d) Represents implementation and other costs of new ERP system. (e) Represents adjustment to tax receivable agreement liability for a 1% decrease in the North Carolina state income tax rate during the three months ended September 30, 2015, and impact of departed member owners. (f) 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 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. (g) Represents equity in net income of unconsolidated affiliates primarily 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): Three Months Ended September 30, Capital Expenditures 2015 2014 Supply Chain Services $ 764 $ 655 Performance Services 15,263 13,539 Corporate 1,114 166 Total $ 17,141 $ 14,360 Total Assets September 30, 2015 June 30, 2015 Supply Chain Services $ 256,025 $ 466,537 Performance Services 944,390 457,963 Corporate 491,861 605,691 Total $ 1,692,276 $ 1,530,191 Three Months Ended September 30, Depreciation and Amortization Expense (a) 2015 2014 Supply Chain Services $ 517 $ 412 Performance Services 15,924 9,553 Corporate 1,471 1,246 Total $ 17,912 $ 11,211 (a) Includes amortization of purchased intangible assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 1, 2015, the Company acquired all of the limited liability company membership interests of InFlowHealth, LLC (“InFlow”) for $6.0 million in cash, subject to adjustment based on InFlow’s actual (i) indebtedness, (ii) transaction expenses and (iii) net working capital at closing. The acquisition provides selling members an earn-out opportunity of up to $26.9 million based on InFlow’s future annual revenues through December 2019. The selling members also received restricted stock units of Premier with an aggregate equity grant value of $2.1 million which vest over a three -year period. InFlow is a SaaS-based software developer that specializes in improving the operational, financial and strategic performance of physician practices. Inflow’s software allows physicians to identify opportunities for improvement and guide practice budgeting and strategic investments by aggregating financial and operational data from physicians in medical groups across the United States. The software is designed to provide actionable insights into among other things, practice capacity, patient volumes, productivity and staffing ratios, revenue cycle performance, patient demographics, referral patterns, and overall compensation. The Company will report Inflow as part of its performance services segment as of October 1, 2015. |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | 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 accompanying condensed 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 accompanying condensed consolidated statements of income and within comprehensive income attributable to noncontrolling interest in the accompanying condensed consolidated statements of comprehensive income. During the three months ended September 30, 2015, the member owners exchanged approximately 91,000 of their Class B common units and associated Class B common stock for Class A common stock as part of their quarterly exchange rights under an exchange agreement (the "Exchange Agreement") entered into by the member owners in connection with the completion of a series of transactions (the "Reorganization") following the consummation of the initial public offering ("IPO") and collectively with the IPO, the ("Reorganization and IPO") on October 1, 2013 (See Note 12 - Earnings (Loss) Per Share). As a result, at September 30, 2015, the member owners continue to own approximately 74% of the Company's combined Class A and Class B common stock (the "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 previous exchanges, continue to own approximately 26% of the Company's outstanding Common Stock. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring adjustments. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the condensed consolidated financial statements and related footnotes contained in the Company's 2015 Annual Report. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the Company's condensed 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In September 2015, the FASB issued ASU 2015-16 Simplifying the Accounting Measurement-Period Adjustments . Under this standard, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation or amortization, or other income effects (if any) as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. This standard also requires that the acquirer present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This standard is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This standard must be applied prospectively to adjustments to provisional amounts that occur after the effective date. The new standard will be effective for the Company for the fiscal year beginning July 1, 2016. Early application is permitted for financial statements that have not been issued. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. In August 2015, the FASB issued ASU 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements which clarifies the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03 Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . The SEC staff has announced that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.” This standard will be effective retrospectively for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. This guidance will not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. The new standard will be effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The new standard will be effective for the Company for the fiscal year beginning July 1, 2017. Early adoption is permitted. Upon transition, entities must disclose the nature of and reason for the accounting change. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. 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 ("VIE"s) 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 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 beginning July 1, 2016. The Company is currently evaluating the impact of the adoption of the new standard on its condensed consolidated financial statements and related disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2014-09, Revenue from Contracts with Customers , which will supersede nearly all existing revenue recognition guidance under 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 beginning July 1, 2018. 