Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 05, 2016 | |
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 | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 45,254,559 | |
Class B Common Stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 96,802,070 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
Assets | ||
Cash and cash equivalents | $ 157,410 | $ 146,522 |
Marketable securities | 42,205 | 240,667 |
Accounts receivable (net of $1,395 and $1,153 allowance for doubtful accounts, respectively) | 125,052 | 99,120 |
Inventory | 30,244 | 33,058 |
Prepaid expenses and other current assets | 28,083 | 22,353 |
Due from related parties | 3,764 | 3,444 |
Total current assets | 386,758 | 545,164 |
Marketable securities | 51,963 | 174,745 |
Property and equipment (net of $244,239 and $220,685 accumulated depreciation, respectively) | 163,044 | 147,625 |
Intangible assets (net of $33,133 and $17,815 accumulated amortization, respectively) | 175,952 | 38,669 |
Goodwill | 537,905 | 215,645 |
Deferred income tax assets | 408,512 | 353,723 |
Deferred compensation plan assets | 38,428 | 37,483 |
Other assets | 25,418 | 17,137 |
Total assets | 1,787,980 | 1,530,191 |
Liabilities, redeemable limited partners' capital and stockholders' deficit | ||
Accounts payable | 25,829 | 37,634 |
Accrued expenses | 48,163 | 41,261 |
Revenue share obligations | 60,798 | 59,259 |
Limited partners' distribution payable | 22,505 | 22,432 |
Accrued compensation and benefits | 34,153 | 51,066 |
Deferred revenue | 48,872 | 39,824 |
Current portion of tax receivable agreements | 11,080 | 11,123 |
Current portion of long-term debt | 4,046 | 2,256 |
Other liabilities | 7,123 | 4,776 |
Total current liabilities | 262,569 | 269,631 |
Long-term debt, less current portion | 113,104 | 15,679 |
Tax receivable agreements, less current portion | 275,621 | 224,754 |
Deferred compensation plan obligations | 38,428 | 37,483 |
Other liabilities | 21,081 | 20,914 |
Total liabilities | $ 710,803 | $ 568,461 |
Commitments and contingencies | ||
Redeemable limited partners' capital | $ 3,523,690 | $ 4,079,832 |
Stockholder's Equity | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (2,446,788) | (3,118,474) |
Accumulated other comprehensive loss | (161) | (5) |
Total stockholders' deficit | (2,446,513) | (3,118,102) |
Total liabilities, redeemable limited partners' capital and stockholders' deficit | 1,787,980 | 1,530,191 |
Class A Common Stock | ||
Stockholder's Equity | ||
Common stock | 436 | 377 |
Class B Common Stock | ||
Stockholder's Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
Allowance for doubtful accounts | $ 1,395 | $ 1,153 |
Accumulated depreciation | 244,239 | 220,685 |
Accumulated amortization | $ 33,133 | $ 17,815 |
Class A Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 43,646,315 | 37,668,870 |
Common stock, shares outstanding (in shares) | 43,646,315 | 37,668,870 |
Class B Common Stock | ||
Common stock, par value (in usd per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 100,150,698 | 106,382,552 |
Common stock, shares outstanding (in shares) | 100,150,698 | 106,382,552 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net revenue: | ||||
Net administrative fees | $ 120,733 | $ 112,675 | $ 238,682 | $ 219,198 |
Other services and support | 89,620 | 70,074 | 164,725 | 129,295 |
Services | 210,353 | 182,749 | 403,407 | 348,493 |
Products | 81,316 | 66,696 | 159,097 | 130,260 |
Net revenue | 291,669 | 249,445 | 562,504 | 478,753 |
Cost of revenue: | ||||
Services | 40,492 | 35,276 | 78,616 | 68,040 |
Products | 72,105 | 59,256 | 143,104 | 116,513 |
Cost of revenue | 112,597 | 94,532 | 221,720 | 184,553 |
Gross profit | 179,072 | 154,913 | 340,784 | 294,200 |
Operating expenses: | ||||
Selling, general and administrative | 99,284 | 85,391 | 186,222 | 156,557 |
Research and development | 424 | 716 | 880 | 1,789 |
Amortization of purchased intangible assets | 9,271 | 3,141 | 15,318 | 4,044 |
Operating expenses | 108,979 | 89,248 | 202,420 | 162,390 |
Operating income | 70,093 | 65,665 | 138,364 | 131,810 |
Equity in net income of unconsolidated affiliates | 4,785 | 4,749 | 9,375 | 9,615 |
Interest and investment (expense) income, net | (937) | 122 | (696) | 313 |
Other expense, net | (272) | (458) | (2,081) | (962) |
Other income, net | 3,576 | 4,413 | 6,598 | 8,966 |
Income before income taxes | 73,669 | 70,078 | 144,962 | 140,776 |
Income tax expense | 12,674 | 4,270 | 31,714 | 10,081 |
Net income | 60,995 | 65,808 | 113,248 | 130,695 |
Net income attributable to non-controlling interest in S2S Global | 0 | (786) | 0 | (1,584) |
Net income attributable to non-controlling interest in Premier LP | (49,817) | (55,751) | (97,717) | (110,567) |
Net income attributable to non-controlling interest | (49,817) | (56,537) | (97,717) | (112,151) |
Adjustment to redemption amount | (65,561) | (42,250) | 401,240 | (424,907) |
Net (loss) income attributable to stockholders | $ (54,383) | $ (32,979) | $ 416,771 | $ (406,363) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 41,575 | 35,589 | 39,655 | 33,965 |
Diluted (in shares) | 41,575 | 35,589 | 145,927 | 33,965 |
(Loss) earnings per share attributable to stockholders: | ||||
Basic (in USD per share) | $ (1.31) | $ (0.93) | $ 10.51 | $ (11.96) |
Diluted (in USD per share) | $ (1.31) | $ (0.93) | $ 0.60 | $ (11.96) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 60,995 | $ 65,808 | $ 113,248 | $ 130,695 |
Net unrealized gain (loss) on marketable securities | 143 | (265) | (509) | (346) |
Total comprehensive income | 61,138 | 65,543 | 112,739 | 130,349 |
Less: comprehensive income attributable to non-controlling interest | (49,916) | (56,340) | (97,359) | (111,894) |
Comprehensive income attributable to Premier, Inc. | $ 11,222 | $ 9,203 | $ 15,380 | $ 18,455 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - 6 months ended Dec. 31, 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 |
Balance at June 30, 2015 (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) | (310) | |||||
Redemption of limited partners | 0 | $ 0 | ||||
Exchange of Class B common units for Class A common stock by member owners (in shares) | 5,922 | (5,922) | ||||
Exchange of Class B common units for Class A common stock by member owners | 209,549 | $ 59 | 209,490 | |||
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 20,479 | 20,479 | ||||
Issuance of Class A common stock under equity incentive plan (in shares) | 12 | |||||
Issuance of Class A common stock under equity incentive plan | 326 | 326 | ||||
Final remittance of net income attributable to S2S Global before February 1, 2015 | (1,890) | (1,890) | ||||
Stock-based compensation expense | 25,022 | 25,022 | ||||
Employee stock purchase plan (in shares) | 43 | |||||
Employee stock purchase plan | 1,534 | 1,534 | ||||
Repurchase of restricted units | (46) | (46) | ||||
Net income | 113,248 | 113,248 | ||||
Net income attributable to non-controlling interest | (97,717) | (97,717) | ||||
Net unrealized loss on marketable securities | (156) | (156) | ||||
Adjustment of redeemable limited partners' capital to redemption amount | 401,240 | (256,805) | 658,045 | |||
Balance at December 31, 2015 (in shares) at Dec. 31, 2015 | 43,646 | 100,151 | ||||
Balance at December 31, 2015 at Dec. 31, 2015 | $ (2,446,513) | $ 436 | $ 0 | $ 0 | $ (2,446,788) | $ (161) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net income | $ 113,248 | $ 130,695 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 39,382 | 25,614 |
Equity in net income of unconsolidated affiliates | (9,375) | (9,615) |
Deferred income taxes | 21,331 | 917 |
Stock-based compensation | 25,022 | 13,844 |
Employee stock purchase plan expense | 232 | 0 |
Adjustment to tax receivable agreement liability | (4,818) | 1,073 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other current assets | (26,245) | (11,276) |
Other assets | (10,853) | (3,754) |
Inventory | 2,814 | (6,854) |
Accounts payable, accrued expenses, revenue share obligations and other current liabilities | (12,376) | 11,246 |
Long-term liabilities | 166 | 674 |
Other operating activities | 308 | 1,151 |
Net cash provided by operating activities | 138,836 | 153,715 |
Investing activities | ||
Purchase of marketable securities | (19,211) | (123,536) |
Proceeds from sale of marketable securities | 339,674 | 190,734 |
Investment in unconsolidated affiliates | (1,000) | 0 |
Distributions received on equity investment | 11,743 | 10,050 |
Purchases of property and equipment | (38,882) | (32,411) |
Other investing activities | (5) | 353 |
Net cash used in investing activities | (180,773) | (110,817) |
Financing activities | ||
Payments made on notes payable | (1,336) | (684) |
Proceeds from S2S Global revolving line of credit | 0 | 800 |
Payments on S2S Global revolving line of credit | 0 | (500) |
Proceeds from credit facility | 150,000 | 0 |
Payments on senior secured line of credit | (50,000) | 0 |
Proceeds from exercise of stock options under equity incentive plan | 237 | 446 |
Proceeds from issuance of Class A common stock under stock purchase plan | 1,302 | 0 |
Repurchase of restricted units | (46) | (31) |
Final remittance of net income attributable to S2S Global before February 1, 2015 | (1,890) | 0 |
Distributions to limited partners of Premier LP | (45,461) | (45,099) |
Other financing activities | 19 | 0 |
Net cash provided by (used in) financing activities | 52,825 | (45,068) |
Net increase (decrease) in cash and cash equivalents | 10,888 | (2,170) |
Cash and cash equivalents at beginning of period | 146,522 | 131,786 |
Cash and cash equivalents at end of period | 157,410 | 129,616 |
Supplemental schedule of non-cash investing and financing activities: | ||
Payable to member owners incurred upon repurchase of ownership interest | 552 | 1,515 |
Reduction in tax receivable agreement liability related to departed member owners | 967 | 1,073 |
Distributions utilized to reduce subscriptions, notes, interest and accounts receivable from member owners | 3,374 | 3,265 |
Reduction in redeemable limited partners' capital for limited partners' distribution payable | 22,505 | 23,752 |
(Decrease) increase in redeemable limited partners' capital for adjustment to redemption amount, with offsetting increase (decrease) in additional paid-in-capital and accumulated deficit | (401,240) | 424,907 |
Reduction in redeemable limited partners' capital, with offsetting increase in common stock and additional paid-in capital related to quarterly exchange by member owners | (209,549) | (156,394) |
Increase in additional paid-in capital related to quarterly exchange by member owners and departure of member owners | 20,479 | 15,970 |
Increase in tax receivable agreement liability related to quarterly exchange by member owners | 56,609 | 51,084 |
Increase in deferred tax assets related to quarterly exchange by member owners | 76,504 | 67,054 |
Reduction in deferred tax assets related to departed member owners | 383 | 0 |
CECity.com, Inc | ||
Investing activities | ||
Acquisitions, net | (398,261) | 0 |
Healthcare Insights, LLC | ||
Investing activities | ||
Acquisitions, net | (64,634) | 0 |
InFlowHealth LLC | ||
Investing activities | ||
Acquisitions | (10,197) | 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 | 6 Months Ended |
Dec. 31, 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 30% controlling general partner interest in, and, as a result, consolidates the financial statements of, Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' 70% 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 non-controlling interest in Premier LP in the Company's accompanying condensed consolidated statements of income and within comprehensive income attributable to non-controlling interest in the accompanying condensed consolidated statements of comprehensive income. During the six months ended December 31, 2015 , the member owners exchanged approximately 5.9 million 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 13 - Earnings (Loss) Per Share). As a result of t he November 2, 2015 exchange, member owners’ ownership percentage of the Company’s combined Class A and Class B common stock (“Common Stock”) decreased from 74% at September 30, 2015 to 70% at December 31, 2015 through their ownership of Class B common stock. The public investors’ ownership percentage, which may include member owners that have received shares of Class A common stock in connection with previous exchanges increased from 26% at September 30, 2015 to 30% at December 31, 2015 . 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 consolidated financial statements and related footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (the "2015 Annual Report"), filed with the SEC on August 26, 2015. 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 | 6 Months Ended |