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 condensed 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. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions | The following table summarizes the preliminary fair values assigned to the net assets acquired and the liabilities assumed as of the CECity acquisition date of August 20, 2015 (in thousands): Acquisition Date Fair Value Purchase price $ 400,000 Working capital adjustment (28 ) Total purchase price 399,972 Less: cash acquired (1,708 ) Total purchase price, net of cash acquired 398,264 Accounts receivable 3,937 Other current assets 294 Property and equipment 605 Intangible assets 125,400 Other non-current assets 186 Total assets acquired 130,422 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,713 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 3 Months Ended |
Sep. 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 September 30, 2015 Commercial paper $ 998 $ 1 $ — $ 999 Corporate debt securities 89,512 6 (695 ) 88,823 Asset-backed securities 36,555 20 (7 ) 36,568 $ 127,065 $ 27 $ (702 ) $ 126,390 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 |
Marketable Securities, Maturities | At September 30, 2015, the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 62,447 $ 62,438 Due after one year through five years 64,618 63,952 $ 127,065 $ 126,390 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consist of the following (in thousands): Useful Life September 30, 2015 June 30, 2015 Technology 5.0 years $ 136,221 $ 34,524 Customer relationships 8.3 years 48,120 16,120 Non-compete agreements 5.0 years 4,080 80 Trade names 7.0 years 13,160 5,760 Technology under development 4.9 years 3,400 — $ 204,981 $ 56,484 Accumulated amortization (23,862 ) (17,815 ) Total intangible assets, net $ 181,119 $ 38,669 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Sep. 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, 2015 $ 31,765 $ 183,880 $ 215,645 CECity acquisition — 273,713 273,713 HCI acquisition — 41,905 41,905 Balance at September 30, 2015 $ 31,765 $ 499,498 $ 531,263 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following (in thousands): September 30, 2015 June 30, 2015 Commitment Amount Due Date Balance Outstanding Balance Outstanding Credit Agreement $ 750,000 June 24, 2019 $ 150,000 $ — Notes Payable — Various 17,977 17,935 167,977 17,935 Less: current portion (4,075 ) (2,256 ) Total $ 163,902 $ 15,679 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets at Fair Value on a Recurring Basis | The following table represents the Company's financial assets which are measured 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) September 30, 2015 Cash equivalents $ 17,905 $ 17,905 $ — Commercial paper 999 — 999 Corporate debt securities 88,823 — 88,823 Asset-backed securities 36,568 — 36,568 Deferred compensation plan assets (a) 38,398 38,398 — Total assets $ 182,693 $ 56,303 $ 126,390 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 (a) Deferred compensation plan assets consist of highly liquid mutual fund investments. |
REDEEMABLE LIMITED PARTNERS' 33
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Changes in Redeemable Limited Partners' Capital | The table below shows the changes in the redeemable limited partners' capital classified as temporary equity from June 30, 2015 to September 30, 2015 (in thousands): Receivables From Limited Partners Redeemable Limited Partners' Capital Accumulated Other Comprehensive Loss Total Redeemable Limited Partners' Capital June 30, 2015 $ (11,633 ) $ 4,091,473 $ (8 ) $ 4,079,832 Distributions applied to receivables from limited partners 1,613 — — 1,613 Redemption of limited partners — (373 ) — (373 ) Net income attributable to Premier LP — 47,900 — 47,900 Distributions to limited partners — (23,028 ) — (23,028 ) Net unrealized loss on marketable securities — — (484 ) (484 ) Exchange of Class B common units for Class A common stock by member owners — (3,268 ) — (3,268 ) Adjustment to redemption amount — (466,801 ) — (466,801 ) September 30, 2015 $ (10,020 ) $ 3,645,903 $ (492 ) $ 3,635,391 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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): Three Months Ended September 30, 2015 2014 Numerator for basic earnings (loss) per share: Net income (loss) attributable to stockholders $ 471,154 $ (373,384 ) Numerator for diluted earnings (loss) per share: Net income (loss) attributable to stockholders $ 471,154 $ — Adjustment of redeemable limited partners' capital to redemption amount (466,801 ) — Net income attributable to non-controlling interest in Premier LP 47,900 — Net income 52,253 — Tax effect on Premier Inc. net income (a) (16,658 ) — Adjusted net income $ 35,595 $ — Denominator for basic earnings (loss) weighted average shares (b) 37,735 32,376 Denominator for diluted earnings (loss) per share: Effect of dilutive securities: (c) Stock options 311 — Restricted stock 508 — Performance share awards 928 — Class B shares outstanding at the beginning of reporting period 106,078 — Denominator for diluted earnings (loss) per share-adjusted: Weighted average shares and assumed conversions 145,560 32,376 Basic earnings (loss) per share $ 12.49 $ (11.53 ) Diluted earnings (loss) per share $ 0.24 $ (11.53 ) (a) Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from noncontrolling interest in Premier, LP for the purpose of diluted earnings per share. (b) Weighted average number of common shares used for basic earnings per share excludes weighted average shares of non-vested stock options, non-vested restricted stock, non-vested performance share awards and Class B shares outstanding for the three months ended September 30, 2015 and 2014. (c) For the three months ended September 30, 2014, the conversion of 252 Class A common shares and 111,867 Class B common units exchangeable for Class A common shares were excluded from the dilutive weighted average shares outstanding because inclusion thereof would have been anti-dilutive. |