Dec. 31, 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, other than the balance sheet classification of deferred taxes discussed below and in Note 15 - Income Taxes. Recently Issued Accounting Standards In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities which is intended to provide users of financial statements with more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2018. Early adoption 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 consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17 Balance Sheet Classification of Deferred Taxes as part of their simplification initiatives. The update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The update is effective for financial periods beginning after December 15, 2017; however, early application is permitted. The Company adopted this standard as of December 31, 2015. The Company retroactively adjusted deferred tax assets and liabilities as they would have been reported at June 30, 2015 in accordance with ASU 2015-17 (see Note 15 - Income Taxes). 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 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 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 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 consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which will supersede nearly all existing revenue recognition guidance. 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. The FASB subsequently issued an amendment in ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , in August 2015 to defer the effective date of the new standard for all entities by one year. The new standard, as amended, 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, as amended, 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 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 | 6 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS Acquisition of InFlowHealth, LLC On October 1, 2015, the Company’s consolidated subsidiary, Premier Healthcare Solutions, Inc. ("PHSI") acquired all of the limited liability company membership interests of InFlowHealth LLC (“InFlow”) for $6.0 million in cash, subject to post-closing adjustments 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 contractual subscription revenues above certain thresholds through December 31, 2019. As of December 31, 2015, the Company recorded $4.1 million related to the contingent purchase price which is classified as long-term and included in other liabilities in the condensed consolidated balance sheet. In accordance with GAAP, the contingent consideration is recorded at fair value based on a probability-weighted approach including multiple earnings scenarios. This value is not indicative of a known amount to be paid. The selling members also received restricted stock units of the Company with an aggregate equity grant value of $2.1 million which vest over a three -year period, with restrictions tied to continued employment. 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 physician 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 has accounted for the InFlow acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets (see Note 6 - Intangible Assets, Net) acquired and liabilities assumed based on their preliminary fair values. The InFlow acquisition resulted in the recognition of approximately $5.8 million of goodwill (see Note 7 - Goodwill) attributable to the anticipated profitability of InFlow. The Company reports InFlow as part of its performance services segment. The InFlow 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 InFlow acquisition is preliminary and subject to changes in fair value of working capital, valuation of the assets acquired and the liabilities assumed. The calculation of the earn-out is based on future revenues as defined in the purchase agreement. In accordance with GAAP, the Company is required to fair-value the earn-out liability at each reporting period with any adjustments to the earn-out recorded in earnings. Acquisition of CECity.com, Inc. On August 20, 2015, 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 9 - Debt). 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 6 - Intangible Assets, Net) acquired and liabilities assumed based on their preliminary fair values. The CECity acquisition resulted in the recognition of approximately $273.9 million of goodwill (see Note 7 - 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 and the CECity business model which does not rely extensively on tangible assets as well as the anticipated profitability of CECity. 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 295 Property and equipment 605 Intangible assets 125,400 Total assets acquired 130,237 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,898 Approximately $2.8 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 six months ended December 31, 2015 . The Company reports CECity as part of its performance services segment. Pro forma results of operations for this acquisition have not been presented because the effects on revenue and net income were not material to our historic condensed consolidated financial statements. Acquisition of Healthcare Insights, LLC On July 31, 2015, 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 acquisition also provides selling members with an earn-out opportunity 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 6 - Intangible Assets, Net) acquired and liabilities assumed based on their preliminary fair values. The HCI acquisition resulted in the recognition of approximately $42.5 million of goodwill (see Note 7 - Goodwill) attributable to the anticipated profitability of HCI. The Company reports HCI as part of its performance services segment. 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. The calculation of the earn-out is based on future revenues as defined in the purchase agreement. In accordance with GAAP, the Company is required to fair-value the earn-out liability at each reporting period with any adjustments to the earn-out recorded in earnings. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 6 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NET Trade accounts receivable consist primarily of amounts due from hospital and healthcare system members for services and products. Managed services receivable consist of amounts receivable from fees for supply chain services for members related to contract negotiation and administration, claims data, rebate processing and evaluation of current pharmacy formulary and utilization. Other receivables consist primarily of interest receivable on marketable securities. Accounts receivable, net consists of the following (in thousands): December 31, 2015 June 30, 2015 Trade accounts receivable $ 107,767 $ 88,078 Managed services receivable 16,661 10,941 Other 2,019 1,254 126,447 100,273 Allowance for doubtful accounts (1,395 ) (1,153 ) Accounts receivable, net $ 125,052 $ 99,120 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 6 Months Ended |
Dec. 31, 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 December 31, 2015 Commercial paper $ 999 $ — $ — $ 999 Corporate debt securities 65,418 2 (475 ) 64,945 Asset-backed securities 28,283 — (59 ) 28,224 $ 94,700 $ 2 $ (534 ) $ 94,168 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 in an unrealized loss position 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 December 31, 2015 . At December 31, 2015 , the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 42,245 $ 42,205 Due after one year through five years 52,455 51,963 $ 94,700 $ 94,168 See Note 10 - 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 | 6 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET Intangible assets, net consist of the following (in thousands): Useful Life December 31, 2015 June 30, 2015 Technology 5.0 years $ 140,326 $ 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 $ 3,399 $ — $ 209,085 $ 56,484 Accumulated amortization (33,133 ) (17,815 ) Total intangible assets, net $ 175,952 $ 38,669 The increase in intangible assets, net was due to the CECity, HCI and InFlow acquisitions completed during the six months ended December 31, 2015 (see Note 3 - Business Acquisitions). Amortization expense of intangible assets totaled $9.3 million and $3.1 million for the three months ended December 31, 2015 and 2014, respectively, and $15.3 million and $4.0 million for the six months ended December 31, 2015 and 2014, respectively. |
GOODWILL
GOODWILL | 6 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL Goodwill consists of the following (in thousands): Supply Chain Services Performance Services Acquisition adjustments during the period (b) Total Balance at June 30, 2015 $ 31,765 $ 183,880 $ — $ 215,645 CECity acquisition (a) — 273,713 185 273,898 HCI acquisition (a) — 41,905 630 42,535 InFlow acquisition — 5,827 — 5,827 Balance at December 31, 2015 $ 31,765 $ 505,325 $ 815 $ 537,905 (a) See Note 3 - Business Acquisitions (b) Adjustments are balance sheet only. Accordingly, no recast of prior periods was deemed necessary. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Dec. 31, 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, through its consolidated subsidiary, Premier Supply Chain Improvement, Inc. ("PSCI"), held 50% of the membership units in Innovatix at December 31, 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 $6.9 million and $9.3 million at December 31, 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 $4.9 million and $4.7 million for the three months ended December 31, 2015 and 2014, respectively, and $9.3 million and $9.6 million for the six months ended December 31, 2015 and 2014, respectively, all of which is included in the supply chain services segment. On May 1, 2015, the Company, through its consolidated 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 $4.8 million at December 31, 2015 and $5.0 million at June 30, 2015 , which is included in other assets in the accompanying condensed consolidated balance sheets. The Company’s share of PharmaPoint’s net loss was $0.1 million and $0.2 million for the three and six months ended December 31, 2015, respectively. The PharmaPoint net loss 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. The Company obtained a 49% ownership interest in Pharmacy Quality Solutions, Inc. (“PQS”) through its acquisition of CECity in August 2015 (see Note 3 - Business Acquisitions). PQS provides medication use quality assessment services through its EquiPP platform which is utilized by U.S. pharmacies, including major retail chains with monthly medication data for approximately 40 million individuals. The Company recorded zero net income from unconsolidated affiliates for the three and six months ended December 31, 2015 . The Company accounts for its investment in PQS under the equity method. The carrying value of the Company's investment in PQS was zero at December 31, 2015 . |
DEBT
DEBT | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Long-term debt consists of the following (in thousands): December 31, 2015 June 30, 2015 Commitment Amount Due Date Balance Outstanding Balance Outstanding Credit Facility $ 750,000 June 24, 2019 $ 100,000 $ — Notes Payable — Various 17,150 17,935 117,150 17,935 Less: current portion (4,046 ) (2,256 ) Total $ 113,104 $ 15,679 Credit Facility On June 24, 2014, Premier LP, along with its consolidated subsidiaries, PSCI and PHSI, as Co-Borrowers, Premier GP, and certain domestic subsidiaries of Premier GP, as guarantors, entered into an unsecured Credit Facility, dated as of June 24, 2014, and amended on June 4, 2015 (the "Credit Facility"). The Credit Facility 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 Facility may be increased from time to time at the Company's request up to an aggregate additional amount of $250.0 million , subject to lender approval. The Credit Facility includes an unconditional and irrevocable guaranty of all obligations under the Credit Facility by Premier GP, certain domestic subsidiaries of Premier GP and future guarantors, if any. Premier is not a guarantor under the Credit Facility. 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), of which $50.0 million was repaid in November 2015. At December 31, 2015, the interest rate for the six month Eurodollar Loans was 1.655% . 