Schedule of exchange agreement | 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. The table only contemplates the quarterly exchange of Class B common stock for Class A common stock, and not other changes that may arise from time to time: 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 July 31, 2015 91,374 91,374 106,078,063 106,078,063 37,762,544 74%/26% November 2, 2015 (a) 5,830,458 5,830,458 100,247,605 100,247,605 43,600,507 70%/30% (a) As the quarterly exchange occurred on November 2, 2015, the impact of the exchange is not reflected in the condensed consolidated financial statements for the quarter ended September 30, 2015. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Restricted Stock Unit Award Activity | The following table includes information related to restricted stock awards for the three months ended September 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 819,091 $ 28.15 Granted 169,363 $ 35.65 Vested (3,069 ) $ 28.58 Forfeited (12,836 ) $ 29.22 Outstanding at September 30, 2015 972,549 $ 29.44 |
Schedule of Performance Share Award Activity | The following table includes information related to performance share awards for the three months ended September 30, 2015: Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 1,091,868 $ 28.19 Granted 362,129 $ 35.65 Forfeited (9,657 ) $ 30.68 Outstanding at September 30, 2015 1,444,340 $ 30.04 |
Schedule of Stock Option Activity | The following table includes information related to stock options for the three months ended September 30, 2015: Number of Options Weighted Average Exercise Price Outstanding at June 30, 2015 2,643,078 $ 28.24 Granted 811,602 $ 35.65 Exercised (7,131 ) $ 27.67 Forfeited (11,701 ) $ 32.40 Outstanding at September 30, 2015 3,435,848 $ 29.97 Outstanding and exercisable at September 30, 2015 1,521,633 $ 27.64 |
Key Assumptions Used for Determining the Fair Value of Stock Options Granted | The Company estimates the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model, applying the following assumptions, and amortizes expense over the option's vesting period using the straight-line attribution approach: Three Months Ended September 30, 2015 2014 Expected life (1) 6 years 6 years Expected dividend (2) — — Expected volatility (3) 32.70 % 39.50 % Risk-free interest rate (4) 1.74 % 1.84 % Weighted average option grant date fair value $ 12.40 $ 12.82 (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. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of net revenue and EBITDA | The following tables present selected net revenue and Segment Adjusted EBITDA (in thousands): Three Months Ended September 30, Net Revenue 2015 2014 Supply Chain Services Net administrative fees $ 117,949 $ 106,523 Other services and support 819 215 Services 118,768 106,738 Products 77,781 63,564 Total Supply Chain Services $ 196,549 $ 170,302 Performance Services 74,286 59,006 Total $ 270,835 $ 229,308 Three Months Ended September 30, Segment Adjusted EBITDA 2015 2014 Supply Chain Services $ 102,949 $ 91,268 Performance Services 24,925 18,362 Corporate (22,877 ) (19,112 ) Total $ 104,997 $ 90,518 |
Reconciliation of segment adjusted EBITDA to operating income | A reconciliation of Segment Adjusted EBITDA to income before income taxes is as follows (in thousands): Three Months Ended September 30, 2015 2014 Segment Adjusted EBITDA $ 104,997 $ 90,518 Depreciation and amortization (11,865 ) (10,308 ) Amortization of purchased intangible assets (6,047 ) (903 ) Acquisition related expenses (a) (3,472 ) (1,278 ) Strategic and financial restructuring expenses (b) (27 ) (96 ) Stock-based compensation expense (c) (13,700 ) (6,439 ) ERP implementation expenses (d) (560 ) — Adjustment to tax receivable agreement liability (e) 4,818 1,073 Acquisition related adjustment - deferred revenue (f) (3,092 ) (2,065 ) Equity in net income of unconsolidated affiliates (g) (4,590 ) (4,866 ) Deferred compensation plan expense 1,809 509 Operating income $ 68,271 $ 66,145 Equity in net income of unconsolidated affiliates (g) 4,590 4,866 Interest and investment income, net 241 191 Other expense, net (1,809 ) (504 ) Income before income taxes $ 71,293 $ 70,698 (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 non-cash employee stock based compensation expense and stock purchase plan expense. (d) Represents implementation and other costs of new ERP system. (e) Represents adjustment to tax receivable agreement liability for a 1% decrease in the North Carolina state income tax rate during the three months ended September 30, 2015, and impact of departed member owners. (f) 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 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. (g) Represents equity in net income of unconsolidated affiliates primarily generated by the Company's 50% ownership interest in Innovatix, all of which is included in the supply chain services segment |
Schedule of capital expenditures, total assets and depreciation and amortization expense | The following tables present capital expenditures, total assets and depreciation and amortization expense (in thousands): Three Months Ended September 30, Capital Expenditures 2015 2014 Supply Chain Services $ 764 $ 655 Performance Services 15,263 13,539 Corporate 1,114 166 Total $ 17,141 $ 14,360 Total Assets September 30, 2015 June 30, 2015 Supply Chain Services $ 256,025 $ 466,537 Performance Services 944,390 457,963 Corporate 491,861 605,691 Total $ 1,692,276 $ 1,530,191 Three Months Ended September 30, Depreciation and Amortization Expense (a) 2015 2014 Supply Chain Services $ 517 $ 412 Performance Services 15,924 9,553 Corporate 1,471 1,246 Total $ 17,912 $ 11,211 (a) Includes amortization of purchased intangible assets. |
ORGANIZATION AND BASIS OF PRE37
ORGANIZATION AND BASIS OF PRESENTATION (Details) | Jul. 31, 2015shares | Sep. 30, 2015categoriessegmentshares |
Schedule of Organization [Line Items] | ||
Number of reportable segments | segment | 2 | |
Limited partners ownership percentage | 74.00% | |
Ownership percentage of Company stock by member owners | 74.00% | |
Premier LP | ||
Schedule of Organization [Line Items] | ||
Limited partnership, general partner ownership percentage | 26.00% | |
Limited partners ownership percentage | 74.00% | |
Class A Common Stock | ||
Schedule of Organization [Line Items] | ||
Ownership percentage of Company stock by member owners | 26.00% | |
Common Class B Unit | ||
Schedule of Organization [Line Items] | ||
Exchange of Class B common units for Class A common stock by member owners (in shares) | shares | 91,374 | 91,000 |
Performance Services | ||
Schedule of Organization [Line Items] | ||
Number of analyzable categories | 3 |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) | Aug. 20, 2015USD ($) | Jul. 31, 2015USD ($)business | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 04, 2015USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 531,263,000 | $ 215,645,000 | |||
Healthcare Insights, LLC | |||||
Business Acquisition [Line Items] | |||||
Acquisition price | $ 65,000,000 | ||||
Contingent purchase price adjustment | $ 4,000,000 | ||||
Number of services | business | 2 | ||||
Goodwill | $ 41,900,000 | ||||
CECity.com, Inc | |||||
Business Acquisition [Line Items] | |||||
Acquisition price | $ 250,000,000 | ||||
Goodwill | $ 273,713,000 | ||||
Percentage of voting interest acquired | 100.00% | ||||
Consideration transferred | $ 400,000,000 | ||||
Credit Agreement | |||||
Business Acquisition [Line Items] | |||||
Long-term line of credit | 25,000,000 | ||||
Credit Agreement | CECity.com, Inc | |||||
Business Acquisition [Line Items] | |||||
Long-term line of credit | $ 150,000,000 | ||||
Line of Credit | CECity.com, Inc | |||||
Business Acquisition [Line Items] | |||||
Long-term line of credit | $ 150,000,000 | ||||
Selling, General and Administrative Expenses | CECity.com, Inc | |||||
Business Acquisition [Line Items] | |||||
Business acquisition transaction costs | $ 1,200,000 |
BUSINESS ACQUISITIONS - Schedul
BUSINESS ACQUISITIONS - Schedule of business acquisition (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 531,263 | $ 215,645 | ||
CECity.com, Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 400,000 | |||
Working capital adjustment | (28) | |||
Total purchase price | 399,972 | |||
Less: cash acquired | (1,708) | |||
Total purchase price, net of cash acquired | 398,264 | $ 398,261 | $ 0 | |
Accounts receivable | 3,937 | |||
Other current assets | 294 | |||
Property and equipment | 605 | |||
Intangible assets | 125,400 | |||
Other non-current assets | 186 | |||
Total assets acquired | 130,422 | |||
Other current liabilities | 5,871 | |||
Total liabilities assumed | 5,871 | |||
Goodwill | $ 273,713 |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Marketable Available for Sale Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 127,065 | $ 415,435 |
Gross Unrealized Gains | 27 | 124 |
Gross Unrealized Losses | (702) | (147) |
Fair Market Value | 126,390 | 415,412 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 998 | 43,067 |
Gross Unrealized Gains | 1 | 12 |
Gross Unrealized Losses | 0 | 0 |
Fair Market Value | 999 | 43,079 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 89,512 | 211,079 |
Gross Unrealized Gains | 6 | 34 |
Gross Unrealized Losses | (695) | (129) |
Fair Market Value | 88,823 | 210,984 |
U.S. government debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 101,597 | |
Gross Unrealized Gains | 66 | |
Gross Unrealized Losses | (8) | |
Fair Market Value | 101,655 | |
Asset-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 36,555 | 59,692 |
Gross Unrealized Gains | 20 | 12 |
Gross Unrealized Losses | (7) | (10) |
Fair Market Value | $ 36,568 | $ 59,694 |
Minimum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities, maturity period | 3 months | |
Maximum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities, maturity period | 5 years |
MARKETABLE SECURITIES - Sched41
MARKETABLE SECURITIES - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Cost | ||
Due in one year or less | $ 62,447 | |
Due after one year through five years | 64,618 | |
Amortized Cost | 127,065 | $ 415,435 |
Fair Market Value | ||
Due in one year or less | 62,438 | |
Due after one year through five years | 63,952 | |
Corporate debt securities | $ 126,390 | $ 415,412 |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets acquired | $ 204,981 | $ 56,484 | |
Accumulated amortization | (23,862) | (17,815) | |
Total identifiable intangible assets acquired, net | 181,119 | 38,669 | |
Amortization expense of intangible assets | $ 6,047 | $ 903 | |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 5 years | ||
Identifiable intangible assets acquired | $ 136,221 | 34,524 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 8 years 3 months 6 days | ||
Identifiable intangible assets acquired | $ 48,120 | 16,120 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 5 years | ||
Identifiable intangible assets acquired | $ 4,080 | 80 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 7 years | ||
Identifiable intangible assets acquired | $ 13,160 | 5,760 | |
Technology under development | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life of intangible assets | 4 years 10 months 24 days | ||
Identifiable intangible assets acquired | $ 3,400 | $ 0 |
GOODWILL - Schedule of Goodwill
GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2015 | Aug. 20, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | |
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | $ 215,645 | |||
Balance at September 30, 2015 | $ 531,263 | 215,645 | ||
Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | 31,765 | |||
Balance at September 30, 2015 | 31,765 | |||
Performance Services | ||||
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | $ 183,880 | |||
Balance at September 30, 2015 | 499,498 | |||
CECity.com, Inc | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 273,713 | |||
Balance at September 30, 2015 | $ 273,713 | |||
CECity.com, Inc | Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 0 | |||
CECity.com, Inc | Performance Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 273,713 | |||
Healthcare Insights, LLC | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 41,905 | |||
Balance at September 30, 2015 | $ 41,900 | |||
Healthcare Insights, LLC | Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 0 | |||
Healthcare Insights, LLC | Performance Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | $ 41,905 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | May. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net income of unconsolidated affiliates | $ 4,590 | $ 4,866 | ||