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 December 31, 2015 , the commitment fee was 0.125% . As of December 31, 2015 , the Company had approximately $ 25.0 million available for credit commitments. The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments. Under the terms of the Credit Facility, Premier GP is not permitted to allow its consolidated total leverage ratio (as defined in the Credit Facility) to exceed 3.00 to 1.00 for any period of four consecutive quarters. In addition, Premier GP must maintain a minimum consolidated interest coverage ratio (as defined in the Credit Facility) of 3.00 to 1.00 at the end of every fiscal quarter. The Company was in compliance with all such covenants at December 31, 2015 . The Credit Facility also contains customary events of default including, among others, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults of any indebtedness or guarantees in excess of $ 30.0 million, bankruptcy and other insolvency events, judgment defaults in excess of $30.0 million , and the occurrence of a change of control (as defined in the Credit Facility). If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request, of the required lenders, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable. The Company may prepay amounts outstanding under the Credit Facility 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 Facility. Notes Payable Notes payable consist primarily of non-interest bearing notes payable outstanding to departed member owners and generally have stated maturities of five years from their date of issuance. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 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) December 31, 2015 Cash equivalents $ 15,539 $ 15,539 $ — Commercial paper 999 — 999 Corporate debt securities 64,945 — 64,945 Asset-backed securities 28,224 — 28,224 Deferred compensation plan assets (a) 40,360 40,360 — Total assets $ 150,067 $ 55,899 $ 94,168 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 (see Note 5 - Marketable Securities); the current portion of deferred compensation plan assets are included in prepaid expenses and other current assets ( $1.9 million and $2.6 million at December 31, 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 December 31, 2015 and June 30, 2015 that would be classified as Level 3. Non-Recurring Fair Value Measurements During the three and six months ended December 31, 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). The preliminary fair values of the acquired intangible assets resulting from the acquisitions of CECity, HCI and InFlow were determined using the income approach. The fair value of the earn-out liability associated with the Inflow acquisition was determined using the Monte Carlo simulation method. 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 December 31, 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 December 31, 2015 and June 30, 2015 , respectively, based on an assumed market interest rate of 1.9% at December 31, 2015 and 1.6% at June 30, 2015 , respectively. |
REDEEMABLE LIMITED PARTNERS' CA
REDEEMABLE LIMITED PARTNERS' CAPITAL | 6 Months Ended |
Dec. 31, 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' 70% ownership of Premier LP at December 31, 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 sheets at December 31, 2015 and June 30, 2015. As previously discussed, the Company records redeemable limited partners' capital at the greater of the book value or redemption amount per the LP Agreement that the Company calculates as the fair value of all Class B common units, as if immediately exchangeable into Class A common shares. For the six months ended December 31, 2015 and 2014 the Company recorded an adjustment to fair value for the redemption amount to redeemable limited partners' capital of $(401.2) million and $424.9 million , respectively. During the six months ended December 31, 2015 , the Company recorded a reduction of $209.5 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 13 - 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 December 31, 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 Receipts on receivables from limited partners — — — — Distributions applied to receivables from limited partners 3,374 — — 3,374 Redemption of limited partners — (552 ) — (552 ) Net income attributable to Premier LP — 97,717 — 97,717 Distributions to limited partners — (45,534 ) — (45,534 ) Net unrealized loss on marketable securities — — (358 ) (358 ) Exchange of Class B common units for Class A common stock by member owners — (209,549 ) — (209,549 ) Termination of limited partner with Class B common units eligible for quarterly exchange — — — — Adjustment to redemption amount — (401,240 ) — (401,240 ) December 31, 2015 $ (8,259 ) $ 3,532,315 $ (366 ) $ 3,523,690 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 six months ended December 31, 2015 . During the six months ended December 31, 2015 , two limited partners withdrew from Premier LP. The limited partnership agreement provides for the redemption of the former limited partner's Class B common units that are not eligible for exchange in the form of a five -year, unsecured, non-interest bearing term promissory note, a cash payment equal to the present value of the redemption amount, or other mutually agreed upon terms. Partnership interest obligations to the former limited partners are reflected in notes payable in the accompanying condensed consolidated balance sheets. In connection with such withdrawal, the Company issued a $0.6 million in five -year, unsecured, non-interest bearing term promissory notes. 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 made a quarterly distribution on November 29, 2015 to its limited partners of $23.1 million , which is 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. Premier LP will make a quarterly distribution, payable on or before February 29, 2016 (prior to the 60 th day after the end of the calendar quarter ended December 31, 2015), equal to Premier LP's total taxable income for the three months ended December 31, 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 $22.5 million is reflected in limited partners' distribution payable in the accompanying condensed consolidated balance sheet at December 31, 2015 . |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | STOCKHOLDERS' DEFICIT As of December 31, 2015 , there were 43,646,315 shares of the Company's Class A common stock, par value $0.01 per share, and 100,150,698 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 the 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 | 6 Months Ended |
Dec. 31, 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 December 31, Six months ended December 31, 2015 2014 2015 2014 Numerator for basic (loss) earnings per share: Net (loss) income attributable to stockholders $ (54,383 ) $ (32,979 ) $ 416,771 $ (406,363 ) Numerator for diluted (loss) earnings per share: Net income attributable to stockholders $ — $ — $ 416,771 $ — Adjustment of redeemable limited partners' capital to redemption amount — — (401,240 ) — Net income attributable to non-controlling interest in Premier LP — — 97,717 — Net income — — 113,248 — Tax effect on Premier Inc. net income (a) — — (25,088 ) — Adjusted net income $ — $ — $ 88,160 $ — Denominator for basic (loss) earnings weighted average shares (b) 41,575 35,589 39,655 33,965 Denominator for diluted (loss) earnings per share: Effect of dilutive securities: (c) Stock options — — 376 — Restricted stock — — 525 — Performance share awards — — 1,228 — Class B shares outstanding — — 104,143 — Denominator for diluted (loss) earnings per share-adjusted: Weighted average shares and assumed conversions 41,575 35,589 145,927 33,965 Basic (loss) earnings per share $ (1.31 ) $ (0.93 ) $ 10.51 $ (11.96 ) Diluted (loss) earnings per share $ (1.31 ) $ (0.93 ) $ 0.60 $ (11.96 ) (a) Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from non-controlling 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 and six months ended December 31, 2015 and 2014. (c) For the three months ended December 31, 2015 , the effect of 390 , 555 , and 1,396 stock options, restricted stock units and performance share awards, respectively, were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the quarter. Further, 102,178 Class B common units exchangeable for Class A common shares were excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period. For the three and six months ended December 31, 2014 , the effect of 108 , 317 and 523 stock options, restricted stock units, and performance share awards, respectively, and 30 , 285 , and 470 stock options, restricted stock units, and performance share awards respectively, were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. Further, 107,181 Class B common units exchangeable for Class A common shares was excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period. 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 11 - 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 5,830,458 5,830,458 100,247,605 100,247,605 43,600,976 70%/30% February 1, 2016 (a) 1,591,807 1,591,807 98,558,891 98,558,891 45,238,122 69%/31% (a) As the quarterly exchange occurred on February 1, 2016, the impact of the exchange is not reflected in the condensed consolidated financial statements for the quarter ended December 31, 2015 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Dec. 31, 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 $11.5 million and $25.0 million , respectively, for the three and six months ended December 31, 2015 , with a resulting deferred tax benefit of $4.4 million and $9.5 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. Pre-tax stock-based compensation expense was $7.4 million and $13.8 million , respectively, for the three and six months ended December 31, 2014 , with a resulting tax benefit of $2.8 million and $5.3 million , respectively. At December 31, 2015 , there was $51.5 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.91 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 December 31, 2015 , there were 5,288,736 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 six months ended December 31, 2015 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 819,091 $ 28.15 Granted 232,499 $ 35.41 Vested (4,756 ) $ 28.69 Forfeited (22,583 ) $ 30.21 Outstanding at December 31, 2015 1,024,251 $ 29.75 At December 31, 2015 , there was $13.0 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.96 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 six months ended December 31, 2015 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 1,091,868 $ 28.19 Granted 365,761 $ 35.64 Forfeited (19,336 ) $ 32.39 Outstanding at December 31, 2015 1,438,293 $ 30.02 At December 31, 2015 , there was $21.3 million of unrecognized stock-based compensation expense related to non-vested awards that will be amortized over 1.85 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 six months ended December 31, 2015 : Number of Options Weighted Average Exercise Price Outstanding at June 30, 2015 2,643,078 $ 28.24 Granted 821,893 $ 35.63 Exercised (8,376 ) $ 28.25 Forfeited (35,905 ) $ 33.75 Outstanding at December 31, 2015 3,420,690 $ 29.96 Outstanding and exercisable at December 31, 2015 1,525,868 $ 27.65 The aggregate intrinsic value of stock options outstanding at December 31, 2015 was $18.6 million . The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2015 was $11.6 million . The aggregate intrinsic value of stock options expected to vest at December 31, 2015 was $6.9 million . The intrinsic value of stock options exercised during the six months ended December 31, 2015 was $0.1 million . At December 31, 2015 , there was $17.2 million of unrecognized stock-based compensation expense related to stock options that will be amortized over 1.94 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: December 31, 2015 2014 Expected life (1) 6 years 6 years Expected dividend (2) — — Expected volatility (3) 32.7% - 33.3% 36.90% - 39.50% Risk-free interest rate (4) 1.74% - 1.82% 1.69% - 1.84% Weighted average option grant date fair value $12.17 - $12.40 $12.82 - $13.00 (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 Treasury constant maturity market yield as of the date of the grant. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014, the Company recorded tax expense on income before taxes of $12.7 million and $4.3 million , respectively, which equates to an effective tax rate of 17.2% and 6.1% , respectively. The increase in tax expense of $8.4 million is primarily attributable to higher taxable income and the recording of valuation allowances against deferred taxes of $8.0 million offset by $0.6 million in discrete tax benefits primarily attributable to research tax credits. The Company’s effective 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. For the six months ended December 31, 2015 and 2014, the Company recorded tax expense on income before taxes of $31.7 million and $10.1 million , respectively, which equates to an effective tax rate of 21.9% and 7.2% , respectively. The increase in tax expense of $21.6 million is attributable to higher taxable income, the recording of valuation allowances against deferred taxes of $14.6 million at PHSI and discrete tax expense of $6.7 million as a result of an $8.0 million adjustment to deferred tax assets associated with a 1% reduction in the North Carolina state income tax for years 2016 and beyond that was not present in the prior year offset by $1.3 million in discrete tax benefits primarily attributable to research tax credits. 