Innovatix | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||
Marketable securities | $ 8,100 | $ 9,300 | ||
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] | ||||
Net income (loss) | $ 100 | |||
Other Income, Net | Premier Supply Chain Improvement, Inc | Innovatix | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net income of unconsolidated affiliates | 4,400 | $ 4,900 | ||
Common Class B Unit | Premier Supply Chain Improvement, Inc | PharmaPoint, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Common limited partners, units acquired, units | 5,000,000 | |||
Common limited partners, units acquired, value | $ 5,000 | |||
Subsidiary of limited liability company or limited partnership, ownership interest | 28.00% | |||
Common Class B Unit | Premier Supply Chain Improvement, Inc | Nations Pharmaceuticals, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Subsidiary of limited liability company or limited partnership, 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, units | 13,000,000 | |||
Other assets | Premier Supply Chain Improvement, Inc | PharmaPoint, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Redeemable noncontrolling interest, equity, fair value | $ 4,900 | $ 5,000 |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Long term debt, current and noncurrent | $ 167,977,000 | $ 17,935,000 |
Less: current portion | (4,075,000) | (2,256,000) |
Total | 163,902,000 | 15,679,000 |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Commitment amount | 750,000,000 | 750,000,000 |
Long term debt, current and noncurrent | 150,000,000 | 0 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Long term debt, current and noncurrent | $ 17,977,000 | $ 17,935,000 |
DEBT (Details)
DEBT (Details) | Jun. 04, 2015USD ($) | Sep. 30, 2015USD ($)Quarter |
Line of Credit Facility [Line Items] | ||
Number of quarters | Quarter | 4 | |
Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 750,000,000 | |
Additional borrowing capacity | $ 250,000,000 | |
Long-term Line of Credit | $ 25,000,000 | |
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 | |
Credit Agreement | Minimum | ||
Line of Credit Facility [Line Items] | ||
Line of credit, commitment fee percentage | 0.125% | |
Credit Agreement | 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 | |
Swingline Loan | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 75,000,000 | |
CECity.com, Inc | Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | $ 150,000,000 | |
Base Rate Loans | Credit Agreement | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Base Rate Loans | Credit Agreement | Federal funds effective rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Base Rate Loans | Credit Agreement | Applicable Margin | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.125% | |
Base Rate Loans | Credit Agreement | Applicable Margin | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.75% | |
Eurodollar Rate Loans | Credit Agreement | Applicable Margin | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.125% | |
Eurodollar Rate Loans | Credit Agreement | Applicable Margin | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.75% | |
Eurodollar Rate Loans | Credit Agreement | Three-month Eurodollar | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.47% | |
Eurodollar Rate Loans | Credit Agreement | Six-month Eurodollar | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.66% |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Assets at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Assets, Fair Value Disclosure [Abstract] | ||
Corporate debt securities | $ 126,390 | $ 415,412 |
Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 17,905 | 33,434 |
Corporate debt securities | 88,823 | 210,984 |
Deferred compensation plan assets(a) | 38,398 | 40,057 |
Total assets | 182,693 | 488,903 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 17,905 | 33,434 |
Corporate debt securities | 0 | 0 |
Deferred compensation plan assets(a) | 38,398 | 40,057 |
Total assets | 56,303 | 107,636 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Corporate debt securities | 88,823 | 210,984 |
Deferred compensation plan assets(a) | 0 | 0 |
Total assets | 126,390 | 381,267 |
Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Corporate debt securities | 999 | 43,079 |
Commercial paper | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 999 | 43,079 |
Commercial paper | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 0 | 0 |
Commercial paper | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 999 | 43,079 |
U.S. government debt securities | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 101,655 | |
U.S. government debt securities | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 34,145 | |
U.S. government debt securities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 67,510 | |
Asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Corporate debt securities | 36,568 | 59,694 |
Asset-backed securities | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 36,568 | 59,694 |
Asset-backed securities | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 0 | 0 |
Asset-backed securities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | $ 36,568 | $ 59,694 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 |
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets(a) | $ 38,398 | $ 40,057 | |
Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets(a) | 0 | 0 | |
Nonrecurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes payable difference between fair value and carrying value | $ 500 | 600 | |
Notes Payable | Nonrecurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value inputs, market interest rate | 1.70% | 1.60% | |
Reported 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(a) | $ 3,400 | $ 2,600 |
REDEEMABLE LIMITED PARTNERS' 49
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | Aug. 27, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Redeemable limited partners' capital, beginning balance | $ 4,079,832 | ||
Exchange of Class B common units for Class A common stock by member owners | (3,268) | ||
Adjustment to redemption amount | 466,801 | $ (382,657) | |
Redeemable limited partners' capital, ending balance | 3,635,391 | ||