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 Company has deferred tax assets of $408.5 million and $353.7 million as of December 31, 2015 and June 30, 2015 , respectively. The increase of $54.8 million is primarily attributable to the increases of $ 76.1 million in connection with member owner units pursuant to the Exchange Agreement that occurred during the six months ended December 31, 2015 and $1.3 million recorded in the ordinary course of business, offset by the 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 reduction of 1% , and a valuation allowance recorded against deferred tax assets of $14.6 million at PHSI. The Company has tax receivable agreement liabilities of $286.7 million as of December 31, 2015 , representing 85% of the tax savings payable to limited partners that 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 an increase of $50.8 million when compared to the $235.9 million as of June 30, 2015 . The increase is attributable to a $ 56.6 million increase in connection with member quarterly exchanges on July 31, 2015 and October 31, 2015, offset by 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 $1.0 million decrease in connection with departed member owners. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating into current and non-current. As noted in Note 2 - Significant Accounting Policies, the Company elected to early adopt the provisions of this guidance on a retrospective basis the result of which was to reclassify approximately $8.0 million of deferred tax assets classified as current to non-current at June 30, 2015. In accordance with the prescribed guidance the Company’s condensed consolidated balance sheet at June 30, 2015 has been retrospectively adjusted to apply the new guidance as summarized in the table below (in thousands): June 30, 2015 June 30, 2015 As Originally Reported Adjustment As Adjusted Deferred income tax asset - current $ 8,005 $ (8,005 ) $ — Deferred income tax asset 345,718 8,005 353,723 Total $ 353,723 $ — $ 353,723 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS GNYHA Services, Inc. ("GNYHA") and its member organizations owned approximately 10% of the outstanding partnership interests in Premier LP as of December 31, 2015 . Net administrative fees revenue based on purchases by GNYHA and its member organizations was $16.6 million and $15.2 million for the three months ended December 31, 2015 and 2014, respectively, and $32.1 million and $29.7 million for the six months ended December 31, 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 $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 both December 31, 2015 and June 30, 2015 . 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 $0.6 million for each of the three months ended December 31, 2015 and 2014 and $1.3 million and $1.2 million for the six months ended December 31, 2015 and 2014, respectively. In addition, $2.8 million and $3.0 million of the $22.5 million and $22.4 million limited partners' distribution payable in the accompanying condensed consolidated balance sheets are payable to GNYHA and its member organizations at December 31, 2015 and June 30, 2015 , respectively. In addition, $9.0 million and $7.4 million were recorded during the three months ended December 31, 2015 and 2014, respectively, and $17.2 million and $12.5 million were recorded during the six months ended December 31, 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's 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 $3.1 million and $3.0 million at December 31, 2015 and June 30, 2015 , respectively. 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 $4.9 million and $4.7 million for the three months ended December 31, 2015 and 2014, respectively, and $9.3 million and $9.6 million for the six months ended December 31, 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 $10.3 million and $9.4 million for the three months ended December 31, 2015 and 2014, respectively, and $19.7 million and $17.9 million for the six months ended December 31, 2015 , respectively. At December 31, 2015 and June 30, 2015 , the Company had revenue share obligations to Innovatix of $3.0 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 $1.1 million and $1.2 million for the three months ended December 31, 2015 and 2014, respectively, and $2.1 million and $2.3 million for the six months ended December 31, 2015 and 2014, respectively. The Company did not receive annual incentive management fees for the three months ended December 31, 2015 and December 31, 2014 . Annual incentive management fees are typically paid in the third quarter of the Company’s fiscal year . As of December 31, 2015 and June 30, 2015 , $0.6 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. The Company's 49% ownership share of PQS’s earnings included in equity in net income of unconsolidated affiliates in the accompanying condensed consolidated statements of income is zero for both the three month period ended December 31, 2015 and the period August 20, 2015 through December 31, 2015. The Company recognized revenue of $0.3 million for the three months ended December 31, 2015 and $0.5 million for the period August 20, 2015 through December 31, 2015 from PQS for hosting services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 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 | 6 Months Ended |
Dec. 31, 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 and equity in net income of unconsolidated affiliates 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. 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 December 31, Six months ended December 31, Net Revenue 2015 2014 2015 2014 Supply Chain Services Net administrative fees $ 120,733 $ 112,675 $ 238,682 $ 219,198 Other services and support 1,040 237 1,859 452 Services 121,773 112,912 240,541 219,650 Products 81,316 66,696 159,097 130,260 Total Supply Chain Services $ 203,089 $ 179,608 $ 399,638 $ 349,910 Performance Services 88,580 69,837 162,866 128,843 Total $ 291,669 $ 249,445 $ 562,504 $ 478,753 Three months ended December 31, Six months ended December 31, Segment Adjusted EBITDA 2015 2014 2015 2014 Supply Chain Services $ 107,989 $ 97,342 $ 210,938 $ 188,610 Performance Services 34,462 23,189 59,387 41,551 Corporate (26,396 ) (21,723 ) (49,273 ) (40,835 ) Total $ 116,055 $ 98,808 $ 221,052 $ 189,326 A reconciliation of Segment Adjusted EBITDA to income before income taxes is as follows (in thousands): Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 Segment Adjusted EBITDA $ 116,055 $ 98,808 $ 221,052 $ 189,326 Depreciation and amortization (12,199 ) (11,262 ) (24,064 ) (21,570 ) Amortization of purchased intangible assets (9,271 ) (3,141 ) (15,318 ) (4,044 ) Acquisition related expenses (a) (5,644 ) (2,267 ) (9,116 ) (3,545 ) Strategic and financial restructuring expenses (b) (208 ) (1,183 ) (235 ) (1,279 ) Stock-based compensation expense (c) (11,554 ) (7,405 ) (25,254 ) (13,844 ) ERP implementation expenses (d) (1,518 ) — (2,078 ) — Adjustment to tax receivable agreement liability (e) — — 4,818 1,073 Acquisition related adjustment - deferred revenue (f) (1,047 ) (3,596 ) (4,139 ) (5,661 ) Equity in net income of unconsolidated affiliates (g) (4,785 ) (4,749 ) (9,375 ) (9,615 ) Deferred compensation plan expense 264 460 2,073 969 Operating income $ 70,093 $ 65,665 $ 138,364 $ 131,810 Equity in net income of unconsolidated affiliates (g) 4,785 4,749 9,375 9,615 Interest and investment (expense) income, net (937 ) 122 (696 ) 313 Other expense, net (272 ) (458 ) (2,081 ) (962 ) Income before income taxes $ 73,669 $ 70,078 $ 144,962 $ 140,776 (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 $0.1 million and $0.2 million stock purchase plan expense in the three and six months ended December 31, 2015 , respectively. (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 six months ended December 31, 2015 , and impact of departed member owners. (f) Represents non-cash adjustment to deferred revenue of acquired entities. Business combination accounting rules require the Company to record a deferred revenue liability at its fair value only if the acquired deferred revenue represents a legal performance obligation assumed by the acquirer. The fair value is based on direct and indirect incremental costs of providing the services plus a normal profit margin. Generally, this results in a reduction to the purchased deferred revenue balance, which was based on upfront fees associated with software license updates and product support contracts assumed in connection with acquisitions. Because these support contracts are typically one year in duration, our GAAP revenues for the one year period subsequent to the 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 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 December 31, Six months ended December 31, Capital Expenditures 2015 2014 2015 2014 Supply Chain Services $ 204 $ 209 $ 968 $ 864 Performance Services 15,205 15,792 30,468 29,331 Corporate 6,332 2,050 7,446 2,216 Total $ 21,741 $ 18,051 $ 38,882 $ 32,411 Total Assets December 31, 2015 June 30, 2015 Supply Chain Services $ 332,121 $ 466,537 Performance Services 950,544 457,963 Corporate 505,315 605,691 Total $ 1,787,980 $ 1,530,191 Three months ended December 31, Six months ended December 31, Depreciation and Amortization Expense (a) 2015 2014 2015 2014 Supply Chain Services $ 359 $ 504 $ 876 $ 916 Performance Services 19,676 12,660 35,600 22,213 Corporate 1,435 1,239 2,906 2,485 Total $ 21,470 $ 14,403 $ 39,382 $ 25,614 (a) Includes amortization of purchased intangible assets. |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 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 30% controlling general partner interest in, and, as a result, consolidates the financial statements of, Premier Healthcare Alliance, L.P. ("Premier LP"). The limited partners' 70% 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 non-controlling interest in Premier LP in the Company's accompanying condensed consolidated statements of income and within comprehensive income attributable to non-controlling interest in the accompanying condensed consolidated statements of comprehensive income. During the six months ended December 31, 2015 , the member owners exchanged approximately 5.9 million 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 13 - Earnings (Loss) Per Share). As a result of t he November 2, 2015 exchange, member owners’ ownership percentage of the Company’s combined Class A and Class B common stock (“Common Stock”) decreased from 74% at September 30, 2015 to 70% at December 31, 2015 through their ownership of Class B common stock. The public investors’ ownership percentage, which may include member owners that have received shares of Class A common stock in connection with previous exchanges increased from 26% at September 30, 2015 to 30% at December 31, 2015 . 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 consolidated financial statements and related footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (the "2015 Annual Report"), filed with the SEC on August 26, 2015. |
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 January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities which is intended to provide users of financial statements with more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning July 1, 2018. Early adoption 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 consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17 Balance Sheet Classification of Deferred Taxes as part of their simplification initiatives. The update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The update is effective for financial periods beginning after December 15, 2017; however, early application is permitted. The Company adopted this standard as of December 31, 2015. The Company retroactively adjusted deferred tax assets and liabilities as they would have been reported at June 30, 2015 in accordance with ASU 2015-17 (see Note 15 - Income Taxes). 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 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 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 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 consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which will supersede nearly all existing revenue recognition guidance. 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. The FASB subsequently issued an amendment in ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , in August 2015 to defer the effective date of the new standard for all entities by one year. The new standard, as amended, 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, as amended, 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 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) | 6 Months Ended |
Dec. 31, 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 295 Property and equipment 605 Intangible assets 125,400 Total assets acquired 130,237 Other current liabilities 5,871 Total liabilities assumed 5,871 Goodwill $ 273,898 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): December 31, 2015 June 30, 2015 Trade accounts receivable $ 107,767 $ 88,078 Managed services receivable 16,661 10,941 Other 2,019 1,254 126,447 100,273 Allowance for doubtful accounts (1,395 ) (1,153 ) Accounts receivable, net $ 125,052 $ 99,120 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2015 Commercial paper $ 999 $ — $ — $ 999 Corporate debt securities 65,418 2 (475 ) 64,945 Asset-backed securities 28,283 — (59 ) 28,224 $ 94,700 $ 2 $ (534 ) $ 94,168 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 December 31, 2015 , the Company had marketable securities with the following maturities (in thousands): Cost Fair Market Value Due in one year or less $ 42,245 $ 42,205 Due after one year through five years 52,455 51,963 $ 94,700 $ 94,168 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consist of the following (in thousands): Useful Life December 31, 2015 June 30, 2015 Technology 5.0 years $ 140,326 $ 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 $ 3,399 $ — $ 209,085 $ 56,484 Accumulated amortization (33,133 ) (17,815 ) Total intangible assets, net $ 175,952 $ 38,669 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in thousands): Supply Chain Services Performance Services Acquisition adjustments during the period (b) Total Balance at June 30, 2015 $ 31,765 $ 183,880 $ — $ 215,645 CECity acquisition (a) — 273,713 185 273,898 HCI acquisition (a) — 41,905 630 42,535 InFlow acquisition — 5,827 — 5,827 Balance at December 31, 2015 $ 31,765 $ 505,325 $ 815 $ 537,905 (a) See Note 3 - Business Acquisitions (b) Adjustments are balance sheet only. Accordingly, no recast of prior periods was deemed necessary. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following (in thousands): December 31, 2015 June 30, 2015 Commitment Amount Due Date Balance Outstanding Balance Outstanding Credit Facility $ 750,000 June 24, 2019 $ 100,000 $ — Notes Payable — Various 17,150 17,935 117,150 17,935 Less: current portion (4,046 ) (2,256 ) Total $ 113,104 $ 15,679 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Dec. 31, 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) December 31, 2015 Cash equivalents $ 15,539 $ 15,539 $ — Commercial paper 999 — 999 Corporate debt securities 64,945 — 64,945 Asset-backed securities 28,224 — 28,224 Deferred compensation plan assets (a) 40,360 40,360 — Total assets $ 150,067 $ 55,899 $ 94,168 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' 34
REDEEMABLE LIMITED PARTNERS' CAPITAL (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 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 Receipts on receivables from limited partners — — — — Distributions applied to receivables from limited partners 3,374 — — 3,374 Redemption of limited partners — (552 ) — (552 ) Net income attributable to Premier LP — 97,717 — 97,717 Distributions to limited partners — (45,534 ) — (45,534 ) Net unrealized loss on marketable securities — — (358 ) (358 ) Exchange of Class B common units for Class A common stock by member owners — (209,549 ) — (209,549 ) Termination of limited partner with Class B common units eligible for quarterly exchange — — — — Adjustment to redemption amount — (401,240 ) — (401,240 ) December 31, 2015 $ (8,259 ) $ 3,532,315 $ (366 ) $ 3,523,690 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Common Shares Used for 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 December 31, Six months ended December 31, 2015 2014 2015 2014 Numerator for basic (loss) earnings per share: Net (loss) income attributable to stockholders $ (54,383 ) $ (32,979 ) $ 416,771 $ (406,363 ) Numerator for diluted (loss) earnings per share: Net income attributable to stockholders $ — $ — $ 416,771 $ — Adjustment of redeemable limited partners' capital to redemption amount — — (401,240 ) — Net income attributable to non-controlling interest in Premier LP — — 97,717 — Net income — — 113,248 — Tax effect on Premier Inc. net income (a) — — (25,088 ) — Adjusted net income $ — $ — $ 88,160 $ — Denominator for basic (loss) earnings weighted average shares (b) 41,575 35,589 39,655 33,965 Denominator for diluted (loss) earnings per share: Effect of dilutive securities: (c) Stock options — — 376 — Restricted stock — — 525 — Performance share awards — — 1,228 — Class B shares outstanding — — 104,143 — Denominator for diluted (loss) earnings per share-adjusted: Weighted average shares and assumed conversions 41,575 35,589 145,927 33,965 Basic (loss) earnings per share $ (1.31 ) $ (0.93 ) $ 10.51 $ (11.96 ) Diluted (loss) earnings per share $ (1.31 ) $ (0.93 ) $ 0.60 $ (11.96 ) (a) Represents income tax expense related to Premier, Inc. retaining the portion of net income attributable to income from non-controlling 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 and six months ended December 31, 2015 and 2014. (c) For the three months ended December 31, 2015 , the effect of 390 , 555 , and 1,396 stock options, restricted stock units and performance share awards, respectively, were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the quarter. Further, 102,178 Class B common units exchangeable for Class A common shares were excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period. For the three and six months ended December 31, 2014 , the effect of 108 , 317 and 523 stock options, restricted stock units, and performance share awards, respectively, and 30 , 285 , and 470 stock options, restricted stock units, and performance share awards respectively, were excluded from the diluted weighted average shares outstanding due to the net loss sustained for the respective periods. Further, 107,181 Class B common units exchangeable for Class A common shares was excluded from the dilutive weighted average shares outstanding because to do so would have been anti-dilutive for the period. |
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 5,830,458 5,830,458 100,247,605 100,247,605 43,600,976 70%/30% February 1, 2016 (a) 1,591,807 1,591,807 98,558,891 98,558,891 45,238,122 69%/31% (a) As the quarterly exchange occurred on February 1, 2016, the impact of the exchange is not reflected in the condensed consolidated financial statements for the quarter ended December 31, 2015 . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Dec. 31, 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 six months ended December 31, 2015 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 819,091 $ 28.15 Granted 232,499 $ 35.41 Vested (4,756 ) $ 28.69 Forfeited (22,583 ) $ 30.21 Outstanding at December 31, 2015 1,024,251 $ 29.75 |
Schedule of Performance Share Award Activity | The following table includes information related to performance share awards for the six months ended December 31, 2015 : Number of Shares Weighted Average Fair Value at Grant Date Outstanding at June 30, 2015 1,091,868 $ 28.19 Granted 365,761 $ 35.64 Forfeited (19,336 ) $ 32.39 Outstanding at December 31, 2015 1,438,293 $ 30.02 |
Schedule of Stock Option Activity | The following table includes information related to stock options for the six months ended December 31, 2015 : Number of Options Weighted Average Exercise Price Outstanding at June 30, 2015 2,643,078 $ 28.24 Granted 821,893 $ 35.63 Exercised (8,376 ) $ 28.25 Forfeited (35,905 ) $ 33.75 Outstanding at December 31, 2015 3,420,690 $ 29.96 Outstanding and exercisable at December 31, 2015 1,525,868 $ 27.65 |
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: December 31, 2015 2014 Expected life (1) 6 years 6 years Expected dividend (2) — — Expected volatility (3) 32.7% - 33.3% 36.90% - 39.50% Risk-free interest rate (4) 1.74% - 1.82% 1.69% - 1.84% Weighted average option grant date fair value $12.17 - $12.40 $12.82 - $13.00 (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 Treasury constant maturity market yield as of the date of the grant. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred Income Tax Asset Adjustment | In accordance with the prescribed guidance the Company’s condensed consolidated balance sheet at June 30, 2015 has been retrospectively adjusted to apply the new guidance as summarized in the table below (in thousands): June 30, 2015 June 30, 2015 As Originally Reported Adjustment As Adjusted Deferred income tax asset - current $ 8,005 $ (8,005 ) $ — Deferred income tax asset 345,718 8,005 353,723 Total $ 353,723 $ — $ 353,723 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, Six months ended December 31, Net Revenue 2015 2014 2015 2014 Supply Chain Services Net administrative fees $ 120,733 $ 112,675 $ 238,682 $ 219,198 Other services and support 1,040 237 1,859 452 Services 121,773 112,912 240,541 219,650 Products 81,316 66,696 159,097 130,260 Total Supply Chain Services $ 203,089 $ 179,608 $ 399,638 $ 349,910 Performance Services 88,580 69,837 162,866 128,843 Total $ 291,669 $ 249,445 $ 562,504 $ 478,753 Three months ended December 31, Six months ended December 31, Segment Adjusted EBITDA 2015 2014 2015 2014 Supply Chain Services $ 107,989 $ 97,342 $ 210,938 $ 188,610 Performance Services 34,462 23,189 59,387 41,551 Corporate (26,396 ) (21,723 ) (49,273 ) (40,835 ) Total $ 116,055 $ 98,808 $ 221,052 $ 189,326 |
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 December 31, Six months ended December 31, 2015 2014 2015 2014 Segment Adjusted EBITDA $ 116,055 $ 98,808 $ 221,052 $ 189,326 Depreciation and amortization (12,199 ) (11,262 ) (24,064 ) (21,570 ) Amortization of purchased intangible assets (9,271 ) (3,141 ) (15,318 ) (4,044 ) Acquisition related expenses (a) (5,644 ) (2,267 ) (9,116 ) (3,545 ) Strategic and financial restructuring expenses (b) (208 ) (1,183 ) (235 ) (1,279 ) Stock-based compensation expense (c) (11,554 ) (7,405 ) (25,254 ) (13,844 ) ERP implementation expenses (d) (1,518 ) — (2,078 ) — Adjustment to tax receivable agreement liability (e) — — 4,818 1,073 Acquisition related adjustment - deferred revenue (f) (1,047 ) (3,596 ) (4,139 ) (5,661 ) Equity in net income of unconsolidated affiliates (g) (4,785 ) (4,749 ) (9,375 ) (9,615 ) Deferred compensation plan expense 264 460 2,073 969 Operating income $ 70,093 $ 65,665 $ 138,364 $ 131,810 Equity in net income of unconsolidated affiliates (g) 4,785 4,749 9,375 9,615 Interest and investment (expense) income, net (937 ) 122 (696 ) 313 Other expense, net (272 ) (458 ) (2,081 ) (962 ) Income before income taxes $ 73,669 $ 70,078 $ 144,962 $ 140,776 (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 $0.1 million and $0.2 million stock purchase plan expense in the three and six months ended December 31, 2015 , respectively. (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 six months ended December 31, 2015 , and impact of departed member owners. (f) Represents non-cash adjustment to deferred revenue of acquired entities. Business combination accounting rules require the Company to record a deferred revenue liability at its fair value only if the acquired deferred revenue represents a legal performance obligation assumed by the acquirer. The fair value is based on direct and indirect incremental costs of providing the services plus a normal profit margin. Generally, this results in a reduction to the purchased deferred revenue balance, which was based on upfront fees associated with software license updates and product support contracts assumed in connection with acquisitions. Because these support contracts are typically one year in duration, our GAAP revenues for the one year period subsequent to the 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 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 December 31, Six months ended December 31, Capital Expenditures 2015 2014 2015 2014 Supply Chain Services $ 204 $ 209 $ 968 $ 864 Performance Services 15,205 15,792 30,468 29,331 Corporate 6,332 2,050 7,446 2,216 Total $ 21,741 $ 18,051 $ 38,882 $ 32,411 Total Assets December 31, 2015 June 30, 2015 Supply Chain Services $ 332,121 $ 466,537 Performance Services 950,544 457,963 Corporate 505,315 605,691 Total $ 1,787,980 $ 1,530,191 Three months ended December 31, Six months ended December 31, Depreciation and Amortization Expense (a) 2015 2014 2015 2014 Supply Chain Services $ 359 $ 504 $ 876 $ 916 Performance Services 19,676 12,660 35,600 22,213 Corporate 1,435 1,239 2,906 2,485 Total $ 21,470 $ 14,403 $ 39,382 $ 25,614 (a) Includes amortization of purchased intangible assets. |
ORGANIZATION AND BASIS OF PRE39