Limited Partner | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Distributions applied to receivables from limited partners | 1,613 | ||
Redemption of limited partners | (373) | ||
Net income attributable to Premier LP | 47,900 | ||
Distributions to limited partners | $ (22,400) | (23,028) | |
Net unrealized loss on marketable securities | (484) | ||
Exchange of Class B common units for Class A common stock by member owners | (3,268) | ||
Adjustment to redemption amount | (466,801) | ||
Redeemable limited partners' capital, ending balance | 3,635,391 | 4,079,832 | |
Limited Partner | Receivables From Limited Partners | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Distributions applied to receivables from limited partners | 1,613 | ||
Redemption of limited partners | 0 | ||
Net income attributable to Premier LP | 0 | ||
Distributions to limited partners | 0 | ||
Net unrealized loss on marketable securities | 0 | ||
Exchange of Class B common units for Class A common stock by member owners | 0 | ||
Adjustment to redemption amount | 0 | ||
Redeemable limited partners' capital, ending balance | (10,020) | (11,633) | |
Limited Partner | Redeemable Limited Partners' Capital | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Distributions applied to receivables from limited partners | 0 | ||
Redemption of limited partners | (373) | ||
Net income attributable to Premier LP | 47,900 | ||
Distributions to limited partners | (23,028) | ||
Net unrealized loss on marketable securities | 0 | ||
Exchange of Class B common units for Class A common stock by member owners | (3,268) | ||
Adjustment to redemption amount | (466,801) | ||
Redeemable limited partners' capital, ending balance | 3,645,903 | 4,091,473 | |
Limited Partner | Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Distributions applied to receivables from limited partners | 0 | ||
Redemption of limited partners | 0 | ||
Net income attributable to Premier LP | 0 | ||
Distributions to limited partners | 0 | ||
Net unrealized loss on marketable securities | (484) | ||
Exchange of Class B common units for Class A common stock by member owners | 0 | ||
Adjustment to redemption amount | 0 | ||
Redeemable limited partners' capital, ending balance | $ (492) | $ (8) |
REEDEMABLE LIMITED PARTNERS' CA
REEDEMABLE LIMITED PARTNERS' CAPITAL (Narrative) (Details) $ in Thousands | Aug. 27, 2015USD ($) | Sep. 30, 2015USD ($)notes_receivablelimited_partners | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Oct. 31, 2014 |
Temporary Equity [Line Items] | |||||
Maximum exchange percent | 14.29% | ||||
Limited partners ownership percentage | 74.00% | ||||
Adjustment to redemption amount | $ (466,801) | $ 382,657 | |||
Exchange of Class B common units for Class A common stock by member owners | (3,268) | ||||
Limited partners' distribution payable | 23,028 | $ 22,432 | |||
Limited Partner | |||||
Temporary Equity [Line Items] | |||||
Adjustment to redemption amount | 466,801 | ||||
Exchange of Class B common units for Class A common stock by member owners | $ (3,268) | ||||
Interest bearing notes receivable | notes_receivable | 0 | ||||
Number of limited partners withdrawing from partnership | limited_partners | 1 | ||||
Period of payment of partnership interest upon withdrawal from partnership | 5 years | ||||
Notes payable issued to related party | $ 400 | ||||
Distributions to limited partners | $ 22,400 | $ 23,028 |
STOCKHOLDERS' DEFICIT (Narrativ
STOCKHOLDERS' DEFICIT (Narrative) (Details) | 3 Months Ended | |
Sep. 30, 2015vote / shares$ / sharesshares | Jun. 30, 2015$ / sharesshares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | shares | 37,770,122 | 37,668,870 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Number of votes per share held | vote / shares | 1 | |
Voting rights of common stock | one vote for each share held | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | shares | 106,078,063 | 106,382,552 |
Common stock, par value (in usd per share) | $ 0.000001 | $ 0.000001 |
Number of votes per share held | vote / shares | 1 | |
Voting rights of common stock | one vote for each share held | |
IPO | Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | shares | 37,770,122 | |
Common stock, par value (in usd per share) | $ 0.01 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of common shares used for basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) attributable to stockholders | $ 471,154 | $ (373,384) | |
Adjustment to redemption amount | (466,801) | 382,657 | |
Net income attributable to noncontrolling interest in Premier LP | 47,900 | 54,816 | |
Net income | 52,253 | $ 64,887 | |
Tax effect on Premier Inc. net income | (16,658) | ||
Adjusted net income | $ 35,595 | ||
Denominator for basic earnings (loss) per share weighted average shares | 37,735 | 32,376 | |
Weighted average shares and assumed conversions | 145,560 | 32,376 | |
Basic earnings (loss) per share (in USD per share) | $ 12.49 | $ (11.53) | |
Diluted earnings (loss) per share (in USD per share) | $ 0.24 | $ (11.53) | |
Employee Stock Option | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Effect of dilutive securities | 311 | 0 | |
Antidilutive securities excluded from computation of earnings per share, amount | 252 | ||
Restricted Stock Units (RSUs) | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Effect of dilutive securities | 508 | 0 | |
Performance shares | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Effect of dilutive securities | 928 | 0 | |
Member Owners | Class B Common Units to Class A Common Shares | Class B Common Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 111,867 | ||
Common Stock | Class B Common Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Effect of dilutive securities | 106,078 | 0 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of exchange agreement (Details) - shares | Nov. 02, 2015 | Jul. 31, 2015 | Sep. 30, 2015 |
Common Class B Unit | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 91,374 | 91,000 | |
Number of Common Units Outstanding After Exchange | 106,078,063 | ||
Common Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of Common Units Outstanding After Exchange | 37,762,544 | ||
Subsequent Event | Common Class B Unit | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 5,830,458 | ||