ORGANIZATION AND BASIS OF PRESENTATION (Details) | Nov. 02, 2015shares | Jul. 31, 2015shares | Sep. 30, 2015 | Dec. 31, 2015categorysegmentshares |
Schedule of Organization [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Premier LP | ||||
Schedule of Organization [Line Items] | ||||
Limited partnership, general partner ownership percentage | 26.00% | 30.00% | ||
Limited partners ownership percentage | 74.00% | 70.00% | ||
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 | 5,830,458 | 91,374 | 5,900,000 | |
Performance Services | ||||
Schedule of Organization [Line Items] | ||||
Number of analyzable categories | category | 3 |
BUSINESS ACQUISITIONS - Narrati
BUSINESS ACQUISITIONS - Narrative (Details) | Oct. 01, 2015USD ($) | Aug. 20, 2015USD ($) | Jul. 31, 2015USD ($)business | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 537,905,000 | $ 215,645,000 | ||||
Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Long-term line of credit | 25,000,000 | |||||
InFlowHealth LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition price | $ 6,000,000 | 10,197,000 | $ 0 | |||
Goodwill | 5,800,000 | |||||
Goodwill, acquired during the period | 5,827,000 | |||||
InFlowHealth LLC | Restricted stock | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, restricted stock units | $ 2,100,000 | |||||
Award vesting period | 3 years | |||||
InFlowHealth LLC | Contingent Consideration, Earn-Out | ||||||
Business Acquisition [Line Items] | ||||||
Earn-out opportunity for selling members (up to) | $ 26,900,000 | |||||
InFlowHealth LLC | Other Liabilities | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, contingent consideration | 4,100,000 | |||||
CECity.com, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition price | $ 250,000,000 | |||||
Goodwill | $ 273,898,000 | |||||
Percentage of voting interest acquired | 100.00% | |||||
Consideration transferred | $ 400,000,000 | |||||
Goodwill, acquired during the period | 273,898,000 | |||||
CECity.com, Inc | Line of Credit | ||||||
Business Acquisition [Line Items] | ||||||
Long-term line of credit | $ 150,000,000 | |||||
CECity.com, Inc | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Pre-tax transaction-related costs | 2,800,000 | |||||
Healthcare Insights, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition price | $ 65,000,000 | |||||
Number of primary businesses serving healthcare provider market | business | 2 | |||||
Goodwill, acquired during the period | $ 42,535,000 | |||||
Healthcare Insights, LLC | Contingent Consideration, Earn-Out | ||||||
Business Acquisition [Line Items] | ||||||
Earn-out opportunity (up to) | $ 4,000,000 |
BUSINESS ACQUISITIONS - Schedul
BUSINESS ACQUISITIONS - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Aug. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 537,905 | $ 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 | 295 | |||
Property and equipment | 605 | |||
Intangible assets | 125,400 | |||
Total assets acquired | 130,237 | |||
Other current liabilities | 5,871 | |||
Total liabilities assumed | 5,871 | |||
Goodwill | $ 273,898 |
ACCOUNTS RECEIVABLE, NET - Sche
ACCOUNTS RECEIVABLE, NET - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 126,447 | $ 100,273 |
Allowance for doubtful accounts | (1,395) | (1,153) |
Accounts receivable, net | 125,052 | 99,120 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 107,767 | 88,078 |
Managed services receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 16,661 | 10,941 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 2,019 | $ 1,254 |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Marketable Available for Sale Securities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 94,700 | $ 415,435 |
Gross Unrealized Gains | 2 | 124 |
Gross Unrealized Losses | (534) | (147) |
Fair Market Value | 94,168 | 415,412 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 999 | 43,067 |
Gross Unrealized Gains | 0 | 12 |
Gross Unrealized Losses | 0 | 0 |
Fair Market Value | 999 | 43,079 |
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 | |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 65,418 | 211,079 |
Gross Unrealized Gains | 2 | 34 |
Gross Unrealized Losses | (475) | (129) |
Fair Market Value | 64,945 | 210,984 |
Asset-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 28,283 | 59,692 |
Gross Unrealized Gains | 0 | 12 |
Gross Unrealized Losses | (59) | (10) |
Fair Market Value | $ 28,224 | $ 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 - Sched44
MARKETABLE SECURITIES - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
Cost | ||
Cost, due in one year or less | $ 42,245 | |
Cost, due after one year through five years | 52,455 | |
Amortized Cost | 94,700 | $ 415,435 |
Fair Market Value | ||
Fair market value, due in one year or less | 42,205 | |
Fair market value, due after one year through five years | 51,963 | |
Fair market value, total | $ 94,168 | $ 415,412 |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | $ 209,085 | $ 209,085 | $ 56,484 | ||
Accumulated amortization | (33,133) | (33,133) | (17,815) | ||
Total intangible assets, net | 175,952 | 175,952 | 38,669 | ||
Amortization expense of intangible assets | 9,271 | $ 3,141 | $ 15,318 | $ 4,044 | |
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 5 years | ||||
Intangible assets, gross | 140,326 | $ 140,326 | 34,524 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 8 years 3 months 6 days | ||||
Intangible assets, gross | 48,120 | $ 48,120 | 16,120 | ||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 5 years | ||||
Intangible assets, gross | 4,080 | $ 4,080 | 80 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 7 years | ||||
Intangible assets, gross | 13,160 | $ 13,160 | 5,760 | ||
Technology under development | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 4 years 10 months 24 days | ||||
Intangible assets, gross | $ 3,399 | $ 3,399 | $ 0 |
GOODWILL - Schedule of Goodwill
GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 31, 2015 | Oct. 01, 2015 | Aug. 20, 2015 | Jun. 30, 2015 | |
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | $ 215,645 | |||
Balance at December 31, 2015 | $ 537,905 | 215,645 | ||
CECity.com, Inc | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 273,898 | |||
Balance at December 31, 2015 | $ 273,898 | |||
Healthcare Insights, LLC | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 42,535 | |||
InFlowHealth LLC | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 5,827 | |||
Balance at December 31, 2015 | $ 5,800 | |||
Operating Segments | Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | 31,765 | |||
Balance at December 31, 2015 | 31,765 | |||
Operating Segments | Performance Services | ||||
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | 183,880 | |||
Balance at December 31, 2015 | 505,325 | |||
Operating Segments | CECity.com, Inc | Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 0 | |||
Operating Segments | CECity.com, Inc | Performance Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 273,713 | |||
Operating Segments | Healthcare Insights, LLC | Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 0 | |||
Operating Segments | Healthcare Insights, LLC | Performance Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 41,905 | |||
Operating Segments | InFlowHealth LLC | Supply Chain Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 0 | |||
Operating Segments | InFlowHealth LLC | Performance Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 5,827 | |||
Acquisition adjustments during the period | ||||
Goodwill [Roll Forward] | ||||
Balance at June 30, 2015 | $ 0 | |||
Balance at December 31, 2015 | 815 | |||
Acquisition adjustments during the period | CECity.com, Inc | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 185 | |||
Acquisition adjustments during the period | Healthcare Insights, LLC | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | 630 | |||
Acquisition adjustments during the period | InFlowHealth LLC | ||||
Goodwill [Roll Forward] | ||||
Goodwill, acquired during the period | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) individual in Millions | May. 01, 2015USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)individual | Dec. 31, 2014USD ($) | Aug. 31, 2015 | Jun. 30, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity in net income of unconsolidated affiliates | $ 4,785,000 | $ 4,749,000 | $ 9,375,000 | $ 9,615,000 | ||||
PQS | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 49.00% | |||||||
Carrying value of equity method investment | 0 | $ 0 | $ 0 | |||||
Monthly medication data at retail chains | individual | 40 | |||||||
Net income from unconsolidated affiliates | $ 0 | $ 0 | $ 0 | |||||
Innovatix | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | ||||
Premier Supply Chain Improvement, Inc | Innovatix | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | |||||
Other Income, Net | Innovatix | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity in net income of unconsolidated affiliates | $ 4,900,000 | 4,700,000 | $ 9,300,000 | 9,600,000 | ||||
Other Income, Net | PharmaPoint, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity in net income of unconsolidated affiliates | (100,000) | (200,000) | ||||||
Other Income, Net | Premier Supply Chain Improvement, Inc | Innovatix | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity in net income of unconsolidated affiliates | 4,900,000 | $ 4,700,000 | 9,300,000 | $ 9,600,000 | ||||
Common Class B Unit | Premier Supply Chain Improvement, Inc | PharmaPoint, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Common limited partners, units acquired, units (in shares) | shares | 5,000,000 | |||||||
Common limited partners, units acquired, value | $ 5,000,000 | |||||||
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 (in shares) | shares | 13,000,000 | |||||||
Other assets | Innovatix | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Carrying value of equity method investment | 6,900,000 | $ 6,900,000 | 6,900,000 | $ 9,300,000 | ||||
Other assets | PharmaPoint, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Carrying value of equity method investment | $ 4,800,000 | $ 4,800,000 | $ 4,800,000 | $ 5,000,000 |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Long term debt, current and noncurrent | $ 117,150,000 | $ 17,935,000 |
Less: current portion | (4,046,000) | (2,256,000) |
Total | 113,104,000 | 15,679,000 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Commitment Amount | 750,000,000 | 750,000,000 |
Long term debt, current and noncurrent | 100,000,000 | 0 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Long term debt, current and noncurrent | $ 17,150,000 | $ 17,935,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jun. 04, 2015USD ($) | Nov. 30, 2015USD ($) | Dec. 31, 2015USD ($)Quarter | Dec. 31, 2014USD ($) | Aug. 20, 2015USD ($) |
Line of Credit Facility [Line Items] | |||||
Proceeds from Credit Facility | $ 0 | $ 800,000 | |||
Payments on secured line of credit | $ 50,000,000 | $ 0 | |||
Notes Payable | |||||
Line of Credit Facility [Line Items] | |||||
Notes payable, stated maturity | 5 years | ||||
Credit Facility | |||||
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 | ||||
Number of quarters | Quarter | 4 | ||||
Minimum interest coverage ratio | 3 | ||||
Indebtedness or guarantee threshold | $ 30,000,000 | ||||
Judgment default threshold | $ 30,000,000 | ||||
Credit Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, commitment fee percentage | 0.125% | ||||
Credit Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, commitment fee percentage | 0.25% | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Swingline Loan | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 75,000,000 | ||||
CECity.com, Inc | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from Credit Facility | $ 150,000,000 | ||||
Payments on secured line of credit | $ 50,000,000 | ||||
Long-term line of credit | $ 150,000,000 | ||||
Base Rate Loans | Credit Facility | Federal funds effective rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Base Rate Loans | Credit Facility | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Base Rate Loans | Credit Facility | Applicable Margin | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.125% | ||||
Base Rate Loans | Credit Facility | Applicable Margin | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Eurodollar Rate Loans | Credit Facility | Applicable Margin | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.125% | ||||
Eurodollar Rate Loans | Credit Facility | Applicable Margin | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Eurodollar Rate Loans | Credit Facility | Six-month Eurodollar | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate | 1.655% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
Assets, Fair Value Disclosure [Abstract] | ||