Number of Common Units Outstanding After Exchange | 100,247,605 | ||
Subsequent Event | Common Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of Common Units Outstanding After Exchange | 43,600,507 | ||
Maximum | Common Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 74.00% | ||
Maximum | Subsequent Event | Common Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 70.00% | ||
Minimum | Common Class B Unit | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 26.00% | ||
Minimum | Subsequent Event | Common Class B Unit | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 30.00% |
STOCK-BASED COMPENSATION - (Nar
STOCK-BASED COMPENSATION - (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 13,547 | $ 6,439 |
Deferred taxes | $ 5,100 | $ 2,400 |
Estimated effective income tax rate | 38.00% | |
Unrecognized stock-based compensation related to non-vested awards | $ 60,300 | |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 6 days | |
2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number common stock awards authorized | 11,260,783 | |
Shares available for grant | 5,322,399 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Weighted Average Fair Value at Grant Date (usd per share): | |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 60.3 |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 6 days |
2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Number of Shares (in shares): | |
Outstanding at June 30, 2015 | shares | 819,091 |
Granted | shares | 169,363 |
Vested | shares | (3,069) |
Forfeited | shares | (12,836) |
Outstanding at September 30, 2015 | shares | 972,549 |
Weighted Average Fair Value at Grant Date (usd per share): | |
Outstanding, beginning balance (in USD per share) | $ 28.15 |
Granted (in USD per share) | 35.65 |
Vested (in USD per share) | 28.58 |
Forfeited (in USD per share) | 29.22 |
Outstanding, ending balance (in USD per share) | $ 29.44 |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 13.8 |
Amortization period of unrecognized stock-based compensation | 1 year 8 months 5 days |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Shares (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Weighted Average Fair Value at Grant Date (usd per share): | |||
Unrecognized stock-based compensation related to non-vested awards | $ 60.3 | ||
Amortization period of unrecognized stock-based compensation | 1 year 10 months 6 days | ||
2013 Equity Incentive Plan | Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Number of Shares (in shares): | |||
Outstanding at June 30, 2015 | 1,444,340 | 1,091,868 | |
Granted | 362,129 | ||
Forfeited | 9,657 | ||
Outstanding at September 30, 2015 | 1,444,340 | 1,091,868 | 1,444,340 |
Weighted Average Fair Value at Grant Date (usd per share): | |||
Outstanding, beginning balance (in USD per share) | $ 30.04 | $ 28.19 | |
Granted (in USD per share) | 35.65 | ||
Forfeited (in USD per share) | 30.68 | ||
Outstanding, ending balance (in USD per share) | $ 30.04 | ||
Unrecognized stock-based compensation related to non-vested awards | $ 25.7 | ||
Amortization period of unrecognized stock-based compensation | 1 year 11 months 27 days |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Weighted Average Fair Value at Grant Date (usd per share): | |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 60.3 |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 6 days |
2013 Equity Incentive Plan | |
Number of Options (in shares): | |
Outstanding, beginning balance | shares | 2,643,078 |
Granted | shares | 811,602 |
Exercised | shares | (7,131) |
Forfeited | shares | (11,701) |
Outstanding, ending balance | shares | 3,435,848 |
Outstanding and exercisable | shares | 1,521,633 |
Weighted Average Fair Value at Grant Date (usd per share): | |
Outstanding, beginning balance (in USD per share) | $ 28.24 |
Granted (in USD per share) | 35.65 |
Exercised (in USD per share) | 27.67 |
Forfeited (in USD per share) | 32.40 |
Outstanding, ending balance (in USD per share) | 29.97 |
Outstanding and exercisable (in shares) | $ 27.64 |
Employee Stock Option | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award term | 10 years |
Options, expiration period | 12 months |
Award vesting period | 3 years |
Weighted Average Fair Value at Grant Date (usd per share): | |
Outstanding, intrinsic value | $ | $ 16.2 |
Outstanding and exercisable, intrinsic value | $ | 10.2 |
Expected to vest, intrinsic value | $ | 6 |
Outstanding, intrinsic value | $ | 0.1 |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 20.8 |
Amortization period of unrecognized stock-based compensation | 1 year 9 months 11 days |
Year 1 | Employee Stock Option | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 33.00% |
Year Two | Employee Stock Option | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 33.00% |
Year Three | Employee Stock Option | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 33.00% |
STOCK-BASED COMPENSATION - Key
STOCK-BASED COMPENSATION - Key Assumptions (Details) - 2013 Equity Incentive Plan - Employee Stock Option - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Key assumptions used for determining the fair value of stock options granted | ||
Expected life | 6 years | 6 years |
Expected dividend | $ 0 | $ 0 |
Expected volatility | 32.70% | 39.50% |
Risk-free interest rate | 1.74% | 1.84% |
Weighted average option grant date fair value (in USD per share) | $ 12.40 | $ 12.82 |
Expected dividend rate | 0.00% | |
Minimum | ||
Key assumptions used for determining the fair value of stock options granted | ||
Term of United States constant maturity market yield | 5 years | |
Maximum | ||
Key assumptions used for determining the fair value of stock options granted | ||
Term of United States constant maturity market yield | 7 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 |
Income Tax Contingency [Line Items] | ||||
Income tax expense | $ 19,040 | $ 5,811 | ||
Effective tax rate (percent) | 26.70% | 8.20% | ||
Income taxes, reduction in rate, percent | 1.00% | |||
Decrease in deferred tax assets | $ 6,600 | |||
Net deferred tax asset | 339,300 | $ 353,700 | ||
Deferred tax assets, net, current | 14,400 | |||
Deferred tax assets, gross | 8,000 | |||
Deferred tax liabilities, deferred expense | 1,200 | |||