Corporate debt securities | $ 94,168 | $ 415,412 |
Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 15,539 | 33,434 |
Corporate debt securities | 64,945 | 210,984 |
Deferred compensation plan assets | 40,360 | 40,057 |
Total assets | 150,067 | 488,903 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 15,539 | 33,434 |
Corporate debt securities | 0 | 0 |
Deferred compensation plan assets | 40,360 | 40,057 |
Total assets | 55,899 | 107,636 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Corporate debt securities | 64,945 | 210,984 |
Deferred compensation plan assets | 0 | 0 |
Total assets | 94,168 | 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 | 28,224 | 59,694 |
Asset-backed securities | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Available-for-sale securities | 28,224 | 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 | $ 28,224 | $ 59,694 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets | $ 40,360 | $ 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 | 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 | 1.90% | 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 | $ 1,900 | $ 2,600 |
REEDEMABLE LIMITED PARTNERS' CA
REEDEMABLE LIMITED PARTNERS' CAPITAL - Narrative (Details) $ in Thousands | Nov. 29, 2015USD ($) | Aug. 27, 2015USD ($) | Dec. 31, 2015USD ($)notes_receivable | Sep. 30, 2015 | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)notes_receivablelimited_partners | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Oct. 31, 2014 |
Temporary Equity [Line Items] | |||||||||
Maximum exchange percent | 14.29% | ||||||||
Adjustment to redemption amount | $ (65,561) | $ (42,250) | $ 401,240 | $ (424,907) | |||||
Reduction to redeemable limited partners' capital to reflect exchange of Class B common unites and associated shares of Class B common stock | 209,549 | ||||||||
Limited partners' distribution payable | $ 22,505 | 22,505 | $ 22,432 | ||||||
Limited Partner | |||||||||
Temporary Equity [Line Items] | |||||||||
Adjustment to redemption amount | (401,240) | $ 424,900 | |||||||
Reduction to redeemable limited partners' capital to reflect exchange of Class B common unites and associated shares of Class B common stock | $ (209,549) | ||||||||
Interest bearing notes receivable | notes_receivable | 0 | 0 | |||||||
Number of limited partners withdrawing from partnership | limited_partners | 2 | ||||||||
Period of payment of partnership interest upon withdrawal from partnership | 5 years | ||||||||
Notes payable issued to related party | $ 600 | $ 600 | |||||||
Distributions to limited partners | $ 23,100 | $ 22,400 | 45,534 | ||||||
Limited partners' distribution payable | $ 22,500 | 22,500 | |||||||
Redeemable Limited Partners' Capital | Limited Partner | |||||||||
Temporary Equity [Line Items] | |||||||||
Adjustment to redemption amount | (401,240) | ||||||||
Reduction to redeemable limited partners' capital to reflect exchange of Class B common unites and associated shares of Class B common stock | (209,549) | ||||||||
Distributions to limited partners | $ 45,534 | ||||||||
Premier LP | |||||||||
Temporary Equity [Line Items] | |||||||||
Limited partners ownership percentage | 74.00% | 70.00% |
REDEEMABLE LIMITED PARTNERS' 53
REDEEMABLE LIMITED PARTNERS' CAPITAL - Changes in Redeemable Limited Partners' Capital (Details) - USD ($) $ in Thousands | Nov. 29, 2015 | Aug. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
June 30, 2015 | $ 4,079,832 | |||||
Exchange of Class B common units for Class A common stock by member owners | 209,549 | |||||
Adjustment to redemption amount | $ (65,561) | $ (42,250) | 401,240 | $ (424,907) | ||
December 31, 2015 | 3,523,690 | 3,523,690 | ||||
Limited Partner | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
June 30, 2015 | 4,079,832 | |||||
Receipts on receivables from limited partners | 0 | |||||
Distributions applied to receivables from limited partners | 3,374 | |||||
Redemption of limited partners | (552) | |||||
Net income attributable to Premier LP | 97,717 | |||||
Distributions to limited partners | $ (23,100) | $ (22,400) | (45,534) | |||
Net unrealized loss on marketable securities | (358) | |||||
Exchange of Class B common units for Class A common stock by member owners | (209,549) | |||||
Termination of limited partner with Class B common units eligible for quarterly exchange | 0 | |||||
Adjustment to redemption amount | (401,240) | $ 424,900 | ||||
December 31, 2015 | 3,523,690 | 3,523,690 | ||||
Limited Partner | Receivables From Limited Partners | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
June 30, 2015 | (11,633) | |||||
Receipts on receivables from limited partners | 0 | |||||
Distributions applied to receivables from limited partners | 3,374 | |||||
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 | |||||
Termination of limited partner with Class B common units eligible for quarterly exchange | 0 | |||||
Adjustment to redemption amount | 0 | |||||
December 31, 2015 | (8,259) | (8,259) | ||||
Limited Partner | Redeemable Limited Partners' Capital | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
June 30, 2015 | 4,091,473 | |||||
Receipts on receivables from limited partners | 0 | |||||
Distributions applied to receivables from limited partners | 0 | |||||
Redemption of limited partners | (552) | |||||
Net income attributable to Premier LP | 97,717 | |||||
Distributions to limited partners | (45,534) | |||||
Net unrealized loss on marketable securities | 0 | |||||
Exchange of Class B common units for Class A common stock by member owners | (209,549) | |||||
Termination of limited partner with Class B common units eligible for quarterly exchange | 0 | |||||
Adjustment to redemption amount | (401,240) | |||||
December 31, 2015 | 3,532,315 | 3,532,315 | ||||
Limited Partner | Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
June 30, 2015 | (8) | |||||
Receipts on receivables from limited partners | 0 | |||||
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 | (358) | |||||
Exchange of Class B common units for Class A common stock by member owners | 0 | |||||
Termination of limited partner with Class B common units eligible for quarterly exchange | 0 | |||||
Adjustment to redemption amount | 0 | |||||
December 31, 2015 | $ (366) | $ (366) |
STOCKHOLDERS' DEFICIT - Narrati
STOCKHOLDERS' DEFICIT - Narrative (Details) | 6 Months Ended | |
Dec. 31, 2015vote / shares$ / sharesshares | Jun. 30, 2015$ / sharesshares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding (in shares) | shares | 43,646,315 | 37,668,870 |
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 |
Voting rights of common stock | one vote for each share held | |
Votes per share of common stock | vote / shares | 1 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding (in shares) | shares | 100,150,698 | 106,382,552 |
Common stock, par value (in usd per share) | $ / shares | $ 0.000001 | $ 0.000001 |
Voting rights of common stock | one vote for each share held | |
Votes per share of common stock | vote / shares | 1 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of Common Shares Used for Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net (loss) income attributable to stockholders | $ (54,383) | $ (32,979) | $ 416,771 | $ (406,363) |
Adjustment of redeemable limited partners' capital to redemption amount | 65,561 | 42,250 | (401,240) | 424,907 |
Net income attributable to non-controlling interest in Premier LP | (49,817) | (55,751) | (97,717) | (110,567) |
Net income | $ 60,995 | $ 65,808 | 113,248 | $ 130,695 |
Tax effect on Premier Inc. net income | (25,088) | |||
Adjusted net income | $ 88,160 | |||
Denominator for basic (loss) earnings per share weighted average shares (in shares) | 41,575,000 | 35,589,000 | 39,655,000 | 33,965,000 |
Weighted average shares and assumed conversions (in shares) | 41,575,000 | 35,589,000 | 145,927,000 | 33,965,000 |
Basic (loss) earnings per share (in USD per share) | $ (1.31) | $ (0.93) | $ 10.51 | $ (11.96) |
Diluted (loss) earnings per share (in USD per share) | $ (1.31) | $ (0.93) | $ 0.60 | $ (11.96) |
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 (in shares) | 107,181 | |||
Common Class B Unit | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 102,178 | 107,181 | ||
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 376,000 | 0 |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 390 | 108 | 30 | |
Restricted stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 525,000 | 0 |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 555 | 317 | 285 | |
Performance share awards | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 1,228,000 | 0 |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,396 | 523 | 470 | |
Common Stock | Class B Common Stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 104,143,000 | 0 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Exchange Agreement (Details) - shares | Feb. 01, 2016 | Nov. 02, 2015 | Jul. 31, 2015 | Dec. 31, 2015 |
Common Class B Unit | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of Class B Common Units Involved in Exchange | 5,830,458 | 91,374 | 5,900,000 | |
Number of Common Units Outstanding After Exchange | 100,247,605 | 106,078,063 | ||
Common Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of Class B Common Units Involved in Exchange | 5,830,458 | 91,374 | ||
Number of Common Units Outstanding After Exchange | 100,247,605 | 106,078,063 | ||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 70.00% | 74.00% | ||
Common Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of Common Units Outstanding After Exchange | 43,600,976 | 37,762,544 | ||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 30.00% | 26.00% | ||
Subsequent Event | Common Class B Unit | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of Class B Common Units Involved in Exchange | 1,591,807 | |||
Number of Common Units Outstanding After Exchange | 98,558,891 | |||
Subsequent Event | Common Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of Class B Common Units Involved in Exchange | 1,591,807 | |||
Number of Common Units Outstanding After Exchange | 98,558,891 | |||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 69.00% | |||
Subsequent Event | Common Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of Common Units Outstanding After Exchange | 45,238,122 | |||
Percentage of Combined Voting Power, Class A and Class B Common Stock | 31.00% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 11.5 | $ 7.4 | $ 25 | $ 13.8 |
Deferred tax benefit | 4.4 | $ 2.8 | $ 9.5 | $ 5.3 |
Estimated effective income tax rate | 38.00% | |||
Unrecognized stock-based compensation related to non-vested awards | $ 51.5 | $ 51.5 | ||
Amortization period of unrecognized stock-based compensation | 1 year 10 months 27 days | |||
2013 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number common stock awards authorized (in shares) | 11,260,783 | 11,260,783 | ||
Shares available for grant | 5,288,736 | 5,288,736 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Weighted Average Fair Value at Grant Date (usd per share): | |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 51.5 |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 27 days |
2013 Equity Incentive Plan | Restricted stock | |
Number of Shares (in shares): | |
Outstanding, beginning balance (in shares) | shares | 819,091 |
Granted (in shares) | shares | 232,499 |
Vested (in shares) | shares | (4,756) |
Forfeited (in shares) | shares | (22,583) |
Outstanding, ending balance (in shares) | shares | 1,024,251 |
Weighted Average Fair Value at Grant Date (usd per share): | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 28.15 |
Granted (in USD per share) | $ / shares | 35.41 |
Vested (in USD per share) | $ / shares | 28.69 |
Forfeited (in USD per share) | $ / shares | 30.21 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 29.75 |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 13 |
Amortization period of unrecognized stock-based compensation | 1 year 11 months 15 days |
2013 Equity Incentive Plan | Restricted stock | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
2013 Equity Incentive Plan | Restricted stock | Director | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 1 year |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Shares (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Weighted Average Fair Value at Grant Date (usd per share): | |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 51.5 |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 27 days |
2013 Equity Incentive Plan | Performance share awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Number of Shares (in shares): | |
Outstanding, beginning balance (in shares) | shares | 1,091,868 |
Granted (in shares) | shares | 365,761 |
Forfeited (in shares) | shares | (19,336) |
Outstanding, ending balance (in shares) | shares | 1,438,293 |
Weighted Average Fair Value at Grant Date (usd per share): | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 28.19 |
Granted (in USD per share) | $ / shares | 35.64 |
Forfeited (in USD per share) | $ / shares | 32.39 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 30.02 |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 21.3 |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 7 days |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Weighted Average Fair Value at Grant Date (usd per share): | |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 51.5 |
Amortization period of unrecognized stock-based compensation | 1 year 10 months 27 days |
2013 Equity Incentive Plan | |
Number of Options (in shares): | |
Outstanding, beginning balance (in shares) | shares | 2,643,078 |
Granted (in shares) | shares | 821,893 |
Exercised (in shares) | shares | (8,376) |
Forfeited (in shares) | shares | (35,905) |
Outstanding, ending balance (in shares) | shares | 3,420,690 |
Outstanding and exercisable (in shares) | shares | 1,525,868 |
Weighted Average Fair Value at Grant Date (usd per share): | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 28.24 |
Granted (in USD per share) | $ / shares | 35.63 |
Exercised (in USD per share) | $ / shares | 28.25 |
Forfeited (in USD per share) | $ / shares | 33.75 |
Outstanding, ending balance (in USD per share) | $ / shares | 29.96 |
Outstanding and exercisable (in USD per share) | $ / shares | $ 27.65 |
Outstanding, intrinsic value | $ | $ 18.6 |
Outstanding and exercisable, intrinsic value | $ | 11.6 |
Expected to vest, intrinsic value | $ | 6.9 |
Outstanding, intrinsic value | $ | $ 0.1 |
Stock options | 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): | |
Unrecognized stock-based compensation related to non-vested awards | $ | $ 17.2 |
Amortization period of unrecognized stock-based compensation | 1 year 11 months 7 days |
Year One | Stock options | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 33.33% |
Year Two | Stock options | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 33.33% |
Year Three | Stock options | 2013 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 33.33% |
STOCK-BASED COMPENSATION - Key
STOCK-BASED COMPENSATION - Key Assumptions (Details) - 2013 Equity Incentive Plan - Stock options - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Key assumptions used for determining the fair value of stock options granted | ||
Expected life | 6 years | 6 years |
Expected dividend | $ 0 | $ 0 |
Expected dividend rate | 0.00% | |
Minimum | ||
Key assumptions used for determining the fair value of stock options granted | ||
Expected volatility | 32.70% | 36.90% |
Risk-free interest rate | 1.74% | 1.69% |
Weighted average option grant date fair value (in USD per share) | $ 12.17 | $ 12.82 |
Term of United States constant maturity market yield | 5 years | |
Maximum | ||
Key assumptions used for determining the fair value of stock options granted | ||
Expected volatility | 33.30% | 39.50% |
Risk-free interest rate | 1.82% | 1.84% |
Weighted average option grant date fair value (in USD per share) | $ 12.40 | $ 13 |
Term of United States constant maturity market yield | 7 years |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 |
Income Tax Contingency [Line Items] | ||||||
Income tax expense | $ 12,674 | $ 4,270 | $ 31,714 | $ 10,081 | ||
Effective tax rate (percent) | 17.20% | 6.10% | 21.90% | 7.20% | ||
Increase in tax expense | $ 8,400 | $ 21,600 | ||||
Valuation allowances against deferred tax assets | 54,800 | |||||
Tax benefit primarily attributable to research tax credit | 600 | $ (1,300) | ||||
Income taxes, reduction in rate, percent | 1.00% | |||||
Net deferred tax asset | 408,500 | $ 408,500 | $ 353,700 | |||
Increase in deferred tax assets in connection with Exchange Agreement | 76,100 | |||||
Increase in deferred tax assets resulting from ordinary business | 1,300 | |||||
Tax receivable agreement liabilities | $ 286,700 | $ 286,700 | $ 235,900 | |||
Tax receivable agreement, percentage recorded as liabilities | 85.00% | 85.00% | ||||
Reduction in tax receivable agreement liabilities | $ 50,800 | |||||
Increase (decrease) in deferred tax assets | 56,600 | |||||
Adjustment to tax receivable agreement liability | 4,818 | $ 1,073 | ||||
Reduction in deferred tax assets related to departed member owners | $ 1,000 | |||||
State and Local Jurisdiction | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax expense resulting from adjustment to deferred tax assets | 6,700 | |||||
Reduction in deferred tax assets related to state income tax rate reduction | 8,000 | |||||
Premier Healthcare Solutions, Inc. | ||||||
Income Tax Contingency [Line Items] | ||||||
Valuation allowances against deferred tax assets | $ 14,600 | |||||
Premier Healthcare Solutions, Inc. | State and Local Jurisdiction | ||||||
Income Tax Contingency [Line Items] | ||||||
Valuation allowances against deferred tax assets | $ 8,000 |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Asset Adjustment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset | $ 408,512 | $ 353,723 |
Total | $ 408,500 | 353,700 |
New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset - current | 0 | |
Deferred income tax asset | 353,723 | |
Total | 353,723 | |
New Accounting Pronouncement, Early Adoption, Effect | As Originally Reported | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset - current | 8,005 | |
Deferred income tax asset | 345,718 | |
Total | 353,723 | |
New Accounting Pronouncement, Early Adoption, Effect | Adjustment | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred income tax asset - current | (8,005) | |
Deferred income tax asset | 8,005 | |
Total | $ 0 |
RELATED PARTY TRANSATIONS - Nar
RELATED PARTY TRANSATIONS - Narrative (Details) individual in Millions | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)individual | Dec. 31, 2014USD ($) | Aug. 31, 2015 | Jun. 30, 2015USD ($) | |
Related Party Transaction [Line Items] | |||||||
Revenue share obligations | $ 60,798,000 | $ 60,798,000 | $ 60,798,000 | $ 59,259,000 | |||
Limited partners' distribution payable | 22,505,000 | 22,505,000 | 22,505,000 | 22,432,000 | |||
Due from related parties | 3,764,000 | 3,764,000 | 3,764,000 | $ 3,444,000 | |||
Income from equity method investments | 4,785,000 | $ 4,749,000 | 9,375,000 | $ 9,615,000 | |||
PQS | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment, ownership percentage | 49.00% | ||||||
Carrying value of equity method investment | 0 | 0 | 0 | ||||
Net income from unconsolidated affiliates | $ 0 | $ 0 | $ 0 | ||||
Monthly medication data at retail chains | individual | 40 | ||||||
Innovatix | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||
Innovatix | Other Income, Net | |||||||
Related Party Transaction [Line Items] | |||||||
Income from equity method investments | $ 4,900,000 | 4,700,000 | $ 9,300,000 | 9,600,000 | |||
GYNHA | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue share obligations | 7,100,000 | $ 7,100,000 | 7,100,000 | $ 7,100,000 | |||
Limited partners' distribution payable | 2,800,000 | 2,800,000 | 2,800,000 | 3,000,000 | |||
GYNHA | Administrative Fee Revenue | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 600,000 | 600,000 | 1,300,000 | 1,200,000 | |||
AEIX | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum annual management fee revenue | 500,000 | 500,000 | 500,000 | ||||
AEIX | Administrative Fee Revenue | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 600,000 | 600,000 | 600,000 | 400,000 | |||
AEIX | Cost Reimbursement | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,100,000 | 1,200,000 | 2,100,000 | 2,300,000 | |||
Equity Method Investee | Hosting Services | PQS | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 300,000 | 500,000 | |||||
Premier Healthcare Solutions, Inc. | Innovatix | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 10,300,000 | 9,400,000 | 19,700,000 | 17,900,000 | |||
Premier Healthcare Solutions, Inc. | Innovatix | Accounts Payable and Accrued Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue share obligations | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | 3,700,000 | |||
Premier LP | GYNHA | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 10.00% | 10.00% | 10.00% | ||||
Premier LP | GYNHA | Administrative Fee Revenue | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 16,600,000 | 15,200,000 | $ 32,100,000 | 29,700,000 | |||
Due from related parties | 3,100,000 | $ 3,100,000 | 3,100,000 | $ 3,000,000 | |||
Premier LP | GYNHA | Services and Support Revenue | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 9,000,000 | 7,400,000 | $ 17,200,000 | 12,500,000 | |||
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% | 50.00% | 50.00% | ||||
Premier Supply Chain Improvement, Inc | Innovatix | Other Income, Net | |||||||
Related Party Transaction [Line Items] | |||||||
Income from equity method investments | $ 4,900,000 | $ 4,700,000 | $ 9,300,000 | $ 9,600,000 |
SEGMENTS - Reconciliation of Ne
SEGMENTS - Reconciliation of Net Revenue and EBITDA (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Net administrative fees | $ 120,733 | $ 112,675 | $ 238,682 | $ 219,198 |
Other services and support | 89,620 | 70,074 | 164,725 | 129,295 |
Services | 210,353 | 182,749 | 403,407 | 348,493 |
Products | 81,316 | 66,696 | 159,097 | 130,260 |
Net revenue | 291,669 | 249,445 | 562,504 | 478,753 |
Segment Adjusted EBITDA | 116,055 | 98,808 | 221,052 | 189,326 |
Operating Segments | Supply Chain Services | ||||
Segment Reporting Information [Line Items] | ||||
Net administrative fees | 120,733 | 112,675 | 238,682 | 219,198 |
Other services and support | 1,040 | 237 | 1,859 | 452 |
Services | 121,773 | 112,912 | 240,541 | 219,650 |
Products | 81,316 | 66,696 | 159,097 | 130,260 |
Net revenue | 203,089 | 179,608 | 399,638 | 349,910 |
Segment Adjusted EBITDA | 107,989 | 97,342 | 210,938 | 188,610 |
Operating Segments | Performance Services | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 88,580 | 69,837 | 162,866 | 128,843 |
Segment Adjusted EBITDA | 34,462 | 23,189 | 59,387 | 41,551 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | $ (26,396) | $ (21,723) | $ (49,273) | $ (40,835) |
SEGMENTS - Reconciliation of Se
SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | $ 116,055 | $ 98,808 | $ 221,052 | $ 189,326 | |
Depreciation and amortization | (12,199) | (11,262) | (24,064) | (21,570) | |
Amortization of purchased intangible assets | (9,271) | (3,141) | (15,318) | (4,044) | |
Acquisition related expenses | (5,644) | (2,267) | (9,116) | (3,545) | |
Strategic and financial restructuring expenses | (208) | (1,183) | (235) | (1,279) | |
Stock-based compensation expense | (11,554) | (7,405) | (25,254) | (13,844) | |
ERP implementation expenses | (1,518) | 0 | (2,078) | 0 | |
Adjustment to tax receivable agreement liability | 4,818 | 1,073 | |||
Acquisition related adjustment - deferred revenue | (1,047) | (3,596) | (4,139) | (5,661) | |
Equity in net income of unconsolidated affiliates | (4,785) | (4,749) | (9,375) | (9,615) | |
Deferred compensation plan expense | 264 | 460 | 2,073 | 969 | |
Operating income | 70,093 | 65,665 | 138,364 | 131,810 | |
Equity in net income of unconsolidated affiliates | 4,785 | 4,749 | 9,375 | 9,615 | |
Interest and investment (expense) income, net | (937) | 122 | (696) | 313 | |
Other expense, net | (272) | (458) | (2,081) | (962) | |
Income before income taxes | 73,669 | $ 70,078 | 144,962 | 140,776 | |
Employee stock purchase plan expense | $ 100 | $ 232 | $ 0 | ||
Income taxes, reduction in rate, percent | 1.00% | ||||
Innovatix | |||||
Segment Reporting Information [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | ||
Supply Chain Services | Innovatix | |||||
Segment Reporting Information [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 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 | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||
Capital expenditures | $ 21,741 | $ 18,051 | $ 38,882 | $ 32,411 | |
Assets | 1,787,980 | 1,787,980 | $ 1,530,191 | ||
Depreciation and amortization | 21,470 | 14,403 | 39,382 | 25,614 | |
Operating Segments | Supply Chain Services | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 204 | 209 | 968 | 864 | |
Assets | 332,121 | 332,121 | 466,537 | ||
Depreciation and amortization | 359 | 504 | 876 | 916 | |
Operating Segments | Performance Services | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 15,205 | 15,792 | 30,468 | 29,331 | |
Assets | 950,544 | 950,544 | 457,963 | ||
Depreciation and amortization | 19,676 | 12,660 | 35,600 | 22,213 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 6,332 | 2,050 | 7,446 | 2,216 | |
Assets | 505,315 | 505,315 | $ 605,691 | ||
Depreciation and amortization | $ 1,435 | $ 1,239 | $ 2,906 | $ 2,485 |