Reduction in tax receivable agreement liabilities | 4,600 | |||
Tax receivable agreement liabilities | $ 231,300 | $ 235,900 | ||
Tax receivable agreement, percentage recorded as liabilities | 85.00% | |||
Increase (decrease) in deferred tax assets | $ (4,800) | |||
Reduction in deferred tax assets related to departed member owners | $ 800 | |||
Increase to payable pursuant to tax receivable agreement | 1,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Income tax expense | $ 8,000 | |||
Effective tax rate (percent) | 11.30% | |||
Premier Healthcare Solutions, Inc. | ||||
Income Tax Contingency [Line Items] | ||||
Net deferred tax asset | $ 6,600 | |||
Reduction in tax receivable agreement liabilities | $ 1,400 | |||
Premier Healthcare Solutions, Inc. | State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Effective tax rate (percent) | 9.20% |
RELATED PARTY TRANSATIONS (Narr
RELATED PARTY TRANSATIONS (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | |||
Revenue share obligations | $ 58,008,000 | $ 59,259,000 | |
Limited partners' distribution payable | 23,028,000 | 22,432,000 | |
Due from related parties | 4,578,000 | $ 3,444,000 | |
Income from equity method investments | $ 4,590,000 | $ 4,866,000 | |
Innovatix | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
GYNHA | |||
Related Party Transaction [Line Items] | |||
Revenue share obligations | $ 6,700,000 | $ 7,100,000 | |
Limited partners' distribution payable | 3,000,000 | 3,000,000 | |
GYNHA | Administrative Fee Revenue | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 700,000 | 600,000 | |
Revenue share obligations | 100,000 | 200,000 | |
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 | 100,000 | ||
Due from related parties | 500,000 | 400,000 | |
AEIX | Cost Reimbursement | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 1,000,000 | 1,100,000 | |
Premier Healthcare Solutions, Inc. | Innovatix | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 9,400,000 | 8,500,000 | |
Premier Healthcare Solutions, Inc. | Innovatix | Accounts Payable and Accrued Expenses | |||
Related Party Transaction [Line Items] | |||
Revenue share obligations | $ 3,100,000 | 3,700,000 | |
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 | $ 15,600,000 | 14,500,000 | |
Due from related parties | 4,100,000 | $ 3,000,000 | |
Premier LP | GYNHA | Services and Support Revenue | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 8,200,000 | 5,100,000 | |
Premier LP | Member Owners | |||
Related Party Transaction [Line Items] | |||
Revenue share of gross administrative fees collected, 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 | $ 4,400,000 | $ 4,900,000 |
SEGMENTS - Reconciliation of ne
SEGMENTS - Reconciliation of net revenue, total assets and EBITDA (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Net administrative fees | $ 117,949 | $ 106,523 |
Other services and support | 75,105 | 59,221 |
Services | 193,054 | 165,744 |
Products | 77,781 | 63,564 |
Net revenue | 270,835 | 229,308 |
Segment Adjusted EBITDA | 104,997 | 90,518 |
Operating Segments | Supply Chain Services | ||
Segment Reporting Information [Line Items] | ||
Net administrative fees | 117,949 | 106,523 |
Other services and support | 819 | 215 |
Services | 118,768 | 106,738 |
Products | 77,781 | 63,564 |
Net revenue | 196,549 | 170,302 |
Segment Adjusted EBITDA | 102,949 | 91,268 |
Operating Segments | Performance Services | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 74,286 | 59,006 |
Segment Adjusted EBITDA | 24,925 | 18,362 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | $ (22,877) | $ (19,112) |
SEGMENTS - Reconciliation of se
SEGMENTS - Reconciliation of segment adjusted EBITDA to operating income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||
Income taxes, reduction in rate, percent | 1.00% | ||
Segment Adjusted EBITDA | $ 104,997 | $ 90,518 | |
Depreciation and amortization | (11,865) | (10,308) | |
Amortization of purchased intangible assets | (6,047) | (903) | |
Merger and acquisition related expenses | (3,472) | (1,278) | |
Strategic and financial restructuring expenses | (27) | (96) | |
Stock-based compensation expense | (13,700) | (6,439) | |
ERP implementation expenses | (560) | 0 | |
Adjustment to tax receivable agreement liability | 4,818 | 1,073 | |
Acquisition related adjustment - deferred revenue | (3,092) | (2,065) | |
Equity in net income of unconsolidated affiliates | (4,590) | (4,866) | |
Deferred compensation plan expense | 1,809 | 509 | |
Operating income | 68,271 | 66,145 | |
Equity in net income of unconsolidated affiliates | 4,590 | 4,866 | |
Interest and investment income, net | 241 | 191 | |
Other expense, net | (1,809) | (504) | |
Income before income taxes | $ 71,293 | $ 70,698 | |
Innovatix | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Supply Chain Services | Innovatix | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 50.00% |
SEGMENTS - Schedule of capital
SEGMENTS - Schedule of capital expenditures, total assets, and depreciation and amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 17,141 | $ 14,360 | |
Assets | 1,692,276 | $ 1,530,191 | |
Depreciation and amortization | 17,912 | 11,211 | |
Operating Segments | Supply Chain Services | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 764 | 655 | |
Assets | 256,025 | 466,537 | |
Depreciation and amortization | 517 | 412 | |
Operating Segments | Performance Services | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 15,263 | 13,539 | |
Assets | 944,390 | 457,963 | |
Depreciation and amortization | 15,924 | 9,553 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 1,114 | 166 | |
Assets | 491,861 | $ 605,691 | |
Depreciation and amortization | $ 1,471 | $ 1,246 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | Oct. 01, 2015 | Sep. 30, 2015 |
2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Award vesting period | 3 years | |
InFlowHeath LLC | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Acquisition price | $ 6,000,000 | |
InFlowHeath LLC | Restricted Stock Units (RSUs) | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Contingent purchase price adjustment | 26,900,000 | |
Business combination, restricted stock units | $ 2,100,000 | |
Award vesting period | 3 years |